Version 2.00 - published 1 October 2026. Applies from 1 October 2026 to Accounts registered on or after that date, and from 1 January 2027 to Accounts registered before that date. Choose the terms that apply to your Account:

Publisher Terms & Conditions Retailer Terms & Conditions Previous versions

GENERAL TERMS & CONDITIONS (PUBLISHER)

V2.00 (Last updated: 2026-10-01)

This version replaces version 1.23. It applies from October 1, 2026 to Accounts registered on or after that date, and from January 1, 2027 to Accounts registered before that date.

These general terms and conditions (“T&Cs”) form an integral part of the Agreement and contain three sections:

Section A (General Terms): these terms govern:

1 the relation between VaultN and the Publisher; and

2 the usage of the Platform.

Section B (Distribution): these terms govern the Distribution Services;
Section C (FastTrack): these terms govern the FastTrack Services.

PRIVACY VaultN believes it is important to be transparent about how we process your personal data. For more information, please read our privacy notice which can be found at https://vaultn.com/privacy-policy/ and our DPA found at https://vaultn.com/dpa/.

SECTION A – GENERAL TERMS

1. Definitions

The following definitions are used in the Agreement:


Account(s):	The account(s) created on behalf of Publisher to use the Platform.
Activate(d):	The activation of Add-On or any other part of the Services by the Publisher. Activation can happen through: 1. the Platform; or 2. by contacting VaultN via [email protected].
Add-On(s):	An optional service provided as an add-on to a Service, subject to the relevant Add-On terms.
Agreement:	The agreement between you and VaultN, which includes the documents described in Clause 2.1.
Charges:	The fees or charges relating to the Services or Add-Ons.
Confidential Information:	Any written or oral information, including details about the Agreement, a Party’s business, finances, technology, products, processes, partners or employees and other information designated as confidential or reasonably understood to be so, except information, which the Receiving Party can prove to the reasonable satisfaction of the Disclosing Party, that: 1. was public prior to the Agreement; 2. is/becomes public through no fault of the Receiving Party; 3. was already known by the Receiving Party without the breach of any confidentiality obligations; or 4. 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 Platform.
Derivative Data:	Aggregated, anonymized, or otherwise transformed data generated by VaultN from Transaction Data, which does not identify or permit identification of any individual Publisher or User.
Digital Inventory:	The content or assets uploaded by the User(s) to the Platform, including the Key(s), information and data, such as descriptive, organizational or relational details, excluding Metadata, which is governed by the Product Information terms.
Disclosing Party:	The Party that discloses the Confidential Information.
IP Rights:	All forms of (intellectual and industrial) property rights, including but not limited to copyrights, database rights, patent (application) rights, design (application) rights, know-how and trade secret rights, whether registered or not, recognized in any country or jurisdiction in the world.
Key(s):	A unique, alphanumeric code that acts as a digital license to download specific software of the Publisher.
Or:	And/or.
Parties:	VaultN and the Publisher, each separately a “Party”.
Payment Service Provider:	The external entity providing payment processing services.
Plan:	General or specifically generated schedule of Charges applicable to your access to the Platform and the selection of Services and Add-Ons, which will form the basis of your payment obligations.
Platform:	The platform that VaultN provides to merchants and intermediaries for business use, including but not limited to via the Website and any mobile applications, APIs, and other technical interfaces provided by VaultN for access to the Services and Add-Ons.
Publisher:	The legal person on whose behalf the Users are authorized to receive the Services offered by and perform the transactions over the Platform.
Receiving Party	The Party that receives the Confidential Information.
Restricted Markets:	Markets of the countries that are subject to Sanctions, or that VaultN has otherwise excluded from the scope of the Platform, as indicated on the Platform.
Retailer(s):	The third parties purchasing your Key(s) through the Platform.
Sanctions:	Sanctions administered or enforced by the United States of America (including 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 the Agreement.
Service(s):	The services provided by VaultN under the Agreement, including the provision of the Platform and all related services and Add-Ons.
SLA:	A service level agreement between you and VaultN regarding technical support.
Transaction Data:	The records and information generated through the usage of the Platform, including purchases, sales, distributions, billing, and payments that VaultN may use for internal purposes.
Unsolicited Content:	Unsolicited feedback or ideas, including submissions of concepts, creative ideas, suggestions, stories, scripts or any other potential creative content provided to VaultN either in writing or orally.
User(s):	A natural person authorized by the Publisher to access and use the Platform on its behalf. Users can have various roles and rights, as shown on the following webpage: https://vaultn.readme.io/docs/understanding-user-roles.
VaultN:	VaultN B.V., a Dutch limited liability company.
VaultN Content:	The Platform and all layouts, color schemes, images, designs, and all related functions, source codes, other codes and all components and elements related to the Platform or VaultN.
Website:	The website that is used by VaultN to provide you with access to the Platform, including but not limited to https://my.vaultn.com.

2. Applicability

2.1 The Agreement consists of the following documents:

(A) The Plan;
(B) The T&Cs;
(C) The DPA (https://vaultn.com/dpa);
(D) The SLA (https://vaultn.com/sla) (if applicable);
(E) Any other conditions agreed between VaultN and the Publisher.

2.2 In case of any conflict between different provisions in the Agreement, the order of precedence will be as follows:

(A) Any amendment or other conditions expressly agreed in writing between VaultN and the Publisher;
(B) The Plan, solely with respect to Charges and other commercial terms;
(C) The DPA;
(D) The SLA (if applicable);
(E) Section B (Distribution) of these T&Cs and Section C (FastTrack) of these T&Cs (depending on the relevant Services);
(F) Section A (General Terms) of these T&Cs.

2.3 Any terms, Section, Service, or Add-On applies only once a User activates the relevant Service or Add-On via the Platform. An inactivated Service or Add-On imposes no (legal) obligations for you regarding its specific terms. For example: the Matchmaking & Brokerage Terms do not apply if you have not activated the Brokerage Services.

3. Role of VaultN

3.1 VaultN acts solely as facilitator and does not act as contracting party, principal, or representative of any party, except as expressly provided in a specific Section or Add-On.

4. Account

4.1 To use the Platform, you will need to register an Account. To register for an Account, you will need to follow the instructions on the Website and submit a username and a password. The creation and operation of an Account is subject to the Agreement. Please note: the Platform is intended for business use by merchants and intermediaries only, not for private individuals.

4.2 You warrant that all information you provide to VaultN is truthful, complete, and current, and you will keep it up to date. If VaultN reasonably believes any information is inaccurate or incomplete, VaultN may request updated information and block your access to the Platform until you comply.

4.3 Any username and password chosen by or issued to you is personal to the individual User and should only be used to facilitate that User’s use of and access to the Platform. You agree to ensure that Users do not disclose or share their username or password with any third party or with each other without prior written consent of VaultN.

4.4 VaultN highly encourages you to use multi-factor authentication for the security of your Account. Users with administrative rights must enable multi-factor authentication where the Platform makes this functionality available.

4.5 If you believe that the security of your username, password or Account may have been compromised, you must inform VaultN immediately by email at [email protected] and change your username and password immediately.

4.6 You accept and understand that you are solely responsible for all use of the Platform undertaken through your Account. Do not allow any other person access to your Account. VaultN is not liable for losses or damage resulting from any negligent or improper use of your Account or any use by a third party that results from failure to comply with the Agreement.

4.7 You will maintain appropriate security measures for the systems and credentials used to access the Platform and promptly deactivate Users who are no longer authorized to act on your behalf.

4.8 VaultN does not generally monitor information stored on or transmitted through the Platform. To the extent required by Regulation (EU) 2022/2065, VaultN acts on notices of allegedly illegal content sent to [email protected], decides on them without undue delay with appropriate human oversight, and, where it restricts, suspends, or terminates your access or content on grounds of illegal content or incompatibility with the Agreement, informs you of the reasons and of the redress available to you.

4.9 You can at all times terminate your Account via the Platform or by reaching out to VaultN by email at [email protected]. In this case, the License to the Platform and related Services will be terminated as well.

5. Obligations of the Publisher

5.1 The Publisher is not allowed to perform the following actions on or through the Platform (hereinafter referred to as “Prohibited Activities”):

(A) Circumventing or interfering with security features of the Platform.
(B) Disrupting or creating undue burden on the Platform or its networks.
(C) Deciphering, decompiling, disassembling, or reverse engineering any software of the Platform.
(D) Bypassing measures that restrict access to any part of the Platform.
(E) Copying or adapting the Platform’s software, including Flash, PHP, HTML, JavaScript, or other code.
(F) Using any automated system or unauthorized scripts to access the Platform, except for standard browser usage or access through APIs or other technical interfaces provided or authorized by VaultN.
(G) Using the Platform in violation of applicable law, including Sanctions.
(H) Accessing or using the Platform from a Restricted Market or providing any service to Restricted Markets using the Platform.
(I) Exceeding any rate limit, quota, or other technical restriction applied by VaultN or published on the Platform.

5.2 Neither you nor any of your directors may be (i) subject to Sanctions, (ii) located in a Restricted Market, or (iii) a party that VaultN cannot deal with under applicable law. Upon request, you will provide VaultN with the information VaultN reasonably requires to verify the eligibility of you and of any person holding an interest of 5% (five percent) or more in your entity. VaultN reserves the right to withhold access to the Platform if it reasonably suspects that you may be ineligible to use the Platform as per this Clause or if the requested information is not provided.

6. Payment Terms

6.1 After you accept the relevant Service or Add-On terms, the applicable Charges will be reflected in your Account.

6.2 Any payments done or Charges completed are non-refundable and exclusive of VAT and any other similar taxes. All payments shall be made free and clear of, and without deduction or withholding for, any taxes. If a deduction or withholding is required by law, the amount payable shall be increased so that VaultN receives the amount it would have received absent such deduction or withholding. Where applicable, VAT shall be accounted for by the recipient under the reverse charge mechanism.

6.3 You may not suspend the payment of the Charges or other payments or set off (verrekening) a payment obligation towards VaultN against a claim against VaultN.

6.4 VaultN may adjust Charges with thirty (30) days’ notice via the Platform. Your continued use after the effective date of such a change constitutes acceptance thereof. In case you do not agree with the adjusted Charges, you have the right to terminate these T&Cs via your Account on the Platform or by contacting VaultN at [email protected].

6.5 VaultN will send you an invoice at the beginning of each month for the Services or Add-Ons provided in the previous month. You are required to make payment within fifteen (15) days of the date noted on the invoice.

6.6 Should you dispute any invoice, you must raise the dispute in good faith and with reasonable detail by e-mail to [email protected] within fifteen (15) days of the invoice date. Invoices not disputed within this period are deemed accepted and final. Raising a dispute does not suspend your obligation to pay any Charges that are not subject to that dispute. VaultN will review the dispute against its records and correct the invoice or reject the dispute as soon as practical. A disputed invoice that is rejected or resolved in VaultN’s favor becomes payable within fifteen (15) days. Payment of undisputed Charges is required to continue access to the selected Services or Add-Ons. If undisputed Charges are not paid when due, VaultN may suspend access to the unpaid Services or Add-Ons until payment is completed.

6.7 Certain Services or Add-Ons may be paid by a Connection instead. In this case, your continued use of such Services or Add-Ons will be based on the payments made by that Connection. In case of non-payment by a Connection, you will be notified and allowed to make the relevant payment yourself if you wish to continue to use the relevant Services or Add-Ons.

6.8 In the event of late payment, VaultN will automatically charge interest on the overdue amount as per the statutory commercial interest of Article 6:119a of the Dutch Civil Code (Burgerlijk Wetboek), which will also be reflected in your Account for the Charges of the upcoming month. Different interest rates and different payment terms may be determined under the relevant Service or Add-Ons terms.

6.9 VaultN may offer different payment methods either directly or through Payment Service Providers. In case VaultN offers a payment method through a Payment Service Provider, you will be required to accept the terms and conditions of that Payment Service Provider. Applicable Payment Service Providers and their respective terms will be made visible to you through the Platform.

6.10 VaultN reserves the right to change, remove or add Payment Service Providers at any time at its sole and absolute discretion.

