VAULTN TERMS AND CONDITIONS

Please read these terms carefully before you start to use our services. By using the services, you accept and agree to be bound and abide by these terms of service.

This T&C is effective as of March 26th 2025 and was last updated on March 26th 2025.

V1.10

These Terms & Conditions (“T&Cs”) as may be accessed via https://vaultn.com/vaultn-terms-conditions/ constitute a legally binding agreement made between You, whether personally or on behalf of Your Organization (“You”) and VaultN B.V, a private company with limited liability, registered in the Kingdom of the Netherlands under chamber of commerce number 80101704 (“VaultN”), concerning Your access to and use of the VaultN Platform (as defined below).

By accessing the VaultN Platform, including Services and Add-Ons, You confirm that You have read, understood, and agreed to be bound by these T&Cs, and also the relevant Terms of Services and Terms of Add-Ons. If You do not agree with these T&Cs, Terms of Services and Terms of Add-Ons, then You are expressly prohibited from using the VaultN Platform, Services and Add-Ons and You must discontinue any use immediately and request for Your Account (as defined below) to be terminated.

Supplemental terms and conditions or documents, including Privacy Notice and Security Documents that may be posted on and updated via the VaultN Platform from time to time (“Documentation“) are hereby expressly incorporated herein by reference. The VaultN Platform is intended for merchants or intermediaries only for business purposes and not for individuals for private use. To use the VaultN Platform, You are required to sign up on behalf of Your Organization (as defined below) and become a Main User (as defined below).

Any changes to these T&Cs, Terms of Services, Terms of Add-Ons and the Documentation will be notified as per Section 16.

INTERPRETATION RULES & DEFINITIONS

In case of any conflict between the T&Cs, Documentation, Terms of Services (as defined below) or Terms of Add-Ons (as defined below) the precedence shall be as follows: (i) Terms of Add-Ons, (ii) Terms of Services, (iii) Documentation, (iv) T&Cs.

For the entirety of these T&Cs, Terms of Services, Terms of Add-Ons and Documentation the following terms correspond to the definitions given under this section unless expressly stated otherwise therein:

Term	Definition
Account	the account created upon the registration of the Main User on behalf of the Organization to benefit from VaultN’s Platform, Services and Add-Ons
Add-On or Add-On	an optional service provided based on the relevant Terms of Add-Ons, as an add-on to a Service
Analytics & Data Insights Platform	the Service offered by VaultN which allows You to monitor and analyze data related to Your Digital Inventory and Your usage of the VaultN Platform. Please note that some definitions may be amended within the relevant Service Agreement. Please note that some definitions may be amended within the relevant Service Agreement
API	the application programming interface and its defined rules that enable different applications to communicate with each other and acts as an intermediary layer that processes data transfers between systems
Applicable Law	means any legislation governing these T&Cs, as is applicable in the Netherlands including but not limited to laws, regulations, EU directives, court orders, Sanctions, and decisions of authorized entities. The United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded
Charges	fees and/or charges applicable to the Services and Add-Ons provided by VaultN
Confidential Information	the written or oral information, including but not limited to details about a Party’s business, finances, technology, products, processes, employees, or partners, designated as confidential or reasonably understood to be so, whether provided by the Disclosing Party or acquired by the Receiving Party. However, Confidential Information does not include information that (a) was public prior to this agreement, (b) becomes public through no fault of the Receiving Party, (c) was already known by the Receiving Party without confidentiality obligations, or (d) is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information
Connection	a different Account with which you connect and engage for various purposes using the Distribution Platform
Connection Settings	the settings made available on the Distribution Platform where You may adjust the properties of Your engagement such as territory, Digital Inventory and whether any Charge will be paid by a Connection
Content	the content over the VaultN Platform referred to in Section 3
Disclosing Party	the party who discloses the Confidential Information
Distribution Platform	the Service offered by VaultN used to store and transfer Digital Inventory between You and your Connections. Please note that some definitions may be amended within the relevant Service Agreement
Digital Inventory	the content or assets uploaded by You and Other Users to the VaultN Platform, including but not limited to Metadata, product information
Insurance	the insurances provided by VaultN as an Add-On under the Distribution Platform which allows You to benefit from various insurance options provided by third party insurance providers
Main User	the main user who will operate the Account on behalf of the Organization
Matchmaking	the Add-On provided under the Distribution Platform which allows You to engage in relations with Connections over the Platform
Media Platform	the Service offered by VaultN which allows You to perform marketing and promotional activities related to Your Digital Inventory and Connections (as made available through the Media Platform). Please note that some definitions may be amended within the relevant Service Agreement
Metadata	the information and data associated with the Digital Inventory, including but not limited to descriptive, organizational, or relational details provided or generated by You or Connections
Organization	the legal person on whose behalf the Main User is authorized to receive the services offered by and perform the transactions over the Platform
Other Users	the user accounts created on behalf of the Organization to let individuals access and manage its Account
Product Information Platform	the Service offered by VaultN which allows You to insert and manage Metadata related to Your Digital Inventory. Please note that some definitions may be amended within the relevant Service Agreement
Plan	the general or specifically generated schedule of Charges applicable to your access to the VaultN Platform and the selection of Services and Add-Ons, which will form the basis of your payment obligations
VaultN Platform	the website as accessible via https://my.vaultn.com/, Services and Add-Ons, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto. Please note that some definitions may be amended within the relevant Service Agreemen
Price List	the price list where You can learn or determine the access to and prices for any Digital Inventory made available by You or Your Connection
Product Catalog	the product information system including Digital Inventory and any Metadata related thereto that can be created over Product Information Platform
Prohibited Activities	the list of activities specified in Section 9
Receiving Party	the party the party who receives the disclosed Confidential Information
Restricted Markets	markets of the countries subject to Sanctions and that fall out of the scope of the Main Platform, Services and Add-Ons provided by VaultN
Sanctions	sanctions administered or enforced by the United States of America (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the European Union, the Kingdom of the Netherlands, or any other governmental authority that has jurisdiction over these T&Cs
Sandbox Platform	the test environment of the main website as accessible via https://sandbox.vaultn.com/ as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected to these T&Cs. Please note that some definitions may be amended within the relevant Service Agreement
Service or Services	the following platforms available over VaultN Platform: Product Information Platform, Wallet & Payment Platform, Distribution Platform, Analytics & Data Insights Platform and Media Platform
Terms of Services	the terms governing the specific Platform of Your choosing
Payment Service Provider	the external entity providing payment processing services related to the Collection Services to be provided under the Collection Terms of Service
SLA	the service level agreement agreed between the parties.
Sub-Vaults	one or multiple secondary Vaults which are tied to and controlled through Your Vault and as further defined in Section 7
Terms of Add-Ons	the specific terms outlining the rules of engagement for the specific Add-Ons of Your choosing
Transaction Data	the records and information, as well as derivative information thereto, generated through the usage of VaultN Platform, Services and Add-Ons including but not limited to activities such as purchases, sales, distributions, billing, and payments
User	the real person which is You or the employee Your Organization authorized to manage the Account
UI	the user interface provided by VaultN for accessing the VaultN Platform or the integrated Services
Vault	the digital vault in which the Digital Inventory can be stored and as further defined in Section 7
Wallet & Payment Platform	the Service offered by VaultN which allows You to create and maintain a wallet for any amounts You receive or pay, and to make and collect payments to and from Your Connections. Please note that some definitions may be amended within the relevant Service Agreement

1. SERVICES AND ADD-ONS OFFERED VIA THE VAULTN PLATFORM

VaultN is a cloud-based digital platform enabling the provision of the following Services and Add-Ons depending on Your choice. The Services and Add-Ons are interrelated and are provided under the following structure: (i) Distribution Platform which includes Matchmaking and Insurance; (ii) Product Information Platform; (iii) Analytics & Data Insight Platform; (iv) Collection Platform; (v) Media Platform.

Access to the VaultN Platform or the Services may be offered via both UI and API, where available. However, VaultN does not guarantee that all functionalities of the VaultN Platform will always be available through both access methods. Availability may vary based on technical feasibility and specific integration scenarios.

2. ACCOUNT CREATION, SERVICE AND ADD-ON SELECTION

To create an Account, You will be required to follow the instructions on the VaultN Platform. Once You have successfully created an Account, You will be able to choose from the Services and Add-Ons as listed above. To access the Services and Add-Ons, You must activate each Service and Add-On You wish separately. Add-Ons that fall under the related Service cannot be used individually without the relevant Platform. Platforms and Add-Ons will be subject to Charges based on Your choosing and will be reflected in Your Plan. The details of Your Plan are considered Confidential Information. After the creation of the Account and subject to Your compliance with these T&Cs and Documentation VaultN shall assign You a Vault. The use of the Vault may depend on the availability and functionality of the Plan, the Service or Add-Ons associated with Your Account. By accepting these T&Cs, You agree to access and use the Vault and any related functionalities as provided through the Services or Add-Ons. The authorities to be provided to and the number of Other Users and Sub-Vaults may change based on the type of Account, the Services and Add-Ons of Your choosing. Such authorities will be listed visibly on the VaultN Platform for each Account, Service and Add-On.

VaultN will provide each Platforms and Add-Ons as outlined in the relevant Terms of Services and Terms of Add-Ons.

3. OWNERSHIP OF CONTENT, TRANSACTION DATA AND LICENSE TO USE

VaultN Platform, Services and Add-Ons including their layout, color schemes, images, designs, and all related functions, source codes, other codes and all components and elements thereof (“VaultN Content”) is owned by VaultN or licensed to them and all rights related thereto shall remain with VaultN or its licensors. Access to the VaultN Platform, Services and Add-Ons is only allowed through VaultN’s provided interface as UI, API or both UI and API. Using the VaultN Platform, Services and Add-Ons grants You rights only as explicitly stated in these T&Cs, Documentation, relevant Terms of Services and Terms of Add-Ons.

Subject to your acceptance of these T&Cs, Documentation, Terms of Services and Terms of Add-Ons VaultN grants You a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the VaultN Platform, VaultN Content, and any purchased Services or Add-Ons, provided that the relevant Charges are paid. This license is limited to authorized uses under these T&Cs, and (i) all license rights for the Services and Add-Ons will terminate if these T&Cs are terminated, or (ii) rights for specific Services and Add-Ons will terminate if the relevant Terms of Services or Terms of Add-Ons are terminated. You are permitted to download and use the Transaction Data as it is provided by VaultN and as intended for Your use on the Platform, solely for the purposes outlined in these T&Cs.

This license does not permit the resale of the VaultN Platform, Services Add-Ons, or VaultN Content; derivative uses; downloading, copying, or using account information for third parties; or employing data mining, robots, or similar tools. All rights not expressly granted are reserved by VaultN and its licensors. No part of the Platform may be reproduced, duplicated, copied, sold, resold, visited, or exploited for commercial purposes without VaultN’s express written consent.

4. AVAILABILITY OF VAULTN PLATFORM, SERVICES, ADD-ONS AND VAULTN CONTENT

Except for any warranty provided under these T&Cs, Documentation, Terms of Services or Terms of Add-Ons, VaultN makes no representations and provides no warranties that: (a) the VaultN Platform, Services, Add-Ons and VaultN Content will be made available at any specific time or from any specific geographical location; (b) Your access to the VaultN Platform, Services, Add-Ons or VaultN Content will be continuous or uninterrupted; or (c) the VaultN Platform, Services, Add-Ons or VaultN Content will be accessible or optimized on all browsers, computers, tablets, phones, viewing platforms, or device types. VaultN reserves the right to suspend access to all or part of the VaultN Platform, Services, Add-Ons or VaultN Contents under the terms stipulated in Section 16.

You acknowledge that VaultN is not responsible for your software or browser compatibility, hardware, or network connections with the Platform, nor for your access, availability, use, timing, receipt, or accuracy of information transmitted to or from the VaultN Platform, Services and Add-Ons. VaultN provides no warranties beyond those stated herein and in the SLA.

5. ACCOUNTS AND RELEGATION

If VaultN provides You with account information such as a username, identification number, account code, or password, You must keep it confidential and not disclose it. Account information is for your use only, except for affiliated companies (e.g., subsidiaries). You are liable for any unauthorized access due to your disclosure of this information, except if caused by VaultN’s gross negligence or willful misconduct. When creating your VaultN account and password, choose unique and hard-to-guess information not used for other accounts. You are responsible for unauthorized access if You share your login details.

You agree not to ask for or use someone else’s login credentials. Accounts can only be created for Your use. You confirm that all information You provide to VaultN, during registration and later, is true, accurate, and current. Please update your information whenever necessary to keep it correct.

VaultN can restrict Your access if there is any actual or suspected breach of these T&Cs, Documentation, Terms of Services or Terms of Add-Ons or if unauthorized access or disclosure of your login information is suspected.

If You know or suspect that the confidentiality of Your login information has been compromised You must immediately change Your password and notify VaultN by email, at [email protected].

6. PLAN, PAYMENT TERMS, AND PAYMENT SERVICE PROVIDERS

Once You create an Account You will be given an option to select from Services and Add-Ons offered over the Platform. After You choose the Services and Add-Ons You wish to purchase, You will be directed to the relevant Terms of Services and Terms of Add-Ons and You will be shown the relevant Charges. Once You accept the relevant Terms of Services and Terms of Add-Ons, the specified Charges will be reflected to Your Plan.

The Charges reflected on Your Plan will be billed at the end of each month, and payment is required to continue access to selected Services and Add-Ons. If payment is not made, access to unpaid Services and Add-Ons will be suspended until payment is completed.

Certain Services or Add-Ons may be selected to be paid by a Connection instead. In this case, Your continued use of such Services and Add-Ons will be based on the payments to be made by the said Connection. In case of non-payment by any Connection, You will be notified and will be allowed to make the relevant payment Yourself if You wish to continue to use the relevant Services and Add-Ons.

VaultN will – unless otherwise agreed – bill You at the beginning of each month for the services provided in the previous month. You are required to make payment within 15 days from the date of receiving the invoice. Should You have any disputes regarding the Charges of the preceding month, You are required to raise such dispute through proper channels under these T&Cs within 15 days starting from the invoice date. Disputes will be reviewed by VaultN based on the records of VaultN, and corrected or rejected as soon as practical. However, You will still be required to pay the Charges that are not subject to any dispute in due time.