7. Intellectual Property Rights

7.1 All IP Rights to the VaultN Content are owned by VaultN or its licensors. The Agreement only provides for a license and does not transfer or sell any IP Rights to the VaultN Content. All rights that are granted to you are expressly mentioned in and are limited by the Agreement.

7.2 Subject to your full compliance with the Agreement, VaultN hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to:

(A) create an Account; and
(B) access and use the Platform, limited to use-cases expressly provided through the Platform and as allowed under the Agreement (the “License”).

7.3 VaultN has the right to suspend or terminate your License if you do not comply with the Agreement.

7.4 VaultN does not accept or review Unsolicited Content. Any Unsolicited Content will be disregarded to avoid any possible misunderstanding around IP Rights vested in the Platform. If you nonetheless provide Unsolicited Content to VaultN, you waive all claims in respect of any IP Rights in that content and acknowledge that VaultN may freely use, develop, or commercialize similar or competing products without compensation or obligation to you.

7.5 All rights in your Digital Inventory, including video games, downloadable content, in-game purchases, character assets, source code, designs and related elements, are and shall remain owned or licensed by you or your licensors. VaultN may access and process your Digital Inventory only as reasonably required to provide the Services or Add-Ons.

7.6 VaultN will maintain industry-standard information security measures to protect against unauthorized access, use, disclosure, alteration, destruction, loss or corruption.

7.7 VaultN is entitled to publicly identify Publisher by its specific name and logo on its website, sales, and marketing materials, and through other publicly available media as a client of VaultN. You may object to such use at any time by written notice to VaultN, in which case VaultN will cease new uses of your name and logo within thirty (30) days of receipt of the notice. VaultN is not required to recall or remove materials published prior to receipt of the notice.

8. Data

8.1 You may not copy, distribute, modify or create derivative works based on Transaction Data or Derivative Data without the express prior permission of VaultN. You may access, export, and use the Transaction Data relating to your own Account and transactions for your internal business purposes. For clarity, VaultN disclaims any ownership of the Digital Inventory and third-party proprietary content.

8.2 You understand and accept that VaultN can use the Derivative Data in any way and for any Services related or internal purpose, without any limitation to any time period, number or place. Upon request, VaultN may provide the Derivative Data in a standard digital format, subject to technical availability and any applicable Charges.

8.3 Except as expressly provided under the DPA or the SLA, VaultN shall not be liable for any loss, corruption or unauthorized alteration of your data. You remain solely responsible for all data you transmit or store via the Platform.

9. Conformity & Technical Support

9.1 The Services are provided on an “as is” basis without any implied warranty, except as expressly provided in the Agreement. This means that VaultN does not guarantee that the Services or Add-Ons are free from bugs or defects, work flawlessly or are available at all times.

9.2 VaultN will not provide technical support, except where an SLA applies to you under the Agreement.

10. Confidentiality

10.1 The Receiving Party will comply with the following obligations:

(A) The Receiving Party will keep the Confidential Information secret.
(B) The Receiving Party will not in any manner whatsoever provide the Confidential Information to third parties, unless the Receiving Party has received prior permission in writing from the Disclosing Party, unless the disclosure is made to its affiliates, directors, officers, professional advisers, auditors, insurers, or financing parties who need to know it for the performance of the Agreement and are bound by confidentiality obligations at least as protective as this Clause, for whose compliance the Receiving Party remains responsible, or the disclosure is required by applicable law, a court order, or a competent authority, provided that the Receiving Party notifies the Disclosing Party without undue delay where legally permitted.
(C) The Receiving Party will only use the Confidential Information for the performance of the Agreement and will refrain from using or exploiting the Confidential Information for its own or a third party’s benefit or purposes.
(D) The Receiving Party will inform the Disclosing Party immediately upon becoming aware or suspecting that an unauthorized person got access to the Confidential Information.

10.2 If the Agreement is terminated or if the Disclosing Party so requests, the Receiving Party will return, destroy, or permanently delete all Confidential Information and all files or copies containing it, and will confirm this in writing upon request. The Receiving Party may retain copies of Confidential Information to the extent required by applicable law or created by automated backup systems, provided that such copies remain subject to the obligations of this Clause.

10.3 The Receiving Party will be responsible for ensuring that its staff members, to whom the Confidential Information is made available in the context of the execution of their work, comply with the obligation of confidentiality under this Clause.

10.4 Any termination of the Agreement or these T&Cs will not affect the confidentiality obligations of this Clause, for as long as the information is either (a) Confidential Information; or (b) a trade secret under Directive EU/2016/943.

11. Updates & changes to the Services

11.1 VaultN may supply or make available updates to the Services.

11.2 VaultN has the right to make a change to the Services or Add-Ons, or to cease offering a part of the Services or Add-Ons, including a supported version of an API, at any time, provided that VaultN observes a notice period of 90 (ninety) days when possible, including but not limited to, in the event:

(A) technical reasons occur;
(B) commercial reasons occur;
(C) legal reasons occur; or
(D) VaultN has changed its offering within the Services.

11.3 VaultN may apply and adjust rate limits, quotas, and other technical restrictions on access to the Platform, including its APIs, as published on the Platform.

12. Liability

12.1 VaultN will only be liable for the damage that you suffer as a result of a material breach of any provision of the Agreement if:

(A) You have given VaultN a written notice of default which describes the material breach in sufficient detail; and
(B) VaultN did not cure the material breach within a term of thirty (30) days from the moment the notice of default has been received by VaultN.

12.2 The liability on the part of VaultN is excluded for indirect loss or consequential loss such as lost profit, lost savings, reduced goodwill and loss due to business interruption.

12.3 The liability of VaultN is limited to a maximum of the Charges in the six (6) months preceding the event which has led to the liability of VaultN. Liability for breaches of the data protection obligations under the DPA is governed exclusively by the DPA.

12.4 Any limitation of liability on the basis of the Agreement will not apply if the damage is resulting from willful misconduct or gross negligence on the part of the liable Party.

12.5 VaultN has no liability for any transaction completed in a Restricted Market or in breach of Sanctions to the extent it results from your failure to comply with your obligations regarding Restricted Markets and Sanctions.

13. Representations, warranties & indemnification

13.1 By using the Platform, you guarantee and represent that:

(A) You have the legal capacity to agree to comply with the Agreement.
(B) All registration information you submit will be true, accurate, current, and complete. You will maintain the accuracy of such information and promptly update such registration information as necessary.
(C) You will not access the Platform through automated or non-human means, such as through a bot, script or otherwise, except through APIs or other technical interfaces provided or authorized by VaultN.
(D) You will not use the Platform for any illegal or unauthorized purpose or in violation of any applicable law.
(E) You will follow third-party terms related to any Digital Inventory transferred to Retailers.

13.2 You agree to indemnify and hold harmless 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:

(A) a breach of the above representations;
(B) your participation in Prohibited Activities on the Platform;
(C) your violation of others’ rights, like intellectual property rights; or
(D) your use of the Platform in a harmful manner.

13.3 VaultN may assume the defense of any claim subject to your indemnification, and you must provide reasonable assistance at your own cost. VaultN will inform you about any related claims, actions, or proceedings as soon as possible, when reasonably possible.

13.4 VaultN reserves the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress.

14. Force Majeure

14.1 A Party will not be liable towards the other Party due to the failure to fulfil its obligations under this Agreement (in a timely manner) or a breach of this Agreement, if this is the result of events that are outside the control of that Party and reasonably make the fulfillment of the obligation impossible, including:

(A) breakdowns of the internet or electricity network;
(B) calamities or environmental disasters;
(C) virus outbreaks or pandemics;
(D) strike actions;
(E) war or terrorism;
(F) amended legislation.

14.2 The Party that relies on force majeure will inform the other Party as soon as possible of a situation as referred to in Clause 14.1.

14.3 Force majeure does not suspend or discharge payment obligations that accrued prior to the force majeure event.

15. Term & termination

15.1 The Agreement comes into force upon your acceptance thereof and will remain in effect for as long as you have an Account, or until any material part of the Agreement (including these T&Cs) is terminated in accordance with the provisions of this Clause.

15.2 Any specific Service or Add-On Terms shall remain in force until the relevant Service or Add-On is deactivated or until the relevant part of the Agreement is terminated for any reason.

15.3 Each Party has the right to terminate (a part of) the Agreement by providing written notice if the other Party breaches any material provision of the Agreement and the breach is not curable, or if the other Party fails to cure the breach within thirty (30) days of notice of the breach.

15.4 Without prejudice against other remedies, VaultN may immediately terminate (a part of) the Agreement and restrict, suspend or terminate your access to and use of the Services, or any part of them, if VaultN has reasonable cause to believe that:

(A) you are creating problems or possible legal liabilities for, or are infringing the rights of, VaultN, any of our Users or third parties;
(B) such restrictions will improve the security of the Platform or reduce VaultN’s or a User’s exposure to financial liabilities;
(C) you are violating (part of) the Agreement or any other applicable rules or policies. In the event of violations of the Agreement relating to child abuse or exploitation, VaultN will remove such content, block the Account and report it to the local authorities as soon as VaultN is aware thereof;
(D) VaultN will be or is unable to verify or authenticate any information, including your identity, you have provided after making reasonable efforts to do so;
(E) you have committed an uncurable material breach;
(F) you are engaging in any of the Prohibited Activities;
(G) you are involved with or part of Restricted Markets; or
(H) you are involved with fraud, illegal or child-safety content.

15.5 VaultN may terminate these T&Cs and your use of the Services at any time, provided that you are given a ninety (90) days prior written notice.

15.6 Each Party has the right to terminate the Agreement with immediate effect in the following situations:

(A) The other Party files for protection under bankruptcy or insolvency laws.
(B) The other Party makes an assignment for the benefit of creditors.
(C) The other Party appoints or suffers appointment of a receiver or trustee over substantially all its property.

16. Consequences of termination

16.1 In case any material part of the Agreement is terminated (including these T&Cs), you are no longer allowed to use the Platform, the Services and the Add-Ons, and the License granted to you immediately terminates.

16.2 Termination of a specific Section, Service or Add-On does not terminate the Agreement, the T&Cs or any other overarching agreement, but only terminates the specific Section, Service or Add-On it relates to.

16.3 Upon termination of these T&Cs, all pending transactions are completed or unwound and collected funds are settled per the Collection Terms, followed by a thirty (30) day data retrieval window and thereafter deletion of all related data, except where and for as long as retention is required by applicable law, the DPA, or a statutory retention period applicable to a party.

16.4 Where the Services qualify as data processing services within the meaning of Regulation (EU) 2023/2854 (Data Act), VaultN will provide the switching and exit support required by applicable law, including reasonable assistance with switching to another provider or to on-premises infrastructure, continuity support during the switching process, and the retrieval of your exportable data in a structured, commonly used, and machine-readable format. The categories of exportable data, the available formats and retrieval procedures, and any known technical limitations are set out in the documentation published on VaultN’s website.

16.5 Termination or cancellation of any part of the Agreement will not affect any provisions that are intended to survive termination, including without limitation the intellectual property Clause (Clause 7), the confidentiality obligations (as per Clause 10.4), liability (Clause 12) and the warranties and indemnification (Clause 13).

17. Changes

17.1 VaultN may change the Agreement from time to time. Changes do not apply retroactively and do not affect rights or obligations accrued prior to the effective date of the change.

17.2 For changes that do not materially and adversely affect your rights or obligations, including clarifications, corrections, operational changes, and the addition of new Services or Add-Ons, VaultN will make the change available via the Platform, and the change takes effect on the date stated.

17.3 VaultN may make changes with immediate effect and without prior notice where required by applicable law, or in response to suspected fraud, Prohibited Activities, Sanctions, or a security incident, in accordance with the immediate-termination grounds in Clause 15 (Term & Termination). VaultN will notify you as soon as practical, and such changes remain valid and enforceable.

17.4 For changes that materially and adversely affect your rights or obligations, VaultN will provide at least thirty (30) days advance notice via the Platform or by email.

17.5 Your continued use after the effective date of a change constitutes acceptance. In case you do not want to be bound by the amended terms and conditions, you have the right to terminate these T&Cs via your Account on the Platform or by contacting VaultN at [email protected].

18. Miscellaneous

18.1 The Agreement represents the entire agreement between the Parties in relation to the subject matter hereof and supersedes all previous negotiations, representations, undertakings and agreements both written and oral made between the parties with respect to the subject matter hereof. Each Party acknowledges that it has not relied on any statement, representation, warranty, or undertaking not expressly set out in the Agreement. Any confidentiality agreement between the Parties remains in force for information disclosed under it.

18.2 Headings are for convenience only and do not affect the interpretation of the Agreement. References in a Plan, amendment, or other document to a clause of a previous version of the T&Cs, or of any separate Service or Add-On terms consolidated into the T&Cs, are construed as references to the corresponding clause of the current version.

18.3 There is no partnership, joint ventures or other association between the Parties by virtue of the Parties’ execution of or performance under the Agreement.

18.4 You may not assign or transfer any rights or obligations under the Agreement without VaultN’s prior written consent. VaultN may condition its consent on (i) you remaining liable for any outstanding Charges, and (ii) the proposed assignee meeting VaultN’s eligibility and Sanctions requirements and providing the information VaultN reasonably requires.

18.5 VaultN may at all times assign or transfer any rights or obligations under the Agreement either (i) to an affiliate; or (ii) in connection with a merger or sale.

18.6 If any term of the Agreement shall be held to be illegal or unenforceable by a court of competent jurisdiction, such term or part shall to that extent be deemed not to form part of the Agreement and the remainder of the Agreement shall remain in full force and effect. To the extent permitted by law, such term shall be deemed substituted by terms (i) that are valid, legal and enforceable and (ii) the operation and effect of which are as similar as possible to the term they substitute for.

18.7 You agree that acceptance and activation by electronic means form a binding agreement, and you waive any defense based on the electronic form of the Agreement or the absence of a handwritten signature.

18.8 Notices under the Agreement may be given via the Platform or by email. Notices to you are deemed received when sent to the email address associated with your Account. Notices to VaultN are deemed received when sent to [email protected].

18.9 The Agreement shall be governed by and construed under the laws of the Netherlands. The Vienna Sales Convention is expressly excluded.

18.10 Any and all disputes arising from or in connection with the Agreement shall be subjected to the exclusive jurisdiction of the court of Amsterdam, the Netherlands.

19. Contact VaultN

To resolve a complaint regarding the Platform or if you believe that your intellectual property is infringed, please contact VaultN at:

Mail: VaultN B.V., Kon. Wilhelminaplein 13, Tower 1, Floor 14, 1062 HH Amsterdam, the Netherlands

Email: [email protected]

SECTION B – DISTRIBUTION

These terms and conditions are only applicable in the event the Distribution Services are being delivered to Publisher. This is the case when the Distribution Services are Activated.

1. Additional Definitions

The following definitions are used in addition to the definitions used in Clause 1 of Section A (General Terms) of the T&Cs:


Collection Terms:	The subsection “Collection Services” of this Section B of the T&Cs.
Distribution Services:	The services provided by VaultN under this Section B of the T&Cs that allow you to transfer, distribute, and receive Digital Inventory to or from Connections, create and manage your vaults and distribution network, and issue and replicate restrictions of distribution rights and other terms.
Distribution Terms:	The terms governing the distribution relationship between you and a Connection, including any template agreement provided by VaultN or any other terms agreed between you and the respective Connection.

2. Distribution

2.1 While VaultN facilitates transactions carried out on the 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, structure and set out your engagement with such Connections either under 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 the Publisher or the relevant Connection, except as expressly provided in the Matchmaking & Brokerage Terms.

2.2 VaultN does not own, manage, or assume responsibility for the Digital Inventory exchanged or sold via the Platform. You are solely responsible for setting the prices of your Digital Inventory and ensuring its availability to your Connections.

2.3 VaultN does not examine, evaluate, or warrant the offerings of any business, nor does it guarantee the content of Digital Inventory. Unless explicitly stated otherwise in the Agreement, 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.

2.4 You and your Connection(s) are responsible for the legal basis of any transfer and extraction and VaultN is not obligated to control the legal basis for transferring the Digital Inventory.

2.5 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.

3. Key Management

3.1 Publisher has the possibility to distribute Keys to Retailers via the Platform.

3.2 Subject to the terms of the Agreement, the Publisher grants VaultN a non-exclusive right to distribute and deliver Keys to Retailers for the purpose of resale to end users within the territories and channels authorized by the Publisher via the Platform.

3.3 You represent and warrant that you have the necessary rights and authority to distribute the Keys via the Platform.

4. Promotions

4.1 The Publisher is allowed to set promotions or discounts for the sale of the Key(s) as provided for through the Platform. Additionally, the Retailer(s) may also request certain promotions or discounts through the Platform.

4.2 The Publisher is solely responsible for ensuring that the promotions and discount are in compliance with all applicable laws and legislations, including non-competition laws and consumer laws.

5. Collection And Refund

5.1 Provided that you and the relevant Retailer accept the Collection Services under the Collection Terms, VaultN may facilitate the collection process for the Digital Inventory that is being 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.

5.2 After the Payment Service Provider confirms the fund transfer, you are obligated to transfer the Digital Inventory for which VaultN has facilitated the Collection Services through the Collection Platform with the relevant Retailer.

5.3 You hereby agree that VaultN shall not be 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.

5.4 If, for any reason attributable to the Publisher, you failed to transfer and deliver any Digital Inventory that you received the payment for, you hereby accept and undertake to refund any amount 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, VaultN shall not be liable for any failure by you to transfer or deliver Digital Inventory.

6. Distribution Charges

6.1 The Charges for the Distribution Services are communicated through the Plan or the Platform.

SUBSECTION: MATCHMAKING & BROKERAGE

These terms and conditions are only applicable in the event the Brokerage Services are Activated and being delivered to Publisher (“Matchmaking and Brokerage Terms”).

To the extent that the services provided under these Terms meet the requirements of a brokerage agreement (bemiddelingsovereenkomst) within the meaning of Article 7:425 of the Dutch Civil Code (Burgerlijk Wetboek), they shall be treated as such. In all other cases, VaultN does not act as a broker.

M1. Additional Definitions

The following definitions are used in addition to the definitions used in Clause 1 of Section A (General Terms) of the T&Cs:


Brokerage Fee:	The Charges payable to VaultN in return for Brokerage Services, as set out in the applicable Plan.
Brokerage Services:	The optional facilitation, introduction, sourcing, engagement support, and related intermediary services described in Clause M3.
Distribution Agreements:	Distribution agreements between you and your Connections, the execution or operational administration of which may be facilitated by VaultN under the optional mandate described in Clause M4.
Invoice:	Any invoice issued by or on behalf of a Publisher in connection with a Distribution Agreement, including self-billed invoices issued by Connections, or generated by VaultN in the name and on behalf of the issuing party where enabled, complying with applicable VAT requirements under Article 35a of the Dutch Turnover Tax Act (Wet op de omzetbelasting 1968) and Article 226 of Council Directive 2006/112/EC or equivalent local legislation, and, for self-billed Invoices, Article 224 of Council Directive 2006/112/EC and Article 35 of the Dutch Turnover Tax Act (Wet op de omzetbelasting 1968).
Matchmaking Fee:	A legacy label used in certain Plans to refer to the Brokerage Fee under these Terms.
Specific Terms:	The commercial, operational, and execution parameters applicable to a Connection or Distribution Agreement, whether agreed independently or through the Platform, and implemented through the Platform as determined or approved by the Publisher.
Standard Distribution Terms:	VaultN’s default distribution agreement template, incorporating the applicable Specific Terms, used where a Publisher does not elect to use its own distribution agreement template.

M2. Connections

M2.1 Connections are established between Accounts. Each Account acts on behalf of its respective Publisher.

M2.2 The creation or existence of a Connection:

(A) does not in itself create any legal relationship between you and your Connections;
(B) does not constitute Brokerage Services; and
(C) does not give rise to any fee.

M2.3 Connections established without Brokerage Services are considered standard Connections. Standard Connection functionality is available to all Publishers and does not require activation of these Matchmaking & Brokerage Terms.

M3. Brokerage Services

M3.1 VaultN may, upon request, or if included in the applicable Plan, provide Brokerage Services consisting of introductions, sourcing, engagement facilitation, and support relating to potential commercial relationships between you and your Connections. In this capacity, VaultN acts solely as an intermediary facilitator and does not receive authority to negotiate, amend, or execute agreements on your behalf unless separately instructed.

M3.2 Brokerage Services consist of the active involvement of VaultN in:

(A) identifying or sourcing potential counterparties;
(B) introducing Accounts;
(C) facilitating engagement or discussions; and
(D) supporting the structuring of commercial relationships relating to substantially similar Digital Inventory or commercial opportunities.

M3.3 Brokerage Services:

(A) are limited to the scope explicitly requested or agreed;
(B) do not include negotiation authority unless separately agreed; and
(C) do not create any fiduciary, advisory, or agency relationship beyond such scope.

M3.4 You remain solely responsible for the commercial negotiation and conclusion of agreements with Connections introduced or facilitated by VaultN. VaultN does not assume liability for commercial terms or the execution of any agreement between you and your Connections.

M3.5 Upon request, VaultN may provide you with Standard Distribution Terms for use with Connections. These may be amended between you and the Connection; however, such amended terms shall not materially conflict with Section B (Distribution) of the T&Cs unless expressly approved by VaultN in writing. VaultN disclaims all liability in relation to agreements concluded between you and Connections.

M3.6 Where a distribution agreement is concluded following Brokerage Services, all distribution under such agreement shall be executed exclusively through the Platform. Any deviation from this requirement requires VaultN’s prior written approval.

M4. Execution of Agreements (Optional Mandate)

M4.1 You may instruct VaultN to facilitate the execution of Distribution Agreements between you and your Connections, based on pre-approved Specific Terms. In this capacity, VaultN acts solely within the scope of the limited mandate granted by the relevant Publisher and does not become a party to any Distribution Agreement. This instruction is strictly optional.

M4.2 Any Distribution Agreements executed are entered into with Connections exclusively on the basis of the Specific Terms defined by the Publisher.

M4.3 Where such instruction is provided:

(A) VaultN receives a limited, non-exclusive, revocable mandate;
(B) the mandate is strictly limited to executing pre-approved Specific Terms; and
(C) VaultN has no authority to negotiate or amend such Specific Terms.

M4.4 VaultN shall not modify or override the applicable Specific Terms and shall only engage Connections who accept those Specific Terms as determined or approved by the Publisher.

M4.5 VaultN will digitally execute Distribution Agreements on your behalf and make them available for your review through the Platform. The execution of Distribution Agreements is handled through the Platform, including:

(A) allocations;
(B) on-demand transfers;
(C) extractions of Digital Inventory; and
(D) reporting between the Publisher and the relevant Connection relating to the distribution of Digital Inventory.

M4.6 Any Distribution Agreement executed under this Clause shall be deemed concluded solely between you and the relevant Connection(s). VaultN acts as a disclosed intermediary and shall not acquire any rights or obligations under the agreement executed.

M4.7 VaultN acts solely as an administrative facilitator under this Clause and does not assume liability as a representative. VaultN shall not be responsible for your performance or obligations under any Distribution Agreement.

M5. Brokerage Fee

M5.1 Where a Brokerage Fee applies, it shall be as set out in the applicable Plan. Whether the Brokerage Fee is charged to the Publisher or the Connection shall be as agreed between them and reflected in the Plan.

M5.2 References in a Plan to a “Matchmaking Fee” shall be construed as references to the Brokerage Fee under these Terms, with the applicable rate and conditions remaining unchanged.

M5.3 VaultN reserves the right to charge the Brokerage Fee for a period of up to six (6) months following the termination of these Terms for any revenue generated from a Connection introduced or facilitated through Brokerage Services during the term. If you generate such revenue and fail to report it in a timely and accurate manner, VaultN may reasonably estimate the revenue and invoice accordingly. VaultN reserves the right to audit relevant transaction records to verify compliance with this Clause.