In the event of late payment, VaultN will automatically charge a penalty on the overdue amount at a rate of 4% (four percent) above the European Central Bank base rate, which will also be reflected on Your Plan for the upcoming month. Different interest rates and different payment terms may be determined under the relevant Terms of Services or Terms of Add-Ons.

VaultN may offer different payment methods either directly or through Payment Service Providers. In case VaultN offers a payment method utilizing any Payment Service Provider, You will be required to accept the terms and conditions of such Payment Service Providers. Such Payment Service Providers will be made visible to You over the Platform. VaultN reserves the right to change, remove or add Payment Service Providers at its discretion and these will be announced over the Platform.

In case you are using Collection Platform, You hereby accept and declare that VaultN will instruct the collection of any Charges due and payable directly via the Collection Services. You hereby waive any rights or objections you may have regarding the collection of Charges from any amounts collected through the Collection Services.

7. YOUR REPRESENTATIONS

By using the Vault Platform, You agree that: (1) You legally authorize the Main User to engage in transactions on behalf of the Organization and that You shall be solely liable for any action the Main User or the Other Users perform over the Vault or any Sub-Vaults.; (ii) all registration information You submit will be true, accurate, current, and complete; (2) You will maintain the accuracy of such information and promptly update such registration information as necessary; (3) You have the legal capacity and You agree to comply with these T&Cs, the Terms of Services and Terms of Add-Ons ; (5) You will not access the VaultN Platform, Services or Add-Ons through automated or non-human means, whether through a bot, script or otherwise; (6) You will not use the VaultN Platform, Services or Add-Ons for any illegal or unauthorized purpose; and (7) Your use of the VaultN Platform, Services or Add-Ons will not violate any Applicable Law.

You authorize the Main User and Other Users to perform transactions on the VaultN Platform, Services or Add-Ons, which are on behalf of the Organization. The Main User may designate another Main User, depending on Your preferences and internal policies, including limitations defined by the selected Plan. This hierarchy and user roles will be managed and organized through the Account. You must inform VaultN of any changes to these individuals. In the event of changes to the T&Cs, Documentation, Terms of Services, or Terms of Add-Ons, VaultN will provide You with notice as outlined in Section 16, and You will be obligated to comply with those changes following the expiration of the notice period.

If You provide information that is false, inaccurate, outdated, or incomplete, VaultN reserves the right to suspend or terminate your account and deny access to the VaultN Platform, both currently and in the future.

You agree to the following:

7.1. VaultN is not liable for any issues related to the Digital Inventory’s commercial suitability. 7.2. You and Your Connection are responsible for the legal basis of any transfer and extraction. VaultN is not obligated to control the legal basis for transferring the Digital Inventory. 7.3. You are solely responsible for following third-party terms related to any Digital Inventory transferred to or from Your Connections. 7.4. You are required to check whether any country involved in any of Your engagement over VaultN Platform, Services or Add-Ons with Connections or third parties fall into the category of Restricted Markets. VaultN has no liability regarding Restricted Markets or Sanctions and waives liability for sales to such markets.

8. PROHIBITED ACTIVITIES AND RESTRICTED MARKETS

Prohibited Activities include:

8.1. Circumventing or interfering with security features of the VaultN Platform, Services and Add-Ons. 8.2. Disrupting or creating undue burden on the VaultN Platform, Services and Add-Ons or its networks. 8.3. Deciphering, decompiling, disassembling, or reverse engineering any software of the VaultN Platform, Services and Add-Ons. 8.4. Bypassing measures that restrict access to any part of the VaultN Platform, Services and Add-Ons. 8.5. Copying or adapting the VaultN Platform, Services and Add-Ons’ software, including Flash, PHP, HTML, JavaScript, or other code. 8.6. Using any automated system or unauthorized scripts to access the VaultN Platform, Services and Add-Ons, except for standard browser usage. 8.7. Using the VaultN Platform, Services and Add-Ons in violation of Applicable Law. 8.8. Accessing or using the VaultN Platform, Services, or Add-Ons from a Restricted Market or providing any service to Restricted Markets using VaultN Platform, Services or Add-Ons. 8.9. Engaging in activities that violate Sanctions or Applicable Law.

VaultN reserves the right to make changes to the availability of the VaultN Platform, Services, and Add-Ons in Restricted Markets or as a result of Sanctions without providing prior notice if such changes are required as per the Applicable Law. However, if VaultN decides to restrict a market arbitrarily or for internal business reasons, You will be notified with advance notice as further detailed under Section 16.

Any use of the VaultN Platform, Services and Add-Ons that violates these T&Cs, Documentation, Terms of Services and Terms of Add-On may result in the termination or suspension of your rights.

Neither You, any person with over 5% (five percent) interest in your entity, nor any director may be (i) subject to Sanctions, (ii) located in a Restricted Market, or (iii) a party that VaultN cannot deal with under Applicable Law. VaultN reserves the right to withhold access to VaultN Platform, Services and Add-Ons if it reasonably suspects You may be ineligible.

9. TERM AND TERMINATION, SUSPENSION OF ACCOUNTS AND USERS

These T&Cs shall remain in full force and effect while You continue to have an Account on the VaultN Platform. You may terminate any Service or Add-On or the entire Account at any time.

For the avoidance of doubt, under no circumstances is VaultN responsible and/or liable for the fulfillment of any contractual obligations of third parties. VaultN reserves the right to deny access to and use of the VaultN Platform, Services and Add-Ons , to You and any Other Users . VaultN may terminate your access or delete your Account and Metadata if there is reasonable suspicion that your use of the VaultN Platform, Services and Add-Ons breaches these T&Cs, Terms of Services, Terms of Add-Ons or Applicable Law. Notifications regarding such decisions will follow the terms in Section 16.

If VaultN terminates or suspends Your Account for any reason, You are prohibited from registering and creating a new account.

Additionally, VaultN owns any Transaction Data collected over the VaultN Platform, Services or Add-Ons and You hereby waive any rights or claims you may have related to Transaction Data. You may not use, copy, distribute, modify, or create new works based on any VaultN Content or Transaction Data without a legal right or express permission from VaultN, including altering any copyright or trademark notices. For the avoidance of doubt, VaultN does not own any Metadata and does not lay claim to any third-party copyrighted material. You are not granted any rights to use, duplicate, copy, edit or otherwise utilize the Transaction Data. beyond what is provided for in these T&Cs.

VaultN will keep certain data that You send over VaultN Platform to manage its performance, as well as data related to how You use the VaultN Platform, Services and Add-Ons. While VaultN regularly backs up this data, You are fully responsible for all data You transmit and any activities You engage in using the VaultN Platform, Services and Add-Ons. You agree that VaultN will not be liable for any loss or corruption of this data, except as outlined in the data processing agreement between both parties. By agreeing to this, You waive any right to take action against VaultN for such data loss or corruption, except for liability that VaultN accepts under the any data processing agreement.

11. MODIFICATIONS AND INTERRUPTIONS

VaultN reserves the right to change, modify, or remove the contents of the Account, VaultN Platform, Services and Add-Ons or discontinue them. VaultN cannot guarantee constant availability of VaultN Platform, Services and Add-Ons except as specified in the SLA. Maintenance, hardware, software issues, or third-party problems may result in interruptions, delays, or errors detailed under the SLA.