M6. Non-Circumvention

M6.1 You shall not directly or indirectly circumvent VaultN by entering into substantially similar commercial relationships relating to substantially similar Digital Inventory or commercial opportunities outside the Platform with counterparties:

(A) identified, introduced, or facilitated through the VaultN Platform; or
(B) introduced or facilitated through Brokerage Services.

M6.2 This obligation applies:

(A) during the term of the relationship with VaultN; and
(B) for a period of six (6) months following the later of: (i) the last material interaction facilitated through VaultN relating to the relevant counterparty; or (ii) the termination of your relationship with VaultN.

M6.3 This Clause applies only to relationships originating from or materially facilitated through VaultN and does not restrict independently established relationships that predate or are unrelated to any VaultN facilitation.

M7. Penalty

M7.1 In case of breach of Clause M6, VaultN shall be entitled to charge double the applicable Brokerage Fee for each transaction or engagement in breach, without prejudice to VaultN’s right to claim full damages in accordance with applicable law (Article 6:74 of the Dutch Civil Code, ‘Burgerlijk Wetboek’).

M7.2 VaultN may audit relevant transaction records or request supporting documentation to assess compliance with Clause M6.

M8. Self-Billing and Collection

M8.1 Where the Publisher activates self-billing for a Connection via the Platform, the Publisher authorizes that Connection to issue Invoices on behalf of the Publisher for all transactions involving the sale of Digital Inventory under any Distribution Agreement executed through the Platform, subject to any requirements set out in the applicable Specific Terms. Activation is recorded per Connection and constitutes the Publisher’s agreement to self-billing for the purposes of Article 224 of Council Directive 2006/112/EC.

M8.2 The Publisher further authorizes VaultN to generate such Invoices in the name and on behalf of the issuing party for Connections for which self-billing has been activated, once VaultN’s systems enable such functionality. This does not require any additional amendment or consent, provided that Invoices reflect the applicable Specific Terms and comply with relevant tax requirements.

M8.3 The Publisher agrees not to issue separate or duplicate Invoices and shall accept all such Invoices as valid for VAT and accounting purposes. If no Invoice is issued under this Clause for a supply, the Publisher remains responsible for invoicing that supply.

M8.4 Any Invoices are deemed to be approved and reviewed after nine (9) calendar days have passed from the moment such Invoice has been shared. This review and approval mechanism constitutes the acceptance procedure between the parties for the purposes of Article 224 of Council Directive 2006/112/EC and Article 35 of the Dutch Turnover Tax Act (Wet op de omzetbelasting 1968).

M8.5 An issued Invoice is not amended. Corrections are effected exclusively by a credit note cancelling the original Invoice and, where applicable, a replacement Invoice, each issued through the same mechanism and subject to the review and approval mechanism of this Clause. The Publisher may initiate corrections within ninety (90) days of issuance. Thereafter the Invoice is final, except for corrections required by applicable law or pursuant to an audit under the applicable agreement. A correction raised after the VAT return for the relevant period has been filed is processed as an adjustment in the period in which the correction arises, in accordance with applicable VAT law.

M8.6 The transaction and payment records maintained on the Platform constitute the primary contractual evidence between the parties of the supplies made, the amounts due, and the payments effected under each Distribution Agreement, and form the basis for the content of each self-billed Invoice.

M8.7 Where VaultN generates an Invoice, VaultN acts solely as a technical service provider generating the Invoice in the name and on behalf of the party responsible for its issuance and makes the Invoice available to both parties via the Platform. VaultN does not transmit Invoices to any tax authority, public platform, or certified intermediary, and assumes no issuance, reporting, or transmission obligation under the law of any jurisdiction. The making available of an Invoice on the Platform does not constitute legal issuance under any national electronic invoicing or e-reporting mandate. Each party remains responsible for completing any jurisdiction-specific invoice content requirements and for complying with any electronic invoicing, transmission, or reporting obligation applicable to it.

M8.8 For Connections established or VAT-registered in the United Kingdom, the activation of self-billing for a Connection constitutes the self-billing agreement between the Publisher and that Connection for the purposes of HMRC VAT Notice 700/62. Each such agreement is deemed reviewed and renewed every twelve (12) months, unless earlier terminated, subject to re-confirmation through the Platform. If the Publisher ceases to be VAT-registered, transfers its business as a going concern, or changes its VAT registration number, the self-billing arrangement is suspended until re-confirmed.

M8.9 The Publisher may require that payments from Connections are processed through VaultN’s designated collection infrastructure or an appointed third-party payment service provider. In such cases, the relevant Connections will be required to accept VaultN’s applicable Collection Terms and enter into any supplementary agreements if applicable. VaultN shall facilitate the technical and contractual onboarding of such services as directed by the Publisher.

M8.10 If you want VaultN to collect payments from Connections under a Distribution Agreement, you must subscribe to the Collection Services and accept the Collection Terms.

M8.11 VaultN acts solely as a facilitator of the relationship between you and your Connections. VaultN does not purchase, resell, or act as principal in the supply of any Digital Inventory, nor does it act as a commercial counterparty to any Distribution Agreement. VaultN is not intended to be deemed the supplier, reseller, or distributor of any Digital Inventory under the deemed supplier provisions of the EU VAT Directive (2006/112/EC), Dutch VAT legislation, or any other applicable regulation. The Publisher remains solely responsible for any tax, regulatory, or accounting obligations arising from the sale of its Digital Inventory.

M8.12 Each Party accepts that Invoices under the Agreement are issued, made available, and received exclusively in electronic form via the Platform (Article 232 of Council Directive 2006/112/EC).

M8.13 Each Party shall notify the other Party without delay, via the Platform or in writing, of any change in its VAT registration status or VAT identification number, including deregistration or the transfer of its business as a going concern. Such a change suspends the self-billing arrangement in respect of the affected Party until the arrangement is re-confirmed.

M8.14 Each Party shall store the Invoices it issues or receives for the statutory retention period applicable to it (Articles 244 to 247 of Council Directive 2006/112/EC or equivalent local legislation). The availability of Invoices on the Platform does not constitute an archiving or storage service and does not discharge any Party’s statutory retention obligations.

M9. Liability

M9.1 Without prejudice to any limitation or exclusion of liability set out in the T&Cs, VaultN shall not be liable for:

(A) the performance, legality, or quality of any Digital Inventory;
(B) any support obligations relating to the Digital Inventory;
(C) the commercial, legal, or other consequences of any Specific Terms determined by the Publisher;
(D) the performance of contractual obligations between you and your Connections; or
(E) any VAT assessments, penalties, or tax liabilities relating to transactions between you and your Connections.

M10. Survival

M10.1 Any Distribution Agreements executed prior to termination remain enforceable between you and your Connections under the terms set out therein.

M10.2 The following provisions survive termination of these Terms: Clause M5 (Brokerage Fee), Clause M6 (Non-Circumvention), Clause M7 (Penalty), Clause M8 (Self-Billing and Collection), limited to transactions concluded prior to termination, and Clause M9 (Liability).

SUBSECTION: COLLECTION SERVICES

These terms and conditions are only applicable in the event the Collection Services are Activated and being delivered to Publisher.

C1. Additional Definitions

The following definitions are used in addition to the definitions used in Clause 1 of Section A (General Terms) of the T&Cs:


Collection Platform:	The VaultN Platform through which VaultN provides the Collection Services.
Collection Services:	The service offered by VaultN that enables you, through third-party Payment Service Providers, to (i) collect payments from Retailers and (ii) pay Charges.

C2. Collection Services

C2.1 VaultN acts solely as an intermediary to facilitate the collection of payments from Retailers to Publishers through a Payment Service Provider. VaultN does not provide payment processing services and engages licensed Payment Service Providers to do so. VaultN does not at any time hold, control, or come into possession of funds collected from Retailers or payable to you; all such funds are held and transferred by the Payment Service Provider.

C2.2 You agree to comply with all applicable laws, regulations, and the policies of both VaultN and the relevant Payment Service Provider. Collection Services will not be provided unless you accept and comply with the terms of the applicable Payment Service Provider.

C2.3 You shall provide all necessary information and documentation required by VaultN and the Payment Service Provider to facilitate the Collection Services.

C3. Authorization Of VaultN

C3.1 You hereby authorize VaultN to:

(A) receive, process, and transmit your instructions related to Collection Services and Charges to the Payment Service Provider;
(B) automatically collect any Charges due to VaultN that are not disputed in accordance with Clause 6.6 of Section A (General Terms) from the amounts to be transferred to you under the Collection Services.

C4. Charges By VaultN

C4.1 VaultN shall receive Charges as specified in your Plan for the Collection Services. These Charges will be deducted from the collected amounts before any funds are transferred to you or to your Connections. VaultN shall not be liable for any reduction in amounts remitted to you or to your Connections arising from the deduction of outstanding Charges owed to VaultN from the collected amounts.

C4.2 VaultN shall not be obligated to issue invoices related to payments for Digital Inventory collected automatically through the Collection Platform from your Connections and forwarded to you. VaultN shall only issue invoices for the Charges you owe to VaultN. You are responsible for issuing proper invoices to your Connections, without prejudice to any self-billed Invoices issued in accordance with Clause M8 of the Matchmaking & Brokerage Terms.

C4.3 The Payment Service Provider may apply its own fees, commissions, or other charges in connection with the processing of payments under the Collection Services. VaultN is not responsible for such charges, which may be deducted directly by the Payment Service Provider before remittance of funds.

C5. Refund Requests

C5.1 Refund requests are subject to the terms of the relevant Publisher. VaultN has no discretion or responsibility in handling refund decisions. Refunds will only be processed if approved by the relevant Publisher.

C6. Licensing

C6.1 VaultN does not itself hold or maintain any financial services licenses in connection with the Collection Services provided under these Terms. The Collection Services are facilitated exclusively through licensed Payment Service Providers.

C6.2 You acknowledge and agree that all payment processing is provided by third-party entities that are independently licensed and regulated. VaultN is not responsible for compliance or regulatory matters relating to the Payment Service Providers’ licensing or regulations.

C7. Limitations of Liability

C7.1 VaultN’s obligation under these Collection Terms is strictly limited to the accurate and timely transmission of your instructions to the relevant Payment Service Provider. The actual collection, processing, and disbursement of funds are the sole responsibility of the Payment Service Provider. VaultN does not guarantee or assume liability for the successful completion of any payment transaction.

C7.2 In the event that payments cannot be collected from Retailers, VaultN shall have no liability to you or to Publishers for such amounts.

C7.3 VaultN shall not be responsible or liable for any actions, omissions, errors, delays, or failures of the Payment Service Provider.

C7.4 All claims, disputes, or issues related to payment processing must be directed solely to the Payment Service Provider.

C7.5 You agree to indemnify and hold harmless VaultN from any claims, losses, or damages arising out of or in connection with the instructions you issue, or fail to issue, to the Payment Service Provider through the Platform.

SUBSECTION: PRODUCT INFORMATION

These terms and conditions are only applicable in the event the Product Information Services are Activated and being delivered to Publisher.


Product Information Platform:	The platform offered by VaultN, which allows you to use the Product Information Services.
Product Information Services:	The Service offered by VaultN that allows you to (i) create, manage, store, and synchronize product details, assets, and Metadata in relation to the Digital Inventory, and (ii) create, edit, store, and manage your product catalog.
Metadata:	All information and data associated with the Digital Inventory, including but not limited to descriptive, organizational, or relational details provided or generated by Users. Metadata is entirely tied to the Digital Inventory and managed by Users.
Externalization:	The process of exporting or sharing data, including but not limited to, making product information available to third parties outside VaultN via RSS feeds, APIs, or other methods.

P1. VaultN’s Rights

P1.1 VaultN shall provide you with the Product Information Platform for you to use the Product Information Services.

P1.2 VaultN may suspend the distribution of any Metadata for which a claim of IP Rights infringement is raised by a third party. Additionally, you hereby agree that VaultN may delete the entirety of the related Metadata in the event any claim of IP Rights infringement is validated.

P1.3 The operation of the Product Information Platform and the provision of the Product Information Services are subject to the terms of the SLA, where applicable. VaultN shall not be liable for scheduled, routine and extraordinary maintenance and downtime unless otherwise stated in the SLA.

P2. Your Obligations

P2.1 You hereby agree to input only information that you own or have the right to use on the Product Information Platform and undertake not to upload any unlawful content. VaultN has no liability with respect to any data uploaded by you.

P2.2 You hereby accept responsibility for any issues arising from the use of the Product Information Platform or any claims by third parties regarding violations of their rights and undertake to indemnify VaultN against any such claims as further determined under the Agreement.

P2.3 You waive any claims against VaultN arising from actions taken under this Clause, and you shall hold VaultN free from any liability and will compensate any damage that VaultN may incur due to an infringement claim by third parties related to any Metadata.

P2.4 Where you instruct VaultN through the Platform to retrieve content from a third-party source, VaultN acts on your behalf and at your risk, you warrant that you have the necessary rights to that content and to give the instruction, and Clause P2.2 applies to any claim arising from it.

P3. Charges and Payment

P3.1 In return for the Product Information Services, you will be required to pay Charges as reflected in your Plan. You hereby accept that any Charges due will be collected from you automatically in accordance with the invoicing and payment mechanism set out in Clause 6 of Section A (General Terms).

P3.2 If you use the Product Information Services in combination with the Distribution Services, the Product Information Services shall be provided to you without the requirement of paying additional Charges, provided that your Connection accesses the Product Information exclusively through the endpoints made available as part of the Distribution Services, and does not use public endpoints or perform Externalization.

P3.3 The service of Externalization of data, including data export or making product information available to third parties outside the VaultN Platform (e.g., via RSS feeds or APIs), shall be subject to additional Charges which will also be reflected in the Plan.

SECTION C – FASTTRACK

These terms and conditions are only applicable in the event the FastTrack Services are Activated and being delivered to Publisher. Under the FastTrack Services (branded as VaultN FastTrack), VaultN Marketplace will directly buy Keys from the Publisher to sell these to Authorized Retailers under the Publisher Terms.

1. Additional Definitions

The following definitions are used in addition to the definitions used in Clause 1 of Section A (General Terms) of the T&Cs:


Authorized Retailer(s):	The Retailer(s) to which VaultN Marketplace can sell the Key(s), as determined by Publisher through the Platform.
FastTrack Charges:	The margin retained by VaultN Marketplace on each Key sold under the FastTrack Services, at the rate set out in the Plan.
FastTrack Services:	The service where VaultN Marketplace buys Keys from Publisher to (re)sell the Keys to Authorized Retailers.
FastTrack Terms:	This Section C - FastTrack of the T&Cs.
Publisher Terms:	The terms and conditions subject to which VaultN Marketplace will sell the Key(s) to Authorized Retailers, which are determined by the Publisher via the Platform.
VaultN Marketplace:	VaultN Marketplace B.V. (a Dutch limited liability company).

2. Application

2.1 The FastTrack Terms apply when the Publisher has selected to use the FastTrack Services with regards to one or more Authorized Retailers via the Platform.

2.2 VaultN Marketplace may condition the FastTrack Services on the activation of specified Services or Add-Ons, as indicated on the Platform.

2.3 The FastTrack Terms are an agreement between the Publisher and VaultN Marketplace. This means that VaultN is no party to the FastTrack Terms. For the purposes of this Section C, references to the Parties are to the Publisher and VaultN Marketplace.

2.4 The T&Cs fully apply mutatis mutandis to the FastTrack Services provided by VaultN Marketplace, with references to VaultN read as VaultN Marketplace for the FastTrack Services. VaultN accepts the activation as disclosed agent of VaultN Marketplace solely for concluding, administering, amending, and terminating this Section C - FastTrack.

2.5 In the event of any conflict between the FastTrack Terms and the other provisions of the T&Cs, the provisions of the FastTrack Terms will prevail with respect to the FastTrack Services.

3. FastTrack Services

3.1 The Publisher will sell and deliver Key(s) to VaultN Marketplace, which will then be sold and delivered to the Authorized Retailer, subject to these FastTrack Terms.

3.2 VaultN Marketplace shall place orders for Key(s) through the Platform.

3.3 VaultN Marketplace will only (re)sell the Key(s) to the Authorized Retailers.

3.4 In the agreement between VaultN Marketplace and the Authorized Retailers, VaultN Marketplace will incorporate the Publisher Terms. Where the Publisher and the Authorized Retailer have agreed distribution terms between themselves, on any template, those terms constitute the Publisher Terms. The Key(s) are nonetheless supplied through VaultN Marketplace under this Section C, and payment in full under this Section C discharges the corresponding payment obligation under those terms. The agreement between VaultN Marketplace and the Authorized Retailer will provide that the Publisher may enforce the Publisher Terms directly against the Authorized Retailer.

4. Terms regarding the Key(s)

4.1 The Publisher will deliver the Key to VaultN Marketplace without delay upon placing an order as described in Clause 3.2 of the FastTrack Terms. The delivery will take place through an API connection or by delivering the Keys through the designated inventory functionality within the Platform. A Key is supplied at the moment it is made available to the Authorized Retailer within the Platform.

4.2 The Publisher will ensure that any Key sold and delivered to VaultN Marketplace is valid and fit for purpose.

4.3 The Publisher supplies the Key to VaultN Marketplace, acting in its own name and as principal. VaultN Marketplace subsequently supplies the Key to the Authorized Retailer in its own name. Each supply constitutes a separate taxable supply for VAT purposes.

4.4 For any redeemed Key(s) that cannot be revoked, VaultN Marketplace assigns its claim against the specific Authorized Retailer to the Publisher.

5. Payment conditions

5.1 The price payable to the Publisher for each Key is the price set by the Publisher through the Platform for the Authorized Retailer, less any part of the FastTrack Charges the Publisher elects through the Platform to bear. The price payable by the Authorized Retailer is the price set by the Publisher plus the remaining part of the FastTrack Charges. No separate fee is invoiced for the FastTrack Charges.

5.2 The payment to the Publisher becomes due only upon receipt of the corresponding payment from the Authorized Retailer and shall be paid within ten (10) days of such receipt.

5.3 If an Authorized Retailer does not complete its payment within ninety (90) days, the transaction for the Key(s) will unwind, the Key(s) will be revoked and returned to the Publisher’s inventory, and no payment will be due from either party.

5.4 The Publisher must accept the return of any unpaid Key(s) or other inventory within the ninety (90) day period.

5.5 A refund or chargeback in respect of Key(s) sold by the Authorized Retailer triggers a corresponding credit note issued through the same invoicing mechanism as the original Invoice, correcting the original Invoice for VAT purposes. For this purpose, the definition of Invoice and the self-billing mechanism in Clause M8 of the Matchmaking & Brokerage Terms apply mutatis mutandis to the FastTrack Services. The corresponding amount may be settled by set-off in accordance with Clause 5.6 of the FastTrack Terms.

5.6 VaultN Marketplace may set off (verrekening) indemnity claims and unwind amounts against amounts payable to the Publisher.

5.7 Charges due to VaultN under the Agreement remain payable in addition to the FastTrack Charges. VaultN Marketplace may deduct them from amounts payable to the Publisher and remit them to VaultN.

6. Liability

6.1 VaultN Marketplace will only be liable for the damage that Publisher suffers as a result of a material breach of any provision of these FastTrack Terms if:

(A) Publisher has given VaultN Marketplace a written notice of default which describes the material breach in sufficient detail; and
(B) VaultN Marketplace did not cure the material breach within a term of thirty (30) days from the moment the notice of default has been received by VaultN Marketplace.

6.2 The liability on the part of VaultN Marketplace is excluded for indirect loss or consequential loss such as lost profit, lost savings, reduced goodwill and loss due to business interruption.

6.3 The liability of VaultN Marketplace is limited to a maximum of the FastTrack Charges in the six (6) months preceding the event which has led to the liability of VaultN Marketplace.

6.4 Any limitation of liability on the basis of the Agreement will not apply if the damage is resulting from willful misconduct or gross negligence on the part of the liable Party.

6.5 Publisher represents and warrants that:

(A) The Keys are valid, working and fit-for-purpose;
(B) Publisher owns all IP Rights and other rights related to the software to which the Keys provide access;
(C) The software to which the Keys provide access does not infringe any third-party rights, including IP Rights;
(D) The Publisher Terms are fully compliant with applicable laws, including non-competition and consumer laws.

6.6 The Publisher is fully responsible for the Keys and the underlying software, including any defect, malfunction, invalidity, or non-conformity. Publisher agrees to indemnify and hold harmless VaultN Marketplace, including its subsidiaries, affiliates, and all their officers and employees, from any losses, damages, or claims made by third parties (including Authorized Retailers and end users) as a result of:

(A) A breach of the representations and warranties in Clause 6.5 of the FastTrack Terms;
(B) A defect in or non-conformity of the Keys or the underlying software;
(C) An infringement or alleged infringement of third-party rights, including IP Rights;
(D) The Keys, their validity or performance; or
(E) A violation of these FastTrack Terms.

This indemnity covers claims by Authorized Retailers, end users, and any other third party. This indemnity survives termination of the Agreement and is not subject to any limitation of liability set out in the Agreement.

7. Contact & notices

To resolve a complaint regarding the Platform or if you believe that your intellectual property is infringed, please contact VaultN Marketplace at:

Mail: VaultN Marketplace B.V., Kon. Wilhelminaplein 13, Tower 1, Floor 14, 1062 HH Amsterdam, the Netherlands

Email: [email protected]

GENERAL TERMS & CONDITIONS (RETAILER)

V2.00 (Last updated: 2026-10-01)

This version replaces version 1.23. It applies from October 1, 2026 to Accounts registered on or after that date, and from January 1, 2027 to Accounts registered before that date.

These general terms and conditions (“T&Cs”) form an integral part of the Agreement and contain three sections:

Section A (General Terms): these terms govern:

1 the relation between VaultN and the Retailer; and

2 the usage of the Platform.

Section B (Distribution): these terms govern the Distribution Services;
Section C (FastTrack): these terms govern the FastTrack Services.

SECTION A – GENERAL TERMS

1. Definitions

The following definitions are used in the Agreement:


Account(s):	The account(s) created on behalf of Retailer to use the Platform.
Activate(d):	The activation of Add-On or any other part of the Services by the Retailer. Activation can happen through: 1. the Platform; or 2. by contacting VaultN via [email protected].
Add-On(s):	An optional service provided as an add-on to a Service, subject to the relevant Add-On terms.
Agreement:	The agreement between you and VaultN, which includes the documents described in Clause 2.1.
Charges:	The fees or charges relating to the Services or Add-Ons.
Confidential Information:	Any written or oral information, including details about the Agreement, a Party’s business, finances, technology, products, processes, partners or employees and other information designated as confidential or reasonably understood to be so, except information, which the Receiving Party can prove to the reasonable satisfaction of the Disclosing Party, that: 1. was public prior to the Agreement; 2. is/becomes public through no fault of the Receiving Party; 3. was already known by the Receiving Party without the breach of any confidentiality obligations; or 4. 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 Platform.
Derivative Data:	Aggregated, anonymized, or otherwise transformed data generated by VaultN from Transaction Data, which does not identify or permit identification of any individual Retailer or User.
Digital Inventory:	The content or assets uploaded by the Publisher to the Platform, including the Key(s), information and data, such as descriptive, organizational or relational details, excluding Metadata.
Disclosing Party:	The Party that discloses the Confidential Information.
IP Rights:	All forms of (intellectual and industrial) property rights, including but not limited to copyrights, database rights, patent (application) rights, design (application) rights, know-how and trade secret rights, whether registered or not, recognized in any country or jurisdiction in the world.
Key(s):	A unique, alphanumeric code that acts as a digital license to download specific software of the Publisher.
Metadata:	All information and data associated with the Digital Inventory, including descriptive, organizational, or relational details, provided or generated by the Publisher.
Or:	And/or.
Parties:	VaultN and the Retailer, each separately a “Party”.
Payment Service Provider:	The external entity providing payment processing services.
Plan:	General or specifically generated schedule of Charges applicable to your access to the Platform and the selection of Services and Add-Ons, which will form the basis of your payment obligations.
Platform:	The platform that VaultN provides to merchants and intermediaries for business use, including but not limited to via the Website and any mobile applications, APIs, and other technical interfaces provided by VaultN for access to the Services and Add-Ons.
Publisher:	The third parties providing Key(s) through the Platform.
Receiving Party	The Party that receives the Confidential Information.
Restricted Markets:	Markets of the countries that are subject to Sanctions, or that VaultN has otherwise excluded from the scope of the Platform, as indicated on the Platform.
Retailer(s):	The legal person on whose behalf the Users are authorized to receive the Services offered by and perform the transactions over the Platform.
Sanctions:	Sanctions administered or enforced by the United States of America (including 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 the Agreement.
Service(s):	The services provided by VaultN under the Agreement, including the provision of the Platform and all related services and Add-Ons.
SLA:	A service level agreement between you and VaultN regarding technical support.
Transaction Data:	The records and information generated through the usage of the Platform, including purchases, sales, distributions, billing, and payments that VaultN may use for internal purposes.
Unsolicited Content:	Unsolicited feedback or ideas, including submissions of concepts, creative ideas, suggestions, stories, scripts or any other potential creative content provided to VaultN either in writing or orally.
User(s):	A natural person authorized by the Retailer to access and use the Platform on its behalf. Users can have various roles and rights, as shown on the following webpage: https://vaultn.readme.io/docs/understanding-user-roles.
VaultN:	VaultN B.V., a Dutch limited liability company.
VaultN Content:	The Platform and all layouts, color schemes, images, designs, and all related functions, source codes, other codes and all components and elements related to the Platform or VaultN.
Website:	The website that is used by VaultN to provide you with access to the Platform, including but not limited to https://my.vaultn.com.