VaultN may update, revise, suspend, or discontinue the VaultN Platform, Services and Add-Ons. Uptime commitments are based on the SLA, accessible at https://vaultn.com/sla/, excluding planned or third-party-related downtime. VaultN is not liable for loss, damage, or inconvenience caused by VaultN Platform, Services and Add-Ons downtime or discontinuation, except as covered under the SLA. VaultN is not obligated to maintain, support, or provide corrections, updates, or releases beyond SLA commitments.

You are deemed to accept these terms concerning actions on Accounts, VaultN Platform, Services and Add-Ons, provided proper notice is given under Section 16.

12. CONFIDENTIALITY

VaultN will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although VaultN performs regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that VaultN shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against VaultN arising from any such loss or corruption of such data.

Additionally, you are liable for ensuring that all the documents, agreements, or clarification texts necessary under the applicable laws are in place and signed by the consumers to whom you are providing services, with respect to processing any personal data or other data (such as behavioral data and purchases made by such consumer) related to the consumers and transferring these data to VaultN. In such documents, you are obligated to clearly express that VaultN will be able to store such data for the intention of storing specific purchases in order to manage the interaction and access the purchased products. You hereby accept, declare, and undertake that you will be liable for the requests made by any consumer or third party related to the lack of legal structure in order to allow VaultN to perform any actions specified in these T&Cs.

13. INDEMNIFICATION

You agree to protect and compensate VaultN, including its subsidiaries, affiliates, and all their officers and employees, from any losses, damages, or claims made by third parties. This includes covering reasonable attorney fees and costs. The claims may arise from (i) Your participation in Prohibited Activities on the VaultN Platform, Services or Add-Ons, (ii) Your violation of others’ rights, like intellectual property, or (iii) Your use of the VaultN Platform, Services or Add-Ons in a harmful manner. VaultN may take over the defense of any situation requiring your protection, and You must assist at your own cost. VaultN will inform You about any related claims, actions, or proceedings as soon as possible. VaultN reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

14. DISCLAIMER

THE VAULTN PLATFORM, SERVICES OR ADD-ONS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. SAVE AS PROVIDED ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND THE SLA, VAULTN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS, OR IMPLIED, AS TO: THE VAULTN PLATFORM; SERVICES; ADD-ONS; VAULTN CONTENT; DIGITAL INVENTORY; OR SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO VAULTN. IN ADDITION, VAULTN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

EXCEPT FOR THE TERMS IN THE SLA, VAULTN DOES NOT REPRESENT OR WARRANT THAT THE VAULTN PLATFORM, SERVICES OR ADD-ONS WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED. VAULTN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE VAULTN PLATFORM, SERVICES OR ADD-ONS ARE ACCURATE, COMPLETE OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THESE IS AT YOUR SOLE RISK. VAULTN DOES NOT WARRANT THAT YOUR USE OF THE VAULTN PLATFORM, SERVICES OR ADD-ONS IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND VAULTN SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE T&Cs, DOCUMENTATION, TERMS OF SERVICES AND TERMS OF ADD-ONS AND VAULTN SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ACTION OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY DIGITAL INVENTORY.

THE TERMS IN THE SLA ARE APPLICABLE TO THESE T&CS, TERMS OF SERVICES AND TERMS OF ADD-ONS AND SHALL DETERMINE THE REPRESENTATIONS OF VAULTN WITH RESPECT TO THE OPERATION OF THE VAULTN PLATFORM, SERVICES OR ADD-ONS THE PROVISION OF VAULTN PLATFORM, SERVICES OR ADD-ONS INCLUDING UPTIMES, DOWNTIMES AND MAINTENANCES.

15. CONFIDENTIALITY

“Confidential Information” means any written or oral information, or information which a reasonable person would consider confidential based on the circumstances of disclosure or the nature of the information, such as business, financial, technical, sales or customer information, product development plans, source code, technology, specifications, processes, diagrams, manuals, unpublished content and personal data, and which is disclosed by or on behalf the Disclosing Party to the Receiving Party in connection with these T&Cs, but Confidential Information shall not include any such information which (a) was in the public domain prior to the execution of these T&Cs, (b) becomes part of the public domain through no wrongful action by the Receiving Party; (c) was already known by the Receiving Party without an obligation of confidentiality; or (d) is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information.

The Receiving Party shall hold Confidential Information in confidence using the same degree of care as it normally exercises to protect its own confidential or proprietary information, but in no event shall it use less than reasonable care, and it shall not disclose or transfer Confidential Information without the prior written consent of the Disclosing Party. The Receiving Party may use Confidential Information solely for the purpose of exercising its rights or performing its obligations under these T&Cs. Notwithstanding the foregoing, (a) the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees solely on a need-to-know basis and is responsible for all acts and omissions of its employees with respect to such Confidential Information; and (b) if the Receiving Party is requested or required by law (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such request(s) (if permitted by law) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of these T&Cs. If such protective order or other remedy is not obtained, or if the Disclosing Party grants a waiver hereunder, the Receiving Party may furnish that portion (and only that portion) of the Confidential Information which the Receiving Party is legally compelled to disclose and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information so furnished.

The Parties agree that any breach of this Section may cause irreparable injury not adequately compensable with monetary damages. Accordingly, in addition to any rights otherwise available at law, in equity or by statute, the non-breaching Party is entitled to seek injunctive and other equitable relief on behalf of itself and its affiliates in the event of a breach or threatened breach of this Section. At any time, the Disclosing Party may provide a written request to the Receiving Party requiring the Receiving Party to destroy or return, at the Receiving Party’s discretion, any Confidential Information of the Disclosing Party in the possession or control of the Receiving Party and certify the completion of such to the Disclosing Party; provided, however, that in the event any Confidential Information is held by the Receiving Party as part of the Receiving Party’s regularly-scheduled data back-up and data protection procedures, or in the event the Receiving Party is required to maintain the Confidential Information in order to comply with Applicable Law, such data may remain in the Receiving Party’s possession for a limited amount of time pursuant to such procedures or applicable law and in accordance with these T&Cs.

16. INSURANCE

VaultN currently has several insurance policies that may be applicable to your Account. Insurances are not offered, sold, distributed or otherwise supplied by VaultN, but they are instead provided by a third-party insurance provider. These insurances are optional and will only apply to those Accounts who specifically request to be insured. Should you choose to benefit from such insurances in order to mitigate risks and prevent damages, you can notify VaultN at any time. VaultN reserves the right to charge insured Accounts for the insurance amount and to change the type of insurance available to you at any time.

You hereby acknowledge and agree that VaultN does not, nor does it intend to act as an insurance supplier or provider. Any insurance made available through VaultN is provided by third party insurance suppliers or providers under their own terms, and VaultN has no right or discretion to determine, change or amend the terms under which such insurances will be provided.