2. Applicability

2.1 The Agreement consists of the following documents:

(A) The Plan;
(B) The T&Cs;
(C) The DPA (https://vaultn.com/dpa);
(D) The SLA (https://vaultn.com/sla) (if applicable);
(E) Any other conditions agreed between VaultN and the Retailer.

2.2 In case of any conflict between different provisions in the Agreement, the order of precedence will be as follows:

(A) Any amendment or other conditions expressly agreed in writing between VaultN and the Retailer;
(B) The Plan, solely with respect to Charges and other commercial terms;
(C) The DPA;
(D) The SLA (if applicable);
(E) Section B (Distribution) of these T&Cs and Section C (FastTrack) of these T&Cs (depending on the relevant Services);
(F) Section A (General Terms) of these T&Cs.

3. Role of VaultN

3.1 VaultN acts solely as facilitator and does not act as contracting party, principal, or representative of any party, except as expressly provided in a specific Section or Add-On.

4. Account

4.7 You will maintain appropriate security measures for the systems and credentials used to access the Platform and promptly deactivate Users who are no longer authorized to act on your behalf.

5. Obligations of the Retailer

5.1 The Retailer is not allowed to perform the following actions on or through the Platform (hereinafter referred to as “Prohibited Activities”):

(A) Circumventing or interfering with security features of the Platform.
(B) Disrupting or creating undue burden on the Platform or its networks.
(C) Deciphering, decompiling, disassembling, or reverse engineering any software of the Platform.
(D) Bypassing measures that restrict access to any part of the Platform.
(E) Copying or adapting the Platform’s software, including Flash, PHP, HTML, JavaScript, or other code.
(F) Using any automated system or unauthorized scripts to access the Platform, except for standard browser usage or access through APIs or other technical interfaces provided or authorized by VaultN.
(G) Using the Platform in violation of applicable law, including Sanctions.
(H) Accessing or using the Platform from a Restricted Market or providing any service to Restricted Markets using the Platform.
(I) Exceeding any rate limit, quota, or other technical restriction applied by VaultN or published on the Platform.

5.3 You will comply with all territory, channel, and timing restrictions applicable to Digital Inventory as configured by the Publisher through the Platform or agreed between you and the Publisher.

6. Payment Terms

6.1 After you accept the relevant Service or Add-On terms, the applicable Charges will be reflected in your Account.

6.2 After you place an order with a Publisher, you are obliged to fully pay such order within the timeframe set out in the applicable Distribution Terms.

6.3 Any payments done or Charges completed are non-refundable and exclusive of VAT and any other similar taxes. All payments shall be made free and clear of, and without deduction or withholding for, any taxes. If a deduction or withholding is required by law, the amount payable shall be increased so that VaultN receives the amount it would have received absent such deduction or withholding. Where applicable, VAT shall be accounted for by the recipient under the reverse charge mechanism.

6.4 You may not suspend the payment of the Charges or other payments or set off (verrekening) a payment obligation towards VaultN against a claim against VaultN.

6.5 VaultN may adjust Charges with thirty (30) days’ notice via the Platform. Your continued use after the effective date of such a change constitutes acceptance thereof. In case you do not agree with the adjusted Charges, you have the right to terminate these T&Cs via your Account on the Platform or by contacting VaultN at [email protected].

6.6 VaultN will send you an invoice at the beginning of each month for the Services or Add-Ons provided in the previous month. You are required to make payment within fifteen (15) days of the date noted on the invoice.

6.7 Should you dispute any invoice, you must raise the dispute in good faith and with reasonable detail by e-mail to [email protected] within fifteen (15) days of the invoice date. Invoices not disputed within this period are deemed accepted and final. Raising a dispute does not suspend your obligation to pay any Charges that are not subject to that dispute. VaultN will review the dispute against its records and correct the invoice or reject the dispute as soon as practical. A disputed invoice that is rejected or resolved in VaultN’s favor becomes payable within fifteen (15) days. Payment of undisputed Charges is required to continue access to the selected Services or Add-Ons. If undisputed Charges are not paid when due, VaultN may suspend access to the unpaid Services or Add-Ons until payment is completed.

6.8 Certain Services or Add-Ons may be paid by a Connection instead. In this case, your continued use of such Services or Add-Ons will be based on the payments made by that Connection. In case of non-payment by a Connection, you will be notified and allowed to make the relevant payment yourself if you wish to continue to use the relevant Services or Add-Ons.

6.9 In the event of late payment, VaultN will automatically charge interest on the overdue amount as per the statutory commercial interest of Article 6:119a of the Dutch Civil Code (Burgerlijk Wetboek), which will also be reflected in your Account for the Charges of the upcoming month. Different interest rates and different payment terms may be determined under the relevant Service or Add-Ons terms.

6.10 VaultN may offer different payment methods either directly or through Payment Service Providers. In case VaultN offers a payment method through a Payment Service Provider, you will be required to accept the terms and conditions of that Payment Service Provider. Applicable Payment Service Providers and their respective terms will be made visible to you through the Platform.

6.11 VaultN reserves the right to change, remove or add Payment Service Providers at any time at its sole and absolute discretion.

7. Intellectual Property Rights

7.2 Subject to your full compliance with the Agreement, VaultN hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to:

(A) create an Account; and
(B) access and use the Platform, limited to use-cases expressly provided through the Platform and as allowed under the Agreement (the “License”).

7.3 VaultN has the right to suspend or terminate your License if you do not comply with the Agreement.

7.5 All rights in the Digital Inventory, including video games, downloadable content, in-game purchases, character assets, source code, designs and related elements, are and shall remain owned or licensed by Publisher or its licensors. VaultN will maintain industry-standard information security measures to protect against unauthorized access, use, disclosure, alteration, destruction, loss or corruption.

7.6 VaultN is entitled to publicly identify Retailer by its specific name and logo on its website, sales, and marketing materials, and through other publicly available media as a client of VaultN. You may object to such use at any time by written notice to VaultN, in which case VaultN will cease new uses of your name and logo within thirty (30) days of receipt of the notice. VaultN is not required to recall or remove materials published prior to receipt of the notice.

8. Data

9. Conformity & Technical Support

9.2 VaultN will not provide technical support, except where an SLA applies to you under the Agreement.

10. Confidentiality

10.1 The Receiving Party will comply with the following obligations:

(A) The Receiving Party will keep the Confidential Information secret.
(B) The Receiving Party will not in any manner whatsoever provide the Confidential Information to third parties, unless the Receiving Party has received prior permission in writing from the Disclosing Party, unless the disclosure is made to its affiliates, directors, officers, professional advisers, auditors, insurers, or financing parties who need to know it for the performance of the Agreement and are bound by confidentiality obligations at least as protective as this Clause, for whose compliance the Receiving Party remains responsible, or the disclosure is required by applicable law, a court order, or a competent authority, provided that the Receiving Party notifies the Disclosing Party without undue delay where legally permitted.
(C) The Receiving Party will only use the Confidential Information for the performance of the Agreement and will refrain from using or exploiting the Confidential Information for its own or a third party’s benefit or purposes.
(D) The Receiving Party will inform the Disclosing Party immediately upon becoming aware or suspecting that an unauthorized person got access to the Confidential Information.

11. Updates & changes to the Services

11.1 VaultN may supply or make available updates to the Services.

(A) technical reasons occur;
(B) commercial reasons occur;
(C) legal reasons occur; or
(D) VaultN has changed its offering within the Services.

11.3 VaultN may apply and adjust rate limits, quotas, and other technical restrictions on access to the Platform, including its APIs, as published on the Platform.

12. Liability

12.1 VaultN will only be liable for the damage that you suffer as a result of a material breach of any provision of the Agreement if:

(A) You have given VaultN a written notice of default which describes the material breach in sufficient detail; and
(B) VaultN did not cure the material breach within a term of thirty (30) days from the moment the notice of default has been received by VaultN.

12.2 The liability on the part of VaultN is excluded for indirect loss or consequential loss such as lost profit, lost savings, reduced goodwill and loss due to business interruption.

12.4 Any limitation of liability on the basis of the Agreement will not apply if the damage is resulting from willful misconduct or gross negligence on the part of the liable Party.

13. Representations, warranties & indemnification

13.1 By using the Platform, you guarantee and represent that:

(A) You have the legal capacity to agree to comply with the Agreement.
(B) All registration information you submit will be true, accurate, current, and complete. You will maintain the accuracy of such information and promptly update such registration information as necessary.
(C) You will not access the Platform through automated or non-human means, such as through a bot, script or otherwise, except through APIs or other technical interfaces provided or authorized by VaultN.
(D) You will not use the Platform for any illegal or unauthorized purpose or in violation of any applicable law.
(E) You will follow third-party terms related to any Digital Inventory transferred to you.
(F) You will sell Digital Inventory only within the territories and channels authorized by the Publisher, only to end users, and in compliance with the consumer protection, age rating and marketing laws applicable to your sales.

(A) a breach of the above representations;
(B) your participation in Prohibited Activities on the Platform;
(C) your violation of others’ rights, like intellectual property rights; or
(D) your use of the Platform in a harmful manner.

13.4 VaultN reserves the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress.

14. Force Majeure

(A) breakdowns of the internet or electricity network;
(B) calamities or environmental disasters;
(C) virus outbreaks or pandemics;
(D) strike actions;
(E) war or terrorism;
(F) amended legislation.

14.2 The Party that relies on force majeure will inform the other Party as soon as possible of a situation as referred to in Clause 14.1.

14.3 Force majeure does not suspend or discharge payment obligations that accrued prior to the force majeure event.

15. Term & termination

15.2 Any specific Service or Add-On Terms shall remain in force until the relevant Service or Add-On is deactivated or until the relevant part of the Agreement is terminated for any reason.

(A) you are creating problems or possible legal liabilities for, or are infringing the rights of, VaultN, any of our Users or third parties;
(B) such restrictions will improve the security of the Platform or reduce VaultN’s or a User’s exposure to financial liabilities;
(C) you are violating (part of) the Agreement or any other applicable rules or policies. In the event of violations of the Agreement relating to child abuse or exploitation, VaultN will remove such content, block the Account and report it to the local authorities as soon as VaultN is aware thereof;
(D) VaultN will be or is unable to verify or authenticate any information, including your identity, you have provided after making reasonable efforts to do so;
(E) you have committed an uncurable material breach;
(F) you are engaging in any of the Prohibited Activities;
(G) you are involved with or part of Restricted Markets; or
(H) you are involved with fraud, illegal or child-safety content.

15.5 VaultN may terminate these T&Cs and your use of the Services at any time, provided that you are given a ninety (90) days prior written notice.

15.6 Each Party has the right to terminate the Agreement with immediate effect in the following situations:

(A) The other Party files for protection under bankruptcy or insolvency laws.
(B) The other Party makes an assignment for the benefit of creditors.
(C) The other Party appoints or suffers appointment of a receiver or trustee over substantially all its property.

16. Consequences of termination

17. Changes

17.1 VaultN may change the Agreement from time to time. Changes do not apply retroactively and do not affect rights or obligations accrued prior to the effective date of the change.

17.4 For changes that materially and adversely affect your rights or obligations, VaultN will provide at least thirty (30) days advance notice via the Platform or by email.

18. Miscellaneous

18.3 There is no partnership, joint ventures or other association between the Parties by virtue of the Parties’ execution of or performance under the Agreement.

18.5 VaultN may at all times assign or transfer any rights or obligations under the Agreement either (i) to an affiliate; or (ii) in connection with a merger or sale.

18.9 The Agreement shall be governed by and construed under the laws of the Netherlands. The Vienna Sales Convention is expressly excluded.

18.10 Any and all disputes arising from or in connection with the Agreement shall be subjected to the exclusive jurisdiction of the court of Amsterdam, the Netherlands.

19. Contact VaultN

To resolve a complaint regarding the Platform or if you believe that your intellectual property is infringed, please contact VaultN at:

Mail: VaultN B.V., Kon. Wilhelminaplein 13, Tower 1, Floor 14, 1062 HH Amsterdam, the Netherlands

Email: [email protected]

SECTION B – DISTRIBUTION

These terms and conditions are only applicable in the event the Distribution Services are being delivered to Retailer. This is the case when the Distribution Services are Activated.

1. Additional Definitions

The following definitions are used in addition to the definitions used in Clause 1 of Section A (General Terms) of the T&Cs:


Collection Terms:	The subsection “Collection Services” of this Section B of the T&Cs.
Distribution Services:	The services provided by VaultN under this Section B of the T&Cs that allow you to transfer, distribute, and receive Digital Inventory to or from Connections, create and manage your vaults and distribution network, and issue and replicate restrictions of distribution rights and other terms.
Distribution Terms:	The terms governing the distribution relationship between you and a Connection, including any template agreement provided by VaultN or any other terms agreed between you and the respective Connection.

2. Distribution

2.1 While VaultN facilitates transactions carried out on the 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, structure and set out your engagement with such Connections either under 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 the Retailer or the relevant Connection, except as expressly provided in the Matchmaking & Brokerage Terms.

2.2 VaultN does not own, manage, or assume responsibility for the Digital Inventory exchanged or bought via the Platform. Publisher is solely responsible for setting the prices of the Digital Inventory and ensuring its availability.

2.4 You and your Connection(s) are responsible for the legal basis of any transfer and extraction and VaultN is not obligated to control the legal basis for transferring the Digital Inventory.

2.6 Metadata made available to you through the Platform may be used to market and sell the related Digital Inventory. You may not redistribute Metadata to third parties or make it available through a public feed or API without VaultN’s prior written consent.

3. Key Management

3.1 The Publisher has the possibility to distribute Keys to Retailers via the Platform.

3.2 You represent and warrant that you have the necessary rights and authority to obtain the Keys via the Platform.

3.3 You will keep Keys secure, will not disclose Keys other than to the end user acquiring the corresponding license, and will notify VaultN without undue delay of any suspected unauthorized access to or disclosure of Keys.

4. Promotions

4.2 The Retailer is solely responsible for ensuring that the promotions and discount are in compliance with all applicable laws and legislations, including non-competition laws and consumer laws.

5. Collection And Refund

5.1 Provided that you and the relevant Publisher accept the Collection Services under the Collection Terms, VaultN may facilitate the collection process for the Digital Inventory that is being sold. In this case, payments to the relevant Publishers will automatically be collected via the Collection Platform using Payment Service Providers 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.

5.2 After the Payment Service Provider confirms the fund transfer, the Digital Inventory will be transferred to you, for which VaultN has facilitated the Collection Services through the Collection Platform with the relevant Publisher.

5.3 You are entitled to cancel the order of any Digital Inventory prior to its delivery.

5.4 If, for any reason attributable to the Publisher, you did not receive any Digital Inventory that you paid for, you will receive a refund from the Publisher for any amount that you paid for the Digital Inventory that is not transferred and delivered to you. In all cases, VaultN shall not be liable for any failure to transfer or deliver Digital Inventory.

6. Distribution Charges

6.1 The Charges for the Distribution Services are communicated through the Plan or the Platform.

SUBSECTION: MATCHMAKING & BROKERAGE

These terms and conditions are only applicable in the event the Brokerage Services are Activated and being delivered to Retailer (“Matchmaking and Brokerage Terms”).

M1. Additional Definitions

The following definitions are used in addition to the definitions used in Clause 1 of Section A (General Terms) of the T&Cs:


Brokerage Fee:	The Charges payable to VaultN in return for Brokerage Services, as set out in the applicable Plan.
Brokerage Services:	The optional facilitation, introduction, sourcing, engagement support, and related intermediary services described in Clause M3.
Distribution Agreements:	Distribution agreements between you and your Connections, the execution or operational administration of which may be facilitated by VaultN under the optional mandate described in Clause M4.
Invoice:	Any invoice issued by or on behalf of a Publisher in connection with a Distribution Agreement, including self-billed invoices issued by Connections, or generated by VaultN in the name and on behalf of the issuing party where enabled, complying with applicable VAT requirements under Article 35a of the Dutch Turnover Tax Act (Wet op de omzetbelasting 1968) and Article 226 of Council Directive 2006/112/EC or equivalent local legislation, and, for self-billed Invoices, Article 224 of Council Directive 2006/112/EC and Article 35 of the Dutch Turnover Tax Act (Wet op de omzetbelasting 1968).
Matchmaking Fee:	A legacy label used in certain Plans to refer to the Brokerage Fee under these Terms.
Specific Terms:	The commercial, operational, and execution parameters applicable to a Connection or Distribution Agreement, whether agreed independently or through the Platform, and implemented through the Platform as determined or approved by the Publisher.
Standard Distribution Terms:	VaultN’s default distribution agreement template, incorporating the applicable Specific Terms, used where a Publisher does not elect to use its own distribution agreement template.

M2. Connections

M2.1 Connections are established between Accounts. Each Account acts on behalf of its respective Retailer.

M2.2 The creation or existence of a Connection:

(A) does not in itself create any legal relationship between you and your Connections;
(B) does not constitute Brokerage Services; and
(C) does not give rise to any fee.

M2.3 Connections established without Brokerage Services are considered standard Connections. Standard Connection functionality is available to all Retailers and does not require activation of these Matchmaking & Brokerage Terms.

M3. Brokerage Services

M3.2 Brokerage Services consist of the active involvement of VaultN in:

(A) identifying or sourcing potential counterparties;
(B) introducing Accounts;
(C) facilitating engagement or discussions; and
(D) supporting the structuring of commercial relationships relating to substantially similar Digital Inventory or commercial opportunities.

M3.3 Brokerage Services:

(A) are limited to the scope explicitly requested or agreed;
(B) do not include negotiation authority unless separately agreed; and
(C) do not create any fiduciary, advisory, or agency relationship beyond such scope.

M3.5 Where a distribution agreement is concluded following Brokerage Services, all distribution under such agreement shall be executed exclusively through the Platform. Any deviation from this requirement requires VaultN’s prior written approval.

M4. Execution of Agreements (Optional Mandate)

M4.1 You may instruct VaultN to facilitate the execution of Distribution Agreements between you and your Connections, based on pre-approved Specific Terms. In this capacity, VaultN acts solely within the scope of the limited mandate granted by the relevant Retailer and does not become a party to any Distribution Agreement. This instruction is strictly optional.

M4.2 You understand and agree that any Distribution Agreements executed are entered into with Connections exclusively on the basis of the Specific Terms defined by the Publisher. The relevant Specific Terms will be disclosed to you prior to entering into a Distribution Agreement as per Clause M4.5.

M4.3 Where such instruction is provided:

(A) VaultN receives a limited, non-exclusive, revocable mandate;
(B) the mandate is strictly limited to executing pre-approved Specific Terms; and
(C) VaultN has no authority to negotiate or amend such Specific Terms.

M4.4 VaultN shall not modify or override the applicable Specific Terms and shall only engage Connections who accept those Specific Terms as determined or approved by the Publisher.

(A) allocations;
(B) on-demand transfers;
(C) extractions of Digital Inventory; and
(D) reporting between the Retailer and the relevant Connection relating to the distribution of Digital Inventory.

M5. Brokerage Fee

M5.1 Where a Brokerage Fee applies, it shall be as set out in the applicable Plan. Whether the Brokerage Fee is charged to the Retailer or the Connection shall be as agreed between them and reflected in the Plan.

M5.2 References in a Plan to a “Matchmaking Fee” shall be construed as references to the Brokerage Fee under these Terms, with the applicable rate and conditions remaining unchanged.

M6. Non-Circumvention

(A) identified, introduced, or facilitated through the VaultN Platform; or
(B) introduced or facilitated through Brokerage Services.

M6.2 This obligation applies:

(A) during the term of the relationship with VaultN; and
(B) for a period of six (6) months following the later of: (i) the last material interaction facilitated through VaultN relating to the relevant counterparty; or (ii) the termination of your relationship with VaultN.

M7. Penalty

M7.1 In case of breach of Clause M6, VaultN shall be entitled to charge double the applicable Brokerage Fee, or, where no Brokerage Fee is charged to you, double the Brokerage Fee that would have applied, for each transaction or engagement in breach, without prejudice to VaultN’s right to claim full damages in accordance with applicable law (Article 6:74 of the Dutch Civil Code, ‘Burgerlijk Wetboek’).

M7.2 VaultN may audit relevant transaction records or request supporting documentation to assess compliance with Clause M6.

M8. Self-Billing and Collection

M8.1 Where self-billing is activated for a Connection via the Platform, you accept the authorization to issue Invoices in the name and on behalf of that Publisher for supplies made to you under the applicable Distribution Agreement, and you authorize VaultN to generate those Invoices on your behalf. You are responsible for the VAT treatment applied in each Invoice you issue or that is deemed issued on your behalf. You will not issue separate or duplicate invoices for a supply covered by an active self-billing Connection.

M8.2 Any Invoices are deemed to be approved and reviewed after nine (9) calendar days have passed from the moment such Invoice has been shared. This review and approval mechanism constitutes the acceptance procedure between the parties for the purposes of Article 224 of Council Directive 2006/112/EC and Article 35 of the Dutch Turnover Tax Act (Wet op de omzetbelasting 1968).

M8.3 An issued Invoice is not amended. Corrections are effected exclusively by a credit note cancelling the original Invoice and, where applicable, a replacement Invoice, each issued through the same mechanism and subject to the review and approval mechanism of this Clause. Either Party may initiate corrections within ninety (90) days of issuance. Thereafter the Invoice is final, except for corrections required by applicable law or pursuant to an audit under the applicable agreement. A correction raised after the VAT return for the relevant period has been filed is processed as an adjustment in the period in which the correction arises, in accordance with applicable VAT law.

M8.4 The transaction and payment records maintained on the Platform constitute the primary contractual evidence between the parties of the supplies made, the amounts due, and the payments effected under each Distribution Agreement, and form the basis for the content of each self-billed Invoice.

M8.5 Where VaultN generates an Invoice, VaultN acts solely as a technical service provider generating the Invoice in the name and on behalf of the party responsible for its issuance and makes the Invoice available to both parties via the Platform. VaultN does not transmit Invoices to any tax authority, public platform, or certified intermediary, and assumes no issuance, reporting, or transmission obligation under the law of any jurisdiction. The making available of an Invoice on the Platform does not constitute legal issuance under any national electronic invoicing or e-reporting mandate. Each party remains responsible for completing any jurisdiction-specific invoice content requirements and for complying with any electronic invoicing, transmission, or reporting obligation applicable to it.