If you elect to benefit from insurances, VaultN will provide you with certain Documentation regarding such insurance and you, by accepting to be insured, will be deemed to have accepted to be bound by such terms informed to you by VaultN with respect to the selected insurances. VaultN reserves the right to change the terms related to the availability of the insurances any time and will, on best effort basis, notify you about the changes in a reasonable period.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold VaultN harmless, including the subsidiaries, affiliates, and all of the respective officers, agents, partners, and employees, from any losses, damages, or claims made by third parties due to or arising out of: (1) use of the Platform, Services or Features; (2) breach of these T&Cs; (3) any breach of your representations and warranties set forth in these T&Cs; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, VaultN reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify VaultN, and you agree to cooperate, at your expense, with the defense of such claims. VaultN will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

18. LIMITATION OF LIABILITY

Except for damages resulting from personal injury, death, willful misconduct, or gross negligence, neither party shall be liable for any incidental, indirect, special, exemplary, or consequential damages, including loss of production, business profits, business interruption, or data loss related to the use of the Vaultn Platform, Services Or Add-Ons. VaultN shall not be liable to Your contracting parties or any third parties.

VaultN shall only be liable for (i) adverse impacts on Your systems that are caused directly from willful misconduct or gross negligence of VaultN in the provision of the Vaultn Platform, Services Or Add-Ons (ii) transaction failures due to unavailability exceeding the Issue Resolution Time defined in the SLA, or (iii) your inability to access the Vaultn Platform, Services Or Add-Ons due to VaultN’s willful misconduct or gross negligence. VaultN is not liable for issues arising from your misuse of the Vaultn Platform, Services Or Add-Ons or due to your incompatible systems.

Except for the damages consisting of personal injury or death, VaultN’s total liability, shall in no event exceed the Charges paid by You during the preceding 6 (six) months prior to the event that gave rise to the compensation claim.

19. NOTICES, ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

In case of any change, modification to these T&Cs, Documentation, Terms of Services, Terms of Add-Ons, Plan, Vaultn Platform, Services Or Add-Ons or suspension and discontinuance thereof or your Account, notices will be provided under the terms below:

90 Days Notices: If VaultN decides to suspend, change, or discontinue all or any part of Vaultn Platform, Services Or Add-Ons and this decision doesn’t require “notice whenever practical,” VaultN will notify You at least 90 (ninety) days in advance. During this time, You can opt-out of Services or Add-Ons, or terminate these T&Cs.

Advance Notices: For any planned or foreseeable changes that do not materially impact the Vaultn Platform, Services Or Add-Ons, or existing terms thereof, VaultN shall provide a minimum of 30 (thirty) days advance notice. Such changes may include, without limitation, the introduction of new Vaultn Platform, Services Or Add-Ons or minor amendments to the T&Cs, Documentation Terms of Services or Terms of Add-Ons that do not substantially alter their effect.

Notice Whenever Practical: VaultN reserves the right to take immediate and unforeseen actions in cases of suspected fraud, Prohibited Activities, or legal obligations under the Applicable Law. While VaultN prioritizes providing advance notice whenever feasible, it will notify You of such actions as soon as practical. You acknowledge and accept that actions taken without prior notice will remain valid and enforceable. Any notice sent by VaultN will enter into force (i) on the date determined in the relevant advance notice or (ii) immediately in case of immediate action without prior notice.

All notices under these T&Cs that will be made to You shall be deemed to have been made upon being sent to e-mail address you have provided in your Account credentials.

Visiting the Platform, sending VaultN emails, and completing online forms constitute electronic communications. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by VaultN or via VaultN Platform.

20. MISCELLANEOUS

These T&Cs, Documentation, Terms of Services and Terms of Add-Ons are governed by and interpreted as per the Applicable Law, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. VaultN B.V and Yourself both agree to submit to the exclusive jurisdiction of the courts of Amsterdam.

In the event of a force majeure where either party is unable to fulfill its obligations due to circumstances beyond their control—such as acts of terrorism, war, emergencies, natural disasters, or work stoppages—this non-performance will be excused during that time and will not be deemed a breach of these T&Cs, Documentation, Terms of Services and Terms of Add-Ons. Nevertheless, the affected party must take reasonable steps to mitigate the issue and should resume their obligations once the situation is resolved.

These T&Cs, Documentation, Terms of Services and Terms of Add-Ons constitute the entire agreement and understanding between You and VaultN. The failure to exercise or enforce any right or provision of these T&Cs, Documentation, Terms of Services or Terms of Add-Ons shall not operate as a waiver of such right or provision. These T&Cs, Documentation, Terms of Services and Terms of Add-Ons operate to the fullest extent permissible by Applicable Law. VaultN may assign any or all of the rights and obligations to others at any time.

If any part of these T&Cs, Documentation, Terms of Services and Terms of Add-Ons is found unlawful or unenforceable, it will be removed without affecting the rest. These T&Cs, Documentation, Terms of Services and Terms of Add-Ons do not create a joint venture, partnership, employment, or agency relationship between You and VaultN. You agree not to interpret these T&Cs, Documentation, Terms of Services and Terms of Add-Ons against VaultN for drafting them and waive any defenses related to their electronic form or lack of signatures.

21. CONTACT VAULTN

In order to resolve a complaint regarding the VaultN Platform, Services or Add-Ons exercise Your data subject rights or if You believe that Your intellectual property is infringed, please contact VaultN at:

Mail: VaultN B.V, Nieuwezijds Voorburgwal 292 IV Amsterdam 1012 RT Netherlands E-mail: [email protected]

VAULTN DISTRIBUTION PLATFORM TERMS OF SERVICE

V1.10 (Last updated: 2025-03-26)

These Terms of Service are an integral part and subject to terms of VaultN Terms and Conditions (“T&Cs”), Documentation (as defined under T&Cs) that may be published and amended from time to time by VaultN over Platform (as defined under the T&Cs).

Any term with capitalized initial letter that are not defined herein shall have their corresponding meaning determined under the T&Cs and Documentation.

In case of any conflict between the T&Cs and Documentation, these Terms of Services shall prevail.

You hereby agree to comply with and adhere to the T&Cs, the Documentation and these Terms of Services in order to benefit from the Distribution Platform Services hereunder.

Article 1 – Definitions

Term	Definition
Product Information Platform Terms of Service	refers to the Terms of Service related to the Product Information Platform which will be concluded between You and VaultN for product catalog and Metadata management services.
Collection Terms of Service	refers to the Terms of Service related to the Collection Platform which will be concluded between You and VaultN for Collection Services.
Distribution Services	Refers to the services provided by VaultN under these Terms of Services that allows You to transfer, distribute and receive Digital Inventory to or from Connections, create, and manage your Vaults, distribution network and also issue and replicate restrictions of distribution rights and other terms.
Distribution Terms	refers to the distribution terms including the short form and the subsequent provisions thereof which are provided by VaultN as a template agreement to be concluded with you and the respective Connection.
Publisher	Refers to You or Your Connection who is a publisher or the owner of the rights to sell or distribute any Digital Inventory to Retailers.
Retailer	Refers to You or Your Connection who is a retailer, a distributor, a sub-retailer or a sub-distributor of Digital Inventory that is obtained from a Publisher where You or Your Connections sell and distribute such Digital Inventory to end-users.
Insertion Fee	Refers to the Charge applied for inserting a Digital Inventory.
Transfer Fee	Refers to the Charge applied for transferring any Digital Inventory.
Extraction Fee	Refers to the Charge to the Retailer applied for extracting any Digital Inventory.
Onboarding / Integration Fee	Refers to a Charge applied for the setup of Your Vault.
On-Demand Sale Fee	Refers to the Charge applied only to the Publisher for an On-Demand Extraction of Digital Inventory by a Retailer.
Order	Refers to an automated process via the Uan order, a keyless order, or a reservation placed by a Retailer for the authorization and fulfilment of a sale of Digital Inventory from a Publisher.
Order Fee	Refers to the Charge applied to an Order placed by a Retailer.
Payment Confirmation	Refers to a notification indicating that the fund transfer for the specific extraction or on-demand sale has been initiated by the respective payment provider on behalf of You or Your Connection, in line with the terms of the Collection Platform.