M8.6 For Connections established or VAT-registered in the United Kingdom, the activation of self-billing for a Connection constitutes the self-billing agreement between the Retailer and that Connection for the purposes of HMRC VAT Notice 700/62. Each such agreement is deemed reviewed and renewed every twelve (12) months, unless earlier terminated, subject to re-confirmation through the Platform. If the Retailer ceases to be VAT-registered, transfers its business as a going concern, or changes its VAT registration number, the self-billing arrangement is suspended until re-confirmed.

M8.7 The Publisher may require that payments from Connections are processed through VaultN’s designated collection infrastructure or an appointed third-party payment service provider. In such cases, the relevant Connections will be required to accept VaultN’s applicable Collection Terms and enter into any supplementary agreements if applicable. VaultN shall facilitate the technical and contractual onboarding of such services as directed by the Publisher.

M8.8 VaultN acts solely as a facilitator of the relationship between you and your Connections. VaultN does not purchase, resell, or act as principal in the supply of any Digital Inventory, nor does it act as a commercial counterparty to any Distribution Agreement. VaultN is not intended to be deemed the supplier, reseller, or distributor of any Digital Inventory under the deemed supplier provisions of the EU VAT Directive (2006/112/EC), Dutch VAT legislation, or any other applicable regulation. The Retailer remains solely responsible for any tax, regulatory, or accounting obligations arising from the sale of its Digital Inventory.

M8.9 Each Party accepts that Invoices under the Agreement are issued, made available, and received exclusively in electronic form via the Platform (Article 232 of Council Directive 2006/112/EC).

M8.10 Each Party shall notify the other Party without delay, via the Platform or in writing, of any change in its VAT registration status or VAT identification number, including deregistration or the transfer of its business as a going concern. Such a change suspends the self-billing arrangement in respect of the affected Party until the arrangement is re-confirmed.

M8.11 Each Party shall store the Invoices it issues or receives for the statutory retention period applicable to it (Articles 244 to 247 of Council Directive 2006/112/EC or equivalent local legislation). The availability of Invoices on the Platform does not constitute an archiving or storage service and does not discharge any Party’s statutory retention obligations.

M9. Liability

M9.1 Without prejudice to any limitation or exclusion of liability set out in the T&Cs, VaultN shall not be liable for:

(A) the performance, legality, or quality of any Digital Inventory;
(B) any support obligations relating to the Digital Inventory;
(C) the commercial, legal, or other consequences of any Specific Terms determined by the Publisher;
(D) the performance of contractual obligations between you and your Connections; or
(E) any VAT assessments, penalties, or tax liabilities relating to transactions between you and your Connections.

M10. Survival

M10.1 Any Distribution Agreements executed prior to termination remain enforceable between you and your Connections under the terms set out therein.

SUBSECTION: COLLECTION SERVICES

These terms and conditions are only applicable in the event the Collection Services are Activated and being delivered to Retailer.

C1. Additional Definitions

The following definitions are used in addition to the definitions used in Clause 1 of Section A (General Terms) of the T&Cs:


Collection Platform:	The VaultN Platform through which VaultN provides the Collection Services.
Collection Services:	The service offered by VaultN that enables you, through third-party Payment Service Providers, to (i) make payments to Publishers and (ii) pay Charges.

C2. Collection Services

C2.1 VaultN acts solely as an intermediary to facilitate the collection of payments from Retailers to Publishers through a Payment Service Provider. VaultN does not provide payment processing services and engages licensed Payment Service Providers to do so. VaultN does not at any time hold, control, or come into possession of funds paid by you or payable to Publishers; all such funds are held and transferred by the Payment Service Provider.

C2.3 You shall provide all necessary information and documentation required by VaultN and the Payment Service Provider to facilitate the Collection Services.

C3. Authorization Of VaultN

C3.1 You hereby authorize VaultN to:

(A) receive, process, and transmit your instructions related to Collection Services and Charges to the Payment Service Provider;
(B) automatically collect any Charges due to VaultN that are not disputed in accordance with Clause 6.7 of Section A (General Terms) together with the payments you make under the Collection Services.

C4. Charges By VaultN

C4.1 VaultN shall receive Charges as specified in your Plan for the Collection Services. These Charges are collected from you and are not deducted from the amounts payable to your Connections.

C4.2 VaultN shall not be obligated to issue invoices related to payments for Digital Inventory paid by you through the Collection Platform to your Connections. VaultN shall only issue invoices for the Charges you owe to VaultN. Your Connections are responsible for issuing proper invoices to you, without prejudice to any self-billed Invoices issued in accordance with Clause M8 of the Matchmaking & Brokerage Terms.

C5. Refund Requests

C6. Licensing

C7. Limitations of Liability

C7.2 In the event that payments cannot be collected from Retailers, VaultN shall have no liability to you or to Publishers for such amounts.

C7.3 VaultN shall not be responsible or liable for any actions, omissions, errors, delays, or failures of the Payment Service Provider.

C7.4 All claims, disputes, or issues related to payment processing must be directed solely to the Payment Service Provider.

SECTION C – FASTTRACK

These terms and conditions are only applicable in the event the FastTrack Services are Activated and being delivered to Retailer. Under the FastTrack Services (branded as VaultN FastTrack), VaultN Marketplace will directly buy Keys from the Publisher to sell these to Authorized Retailers under the Publisher Terms.

1. Additional Definitions

The following definitions are used in addition to the definitions used in Clause 1 of Section A (General Terms) of the T&Cs:


Authorized Retailer(s):	The Retailer(s) to which VaultN Marketplace can sell the Key(s), as determined by Publisher through the Platform.
FastTrack Charges:	The margin retained by VaultN Marketplace on each Key sold under the FastTrack Services, at the rate set out in the Plan.
FastTrack Services:	The service where VaultN Marketplace buys Keys from Publisher to (re)sell the Keys to Authorized Retailers.
FastTrack Terms:	This Section C - FastTrack of the T&Cs.
Publisher Terms:	The terms and conditions subject to which VaultN Marketplace will sell the Key(s) to Authorized Retailers, which are determined by the Publisher via the Platform.
VaultN Marketplace:	VaultN Marketplace B.V. (a Dutch limited liability company).

2. Application

2.1 The FastTrack Terms apply when you have selected to use the FastTrack Services with regards to one or more Publishers via the Platform.

2.2 You can request to become an Authorized Retailer by contacting VaultN via [email protected]. It is up to VaultN’s sole and absolute discretion to approve or decline your request. You understand and agree that VaultN’s decision is fully dependent upon the Publisher’s approval of your request.

2.3 VaultN Marketplace may condition the FastTrack Services on the activation of specified Services or Add-Ons, as indicated on the Platform.

2.4 The FastTrack Terms are an agreement between the Authorized Retailer and VaultN Marketplace. This means that VaultN is no party to the FastTrack Terms. For the purposes of this Section C, references to the Parties are to the Authorized Retailer and VaultN Marketplace.

2.5 The T&Cs fully apply mutatis mutandis to the FastTrack Services provided by VaultN Marketplace, with references to VaultN read as VaultN Marketplace for the FastTrack Services. VaultN accepts the activation as disclosed agent of VaultN Marketplace solely for concluding, administering, amending, and terminating this Section C - FastTrack.

2.6 In the event of any conflict between the FastTrack Terms and the other provisions of the T&Cs, the provisions of the FastTrack Terms will prevail with respect to the FastTrack Services.

3. FastTrack Services

3.1 The Publisher will sell and deliver Key(s) to VaultN Marketplace, which will then be sold and delivered to the Authorized Retailer, subject to these FastTrack Terms.

3.2 If you selected to use the FastTrack Services, the Publisher Terms are at all times applicable to you and your use of the FastTrack Services, as made available to you via the Platform before each purchase. Where the Publisher and you have agreed distribution terms between yourselves, on any template, those terms constitute the Publisher Terms. The Key(s) are nonetheless supplied through VaultN Marketplace under this Section C, and payment in full under this Section C discharges the corresponding payment obligation under those terms. The Publisher may enforce the Publisher Terms directly against you (derdenbeding).

4. Terms regarding the Key(s)

4.1 The delivery of the Key(s) from VaultN Marketplace to you will take place through an API connection or by delivering the Key(s) through the designated inventory functionality within the Platform. A Key is supplied at the moment it is made available to the Authorized Retailer within the Platform.

4.2 You understand and agree that VaultN Marketplace is not the Publisher which has generated the Keys. In the event that a Key is not valid and/or fit for purpose, VaultN Marketplace will make commercially reasonable efforts to replace the Key. You understand and agree that VaultN Marketplace is dependent on the cooperation of the relevant Publisher to do so.

4.4 For any redeemed Key(s) that cannot be revoked, VaultN Marketplace assigns its claim against the specific Authorized Retailer to the Publisher.

5. Payment conditions

5.1 The price payable by you for each Key is the price shown on the Platform at the time of your order, which includes the FastTrack Charges.

5.2 You shall pay VaultN Marketplace that price within ten (10) days of the date of the Invoice, through the payment method indicated on the Platform.

5.3 If you do not complete the payment within ninety (90) days, the transaction for the Key(s) will unwind, the Key(s) will be revoked and returned to the Publisher’s inventory, and no payment will be due from either party. This Clause does not apply to Key(s) that have been redeemed or that otherwise cannot be revoked, for which payment remains due in full.

5.4 VaultN Marketplace can at its sole and absolute discretion revoke and/or cancel any orders that have not yet been paid for. Any such revocation is not a waiver of any claim that might rest upon the Retailer.

5.5 A refund or chargeback in respect of Key(s) sold by the Authorized Retailer triggers a corresponding credit note issued through the same invoicing mechanism as the original Invoice, correcting the original Invoice for VAT purposes. For this purpose, Invoice means the invoice issued by VaultN Marketplace to you. The corresponding amount may be settled by set-off in accordance with Clause 5.6 of the FastTrack Terms.

5.6 VaultN Marketplace may set off (verrekening) indemnity claims and unwind amounts against amounts payable to the Retailer.

6. Liability

6.1 VaultN Marketplace will only be liable for the damage that Retailer suffers as a result of a material breach of any provision of these FastTrack Terms if:

(A) Retailer has given VaultN Marketplace a written notice of default which describes the material breach in sufficient detail; and
(B) VaultN Marketplace did not cure the material breach within a term of thirty (30) days from the moment the notice of default has been received by VaultN Marketplace.

6.2 The liability on the part of VaultN Marketplace is excluded for indirect loss or consequential loss such as lost profit, lost savings, reduced goodwill and loss due to business interruption.

6.3 The liability of VaultN Marketplace is limited to a maximum of the amounts paid by you to VaultN Marketplace in the six (6) months preceding the event which has led to the liability of VaultN Marketplace.

6.4 Any limitation of liability on the basis of the Agreement will not apply if the damage is resulting from willful misconduct or gross negligence on the part of the liable Party.

6.5 Retailer agrees to indemnify and hold harmless VaultN Marketplace, including its subsidiaries, affiliates, and all their officers and employees, from any losses, damages, or claims made by third parties (including Publishers and end users) as a result of a violation of these FastTrack Terms.

This indemnity covers claims by Publishers, end users, and any other third party. This indemnity survives termination of the Agreement and is not subject to any limitation of liability set out in the Agreement.

7. Contact & notices

To resolve a complaint regarding the Platform or if you believe that your intellectual property is infringed, please contact VaultN Marketplace at:

Mail: VaultN Marketplace B.V., Kon. Wilhelminaplein 13, Tower 1, Floor 14, 1062 HH Amsterdam, the Netherlands

Email: [email protected]

Previous versions

Accounts registered before 1 October 2026 remain subject to the previous stack until 31 December 2026. Those documents stay available here for review:

General Terms & Conditions v1.23 (incl. Distribution Platform, Collection, Product Information and Matchmaking & Brokerage Terms)
Data Processing Agreement v1.01
Service Level Agreement v2.10