Article 2 - Scope

The scope of these Terms of Services is the provision of the Distribution Services by VaultN to You through the Distribution Platform and the payment of the Charges set out under the Plan.

Article 3 - VaultN’s Role in Orders through the Platform

VaultN operates a Distribution Platform enabling Digital Inventory to be transferred between Publishers and Retailers, and if so configured to be sold between You and Your Connection. VaultN is acting as a technology Platform, marketplace and matchmaking facilitator, in a role strictly limited to, acting as an intermediary and providing a matchmaking facilitation and a platform where You engage with Your Connections for transactions. Any of those transactions require an Order being placed by You or your Connection in order to be processed. VaultN does not own, manage, or assume responsibility for the Digital Inventory exchanged or sold via the Distribution Platform. You are solely responsible for setting the prices of Your Digital Inventory and ensuring its availability to Your Connections. VaultN does not participate in the ownership, negotiation or the saleof the Digital Inventory. All responsibilities related to the pricing, quality, and compliance of the Digital Inventory, rest exclusively with You.

VaultN does not examine, evaluate, or warrant the offerings of any such businesses or individuals, nor does it guarantee the content of Digital Inventory. Unless explicitly stated otherwise in the T&Cs and Documentation, VaultN does not assume any responsibility or liability for the actions, products, or content of these or any other Connections. When You interact with a Connection, VaultN may share information related to those transactions with that Connection.

VaultN allows You to list and sell your Digital Inventory on the Distribution Platform. In each case, this is clearly indicated on the relevant Digital Inventory page. While VaultN facilitates transactions carried out on the Distribution Platform, VaultN is neither the buyer nor the seller of the items being exchanged. Instead, VaultN provides a venue for You to connect with other Connections, replicate and set out Your engagement with such Connections either over the Distribution Terms or other agreements to be concluded between You and Your Connections, and eventually complete transactions. Accordingly, the relationship formed at the conclusion of a sale is exclusively between You and the Connection involved in the transaction. VaultN is not a party to this contract, does not assume any liability arising from it, and does not act as an agent for either Publisher or the relevant Connection.

Unless explicitly stated otherwise, You are responsible for Your transactions, including handling any claims or issues that arise out of or in connection with Your agreements with Your Connections. Ownership and risk associated with the product shall transfer to the Retailer upon completion of the transfer.

Article 4 - Collection and Refund

In case You are a Publisher:

Provided that You and the relevant Retailer accept Collection Services under the Collection Platform Terms of Services, VaultN may initiate the collection process for the Digital Inventory sold. In this case, payments from the relevant Retailers will automatically be collected and then made available to You via the Collection Platform using Payment Service Providers. You may then withdraw the aggregated funds to Your designated bank account in accordance with the terms of the Collection Platform and the terms of the relevant Payment Service Providers which you will accept and comply with in order to use Collection Services.

After You receive Payment Confirmation, You are obligated to transfer the Digital Inventory for which VaultN has initiated the Collection Services through the Collection Platform with the relevant Retailer. You hereby agree that VaultN shall not obligated to forward you any payment for any Digital Inventory not transferred and delivered to the Retailer and that the Retailer shall be entitled to cancel the order of any Digital Inventory prior to its delivery. If, for any reason, You failed to transfer and deliver any Digital Inventory that you received the payment for, You hereby accept and undertake to refund any amounts that you received for the Digital Inventory that is not transferred and delivered to the Retailer. You may also be liable for any damages incurred by the Retailer due to such failure to transfer and deliver paid Digital Inventory based on the terms between you and the Retailer. In all cases, you shall not hold liable for any Digital Inventory that You have failed to transfer and deliver.

In case You are a Retailer:

Provided that You and the relevant Publishers accept Collection Services under the Collection Platform Terms of Services, payments for the Digital Inventory that You purchased from Publishers will be automatically collected and the funds will be forwarded to the relevant Publisher. In this case, payments to the relevant Publishers will automatically be collected and then made available to the Publishers via the Collection Platform using Payment Service Providers.

If any of the Digital Inventory You already paid for has not been delivered, You may request refunds or cancel Orders. Such refunds may be processed through the same API by canceling the corresponding reservation or Order. Fulfilled Orders, however, may only be accepted for return or refund by the Publisher, subject to the terms outlined in the Connection Settings and/or as defined under the terms between the You and the Publisher. You hereby accept and undertake that VaultN shall not be liable for any issue related to the delivery or transfer of Digital Inventory and that the Publisher is the only addressee for any issues related thereto.

Article 5 – Charges by VaultN

For the setup of your Vault, an Onboarding/Integration Fee as determined under your Plan shall be charged to You by VaultN.

For each Digital Inventory you insert to your Vault, an Insertion Fee as determined under your Plan shall be charged to You by VaultN.

Upon any complete and successful transfer of any Digital Inventory to or from Your Connection, a Transfer Fee shall be charged to either You or Your Connection depending on the Connection Settings by VaultN. In the event that Your Connection subsequently transfers the Digital Inventory to another Connection, additional Transfer Fees may be collected from Your Connection for those transfers.

Upon any completed and successful Order (API) or Extraction (UI), VaultN shall either charge an Extraction Fee to the Retailer or an On-Demand Sale Fee to the Publisher, depending on the Connection Settings. An Order Fee shall also apply to the Retailer.

The Extraction Fee shall be based on the net sale value of the Digital Inventory or the net suggested retail price, whichever is superior. The On-Demand Sale Fee shall be based on the net royalties received by the Publisher for the sale of the Digital Inventory.

Other actions may cause additional Charges as determined in your Plan.

Charges are not associated with the Digital Inventory itself but are related to the provision of the Distribution Services and in return for the Distribution Services. You will be required to pay Charges as reflected in your Plan.

The Charges will be payable as per the payment terms under the T&Cs. If You are using VaultN’s Collection Platform, You hereby accept that any Charges due in return of Distribution Services will be deducted from the amounts collected through Collection Services.

If You use Product Information Platform directly connected to the distribution of Digital Inventory using the Distribution Services, Product Information Services shall be provided to You without the requirement of paying any additional Charges for Product Information Services, unless otherwise specified in your Plan. This does not apply to additional services provided under Product Information Platform and the details of additional Charges must be paid according to the Plan. Details of Product Information Services are provided under the Product Information Terms of Services.

VAULTN SERVICE LEVEL AGREEMENT

V2.00 (Last Updated: 2025-03-07)

This Service Level Agreement ("SLA") documents the technical and service-level related terms with respect to the VaultN Platform, Services and Add-Ons for your Account, the maintenance of the VaultN Platform, Services and Add-Ons the support services to be provided with respect to the VaultN Platform, Services and Add-Ons and the agreed standards to which the maintenance and support will be provided.

This SLA forms an integral part of the T&Cs, Terms of Services, Terms of Add-Ons and Documentation.

Terms not defined herein shall refer to their meanings in the T&Cs, Documentation, Terms of Services and Terms of Add-Ons. In case of discrepancy between the terms in the T&Cs, Terms of Services and Terms of Add-Ons, Documentation and this SLA, this SLA shall prevail.

You hereby accept the terms of this SLA upon your acceptance of the T&Cs, Terms of Services and or Terms of Add-Ons.

Certain Service Level Indicators and/or Service Level Objectives hereunder may only be applicable for specific Services and Add-Ons. These will either be specified hereinafter or will be mentioned on the VaultN Platform.

Definitions

The followings terms define their corresponding meanings herein if they commence with capital letter within the text of this SLA. Any term not defined herein shall bear the meaning they are given under the T&Cs:

Term	Definition
“Account Type”	refers to one of the account types below: Starter Premium Enterprise If Your Account Type is not specified in your Plan, Your Account Type will be deemed as “Starter.”
“Availability (A)”	refers to the time period during which a specific functionality is available. Availability is calculated as detailed under article 2.
“Availability Threshold (AT)”	Refers to the threshold of Availability as per Your Account Type
“Business Day”	refers to a day on which the banks are operational, other than weekends, official holidays, and religious holidays applicable in the Netherlands.
“Business Hours”	refers to the time period between 9:00 am an 5:00 pm CET (8:00 am to 4:00 pm UTC) during any Business Day.
“Critical Severity”	the highest severity level of the Defects that render the Platform inoperable, including but not limited to server crash and high risk of server downtime.
“Compensation”	the amount of compensation that You may be eligible under the compensation calculations herein, which will be used for future Charges.
“Defect”	refers to any malfunction of the Platform that may or may not render the Platform inoperable, however, is required to be fixed for optimum operation of the Platform.
“Downtime”	refers to the time period during which the VaultN systems are not accessible, except for the periods caused by Exceptions.
“Exceptions”	refers to the exceptions determined under Article 5.
“Important Severity”	the third level of severity of Defects that do not render the Platform inoperable, has no direct adverse impacts on the provision of Services and/or access to the Platform, however, has the potential to do so if left unattended.
“KPI”	refers to as a key performance indicator.
“Service Level Objectives (SLO)”	refers to the non-binding objectives for service levels, for which VaultN shall use reasonable resources.
“Urgent Severity”	the second highest level of severity of Defects that do not render the Platform inoperable, however, has adverse impacts on the provision of Services and/or access to the Platform.
“Resolution Time”	refers to the time period in Business Hours during which a Defect will be resolved. Resolution Time shall commence after the Response Time and shall vary based on the severity level as further explained under article 5.
“Response Time”	refers to the time period in Business Hours during which a response will be provided to the relevant support request for a Defect.
“Severity Level”	refers to the severity levels related to a Defect as categorized under article 5.
“Short-Term Resolution”	refers to a hot fix, meaning the temporary solution of a Defect or a workaround aimed to re-establish Availability.
“Long-Term Resolution”	refers to a permanent or longer-term solution that will require an adjustment of the Platform in order to ensure that no further Availability impacts shall arise from the Defect.

KPIs AND METRICS

Availability (A):
- Definition: Although not directly represented as a variable in the formula, it is the complement of Downtime. Downtime shall be reduced for the periods of unavailability due to Exceptions.
- Calculation: A = 1 – D
- Purpose: Availability is a core operational KPI that underpins the downtime fraction. High availability leads to lower downtime and thus lower or no compensation.
Downtime Fraction (DF):
- Definition: The percentage (or proportion) of the total quarterly period during which the service was unavailable.
- Calculation: DF = Total Downtime (hours) / Total Available Hours in the Quarter
- Purpose: This KPI directly reflects the reliability and availability. A lower Downtime Fraction indicates higher quality and availability.
Normalized Downtime Factor (NDF):
- Definition: The Normalized Downtime Factor (NDF) is a simple measurement that shows the Downtime fraction (DF) applicable to Your Availability Threshold. For Availability Treshold of 99%, when DF is exactly 1% (0.01), NDF = 0, and when DF is at 5% (0.5), NDF = 1. Any value in between scales linearly. This makes it easy to see at a glance how severe the Downtime is within that defined range.
- Calculation: NDF = (DF − 0.01)/0.05
- Purpose: By normalizing Downtime into a simple 0-to-1 factor, NDF provides a consistent basis for scaling compensation or other performance-based adjustments proportionally within the defined Downtime range.
Average Monthly Charges (AMC):
- Definition: The average of the monthly Charges You actually paid to VaultN based on Your Plan during the quarter preceding the occurrence of the Defect.
- Calculation: AMC = (Total Charges paid during a quarter) / 3
- Purpose: This metric serves as the base value from which Compensation is calculated. The Compensation amounts are expressed as a fraction or percentage of these average charges.
Compensation Tiers / Thresholds:
- Definition: Predefined Downtime thresholds (e.g., 1% or 5%) that trigger different compensation rates or caps.
- Purpose: These tiers create a structured, predictable, and enforceable relationship between service performance (downtime fraction) and the resulting compensation. They are not strictly performance indicators but serve as key reference points or milestones that determine different levels of financial responsibility.
Maximum Compensation (MC):
- Definition: The maximum Compensation that You would be eligible under this SLA.
- Calculation: MC = 0.5 x AMC

SEVERITY LEVELS AND RESPONSE TIME BASED ON ACCOUNT TYPE

Severity Level	Account Type	Response Time (hours)	Resolution Time (after Response Time, hours)
		Response Time	Short-Term	Long-Term
Critical Severity	Starter	8	4	24
	Pro	4	4	16
	Enterprise	2	4	8
Urgent Severity	Starter	16	8	48
	Pro	8	8	24
	Enterprise	4	8	16
Important Severity	Starter	24	24	72
	Pro	16	24	48
	Enterprise	8	24	24
Other	–	48	Depending on development roadmap

SERVICE LEVEL AND OBJECTIVES

4.1. Applicability by Account Type

Whether Service Level Objectives (SLO) or Service Level Agreement (SLA) provisions apply shall depend on the specific Account Type as defined under the applicable Plan. VaultN reserves the right to offer differentiated service levels and response times according to the designated Account Type as follows:

SLO: Starter
SLA: Premium, Enterprise

4.3. Distinction Between UI and API Access

Defects impacting only the User Interface (UI) and not the overall system availability will be classified at a lower severity unless such defects render the entire system inaccessible.

API-related defects with broader operational impacts or disruptions will be prioritized in alignment with the Severity Level.

4.4. Adjustments to Availability Thresholds

VaultN guarantees the following Availability Thresholds:

Starter: SLO of 99%
Premium: SLA of 99%
Enterprise: SLA of 99.9%

Compensation for Downtime shall only apply if the Availability for the respective account level falls below these thresholds, calculated as per Article 3.

COMPENSATION CALCULATION

Any Compensation referred to hereunder shall be construed as compensation against future Charges. Nothing herein shall be understood as VaultN is obligated to make any actual payment for Compensation calculated under this Article.

For Services and Add-ons, Compensation shall only be applicable in case the Availability of such Service/Add-on is below the Availability Threshold. Compensation shall only be limited to the Services, or Add-ons that are affected by the Downtime and You will not be eligible for Compensation with regards to the Services and Add-Ons that reach Availability of at least 99%.

Other than the Exceptions, the following Compensation method shall be used for damages caused by inability to resolve any Defect after the relevant Resolution Times stated in Article 3 are elapsed.

Compensation Calculation:

Availability (A)*	Compensation Tier	Compensation
> AT	1	0
AT > A >95%	2	(MC) x (NDF)
< 95%	3	MC

*: Calculated after the relevant Resolution Times are elapsed

Example calculation for Compensation:

Assumed Availability and AMC
- A = 96% = 0.96
- AT = 99%
- AMC: $300
Step 1: Determine Downtime Fraction (DF)
- DF =1−A=1−0.96=0.04
Step 2: Compute NDF
- NDF = DF−0.01/0.05 = 0.6
Step 3: Compute MC
- MC = 0.5 x AMC = $150
Step 4: Identify the Compensation Tier
- Since Availability is 96%, the 2nd Compensation tier will be used.
Step 5: Identify the Formula to be Used
- 2nd Compensation tier (for A=0.96) is:
  - Compensation = MC x NDF
Step 6: Compute the Compensation
- Compensation (for DF=0.04) = $150×0.6 = $90
Result:
- For 96% Availability and an AMC of $300, the Compensation would be $90.

For the avoidance of doubt, no Compensation shall be due for an SLO.

EXCEPTIONS

The following are considered as Exceptions to the undertakings under this SLA:

In case You have unpaid Charges due and invoiced;
In case no Services, or Add-ons are activated in Your Account;
Defects caused by use of third-party software, whether authorized or not;
Defects caused by the hardware through which the VaultN Platform, Services and Add-Ons are accessed;
Defects caused by the operating software installed on the hardware;
Defects caused by incompatibility of the VaultN Platform, Services and Add-Ons with any hardware or software used by You , any Main User or any Other Users;
Defects caused by Your default, which may be both physical and digital;
Defects caused by actions or inactions by You, any Main User, Other Users, or Your employees, agents, contractors, or vendors, or anyone gaining access to the VaultN Platform, Services, or Add-ons by means of Your passwords or equipment that are not in accordance with T&Cs and Documentation;
Defects caused by Force Majeure events;
Defects caused by third-party service providers which are beyond the control of VaultN, such as electricity and remote server outages, if any;
Defects caused by abuses or other behaviors that violate this SLA, T&Cs, Documentation, Terms of Services, Terms of Add-Ons and other relevant terms in force between the You and VaultN;
Defects resulting from your continued use of the VaultN Platform, Services, and Add-Ons after VaultN has instructed you to change your usag, and you have not made those changes;
Defects caused by Your enrolment to or use of beta, trial offers, early access programs, and/or demos (as determined by VaultN);
Inability to access the VaultN Platform, Services, Add-Ons or the inability to reach the support channels herein that are caused due to your Account not being able to meet the minimum required security for accessing such (e.g. no Multi-Factor Authentication);
Any Defects within environments other than the VaultN Platform, Services, or Add-ons such as the staging, testing, or sandbox environments; and
Maintenance windows as defined in Article 6.

Please note that Exceptions provided above are causes for Downtime without any control or effect of VaultN, thus are not covered by this SLA. In case the VaultN Platform, Services, or Add-ons become inaccessible or unavailable due to the Exceptions provided above, no undertaking with respect to Availability shall apply during when such Exceptions continue to have adverse impact on the VaultN Platform, Services, or Add-ons.

The SLA does not apply to any: (a) features designated as alpha or beta (unless otherwise set forth in the associated Documentation), (b) features not clearly included in this SLA.

MAINTENANCE AND SUPPORT SERVICES

7.1. Maintenance

In order to ensure the smooth operation of the VaultN Platform, Services and Add-Ons VaultN shall perform routine and extraordinary maintenances on the VaultN Platform, Services and Add-Ons or a certain part thereof.

Routine maintenances are aimed to be performed once every two weeks. This is not an obligation, but an objective.

VaultN may also hold scheduled maintenances upon necessity. Again, this is not an obligation but an objective.

Routine and scheduled maintenance dates will be posted over the VaultN Platform at least 7 (seven) days prior to such maintenance.

VaultN may initialize extraordinary maintenance if it determines any Defects. Such maintenances and their expected duration will be notified to You as soon as practical.

7.2. Support Services

VaultN provides e-mail support, online form support, phone support and on-site support. In case any User of an Account experiences a Defect, the following communication methods should be used in order to address the issue.

7.2.1. E-mail, Online Form

The support requests to be made over the e-mail shall be made to the following address: [email protected]

The support requests to be made on the online form can be accessed through https://www.vaultn.com/contact/

7.2.2 On-site Support

In special circumstances where remote support is not sufficient to detect and solve the Defects, VaultN may provide on-site support to You, provided that the costs of such on-site support is covered by You separately. You shall fully cooperate and ensure the access of the representatives authorized by VaultN to all of Your facilities necessary to successfully complete the on-site support and remove the Defects.

7.3. Support Mechanisms by Account Type

Support services provided will depend on the specific Account Type as follows:

Starter Account: Email and Online Form support only

Premium Account: Email, Online Form, and Microsoft Teams Channel

Enterprise Account: All of the above, with priority routing and optional on-site support (at additional cost).

ACCESS AND PERFORMANCE MONITORING

VaultN Platform, Services and Add-Ons may be accessed via UI or API or both, as applicable.

VaultN shall implement all measurement and monitoring tools and procedures necessary to measure and monitor of the performance of the provision of the VaultN Platform, Services and Add-Ons against the applicable Service Levels. To this end, VaultN agrees to notify You with any issue which may likely affect the optimum provision, as either on the VaultN Platform or by sending a separate notification as e-mail, with the communication method being in the sole discretion of VaultN.

PERSONAL DATA PROTECTION LEGISLATION COMPLIANCE

VaultN does not collect or process any personal data pertaining to You, Your clients, employees, agents or other persons involved in your business transaction while using the VaultN Platform, Services and Add-Ons other than those you provide before using the Platform, for which proper documentation will be obtained from you.

You understand that you and/or VaultN may be obligated, under the applicable law, to report or notify relevant regulatory authorities (including but not limited to Dutch Authorities such as Autoriteit Persoonsgegevens and Rijksoverheid) in case it is determined that there is an issue related to personal data protection or compliance, including but not limited to breach of data. For this purpose, You hereby grant an irrevocable power of attorney in favor of VaultN as an exclusive legal authorization so that VaultN may report or notify the relevant regulatory authorities or perform such actions that may be necessary with respect to issues related to personal data protection or compliance on Your behalf.

VaultN shall be able to use this power of attorney given under this article immediately after You commence using the VaultN Platform.

MISCELLANEOUS

The Parties agree that laws of Netherlands shall apply to this SLA and that the jurisdiction for any conflict based hereupon shall finally fall in courts and enforcement offices in Amsterdam, Netherlands.

This SLA shall enter into force on the Effective Date and shall remain in force until the termination of the T&Cs.