GENERAL TERMS & CONDITIONS

V1.23 (Last updated: 2026-06-01)

These General Terms & Conditions (“T&Cs”) govern Your access to and use of the VaultN Platform (as defined below) and form an integral part of the Agreement between You and VaultN.

In addition to these T&Cs, there are several additional terms that govern the Services and Add-Ons. These terms only apply to the extent that You have ordered or use the relevant Service or Add-On, including but not limited to:

Distribution Services
Matchmaking & Brokerage Add-On
Collection Services
Product Information Services

The most recent version of the T&Cs may be accessed via https://vaultn.com/vaultn-terms-conditions/.

By accessing the VaultN Platform, including the Services and Add-Ons, You confirm that You have read, understood, and agreed to be bound by the Agreement. If You do not agree with the Agreement, then You are expressly prohibited from using the VaultN Platform, Services and Add-Ons and You must discontinue any use immediately and request for Your Account to be terminated.

The VaultN Platform is intended for merchants or intermediaries only for business purposes and not for individuals for private use. To use the VaultN Platform, You are required to sign up on behalf of Your Organization.

Any changes to this Agreement will be notified as per Section 11.

PRIVACY

VaultN is committed to transparency regarding the processing of Your personal data. For more information refer to VaultN’s privacy notice at https://vaultn.com/privacy-policy/.

INTERPRETATION RULES & DEFINITIONS

If there is any conflict within the Agreement the precedence shall be as follows: (i) Terms of Add-Ons, (ii) Terms of Service, (iii) Plan, (iv) T&Cs.

For the entirety of the Agreement, the following terms correspond to the definitions given below, unless expressly stated otherwise. Please note that some definitions may be amended within the relevant Terms of Service or Terms of Add-Ons.

Term	Definition
Account	the account created upon the registration of the Main User on behalf of the Organization to benefit from VaultN’s Platform, Services and Add-Ons
Add-On(s)	an optional service provided based on the relevant Terms of Add-Ons, as an add-on to a Service
Agreement	the full agreement between VaultN and You consisting of these T&Cs, Terms of Service, Terms of Add-Ons, Plan and supplemental terms and conditions or documents, including Privacy Notice and Security Documents that may be posted on and updated via the VaultN Platform from time to time
Analytics & Data Insights Platform	the Service offered by VaultN which allows You to monitor and analyze data related to Your Digital Inventory and Your usage of the VaultN Platform
API	the application programming interface and its defined rules that enable different applications to communicate with each other and acts as an intermediary layer that processes data transfers between systems
Applicable Law	means any legislation governing the Agreement, as is applicable in the Netherlands including but not limited to laws, regulations, EU directives, court orders, Sanctions, and decisions of authorized entities, and including Regulation (EU) 2016/679 (GDPR) and any other data protection legislation applicable to the processing of personal data by either Party in connection with the Agreement. The United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded
Charges	fees or charges applicable to the Services and Add-Ons provided by VaultN
Collection Platform	the Service offered by VaultN which allows You to receive or pay, and to make and collect payments to and from Your Connections through Payment Service Providers
Confidential Information	the written or oral information, including but not limited to details about a Party’s business, finances, technology, products, processes, employees, or partners, designated as confidential or reasonably understood to be so, whether provided by the Disclosing Party or acquired by the Receiving Party. However, Confidential Information does not include information that (a) was public prior to this Agreement, (b) becomes public through no fault of the Receiving Party, (c) was already known by the Receiving Party without confidentiality obligations, or (d) is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information
Connection	a different Account with which You connect and engage for various purposes using the Distribution Platform
Connection Settings	the settings made available on the VaultN Platform where You may adjust the properties of Your engagement such as territory, Digital Inventory and whether any Charge will be paid by a Connection
Content	the content over the VaultN Platform referred to in Section 3
Digital Inventory	the content or assets uploaded by You and Other Users to the VaultN Platform, including but not limited to product information and any associated Metadata
Disclosing Party	the party who discloses the Confidential Information
Distribution Platform	the Service offered by VaultN used to store and transfer Digital Inventory between You and Your Connections
Insurance	the insurances provided by VaultN as an Add-On under the Distribution Platform which allows You to benefit from various insurance options provided by third party insurance providers
Main User	the main user who will operate the Account on behalf of the Organization
Matchmaking & Brokerage Add-On	the Add-On provided under the Distribution Platform which allows You to engage in facilitated introductions, matchmaking, brokerage, and related intermediary services with Connections
Media Platform	the Service offered by VaultN which allows You to perform marketing and promotional activities related to Your Digital Inventory and Connections (as made available through the Media Platform)
Metadata	the information and data associated with the Digital Inventory, including but not limited to descriptive, organizational, or relational details provided or generated by You or Connections
Organization	the legal person on whose behalf the Main User is authorized to receive the Services offered by VaultN and perform the transactions through the VaultN Platform
Organization Marks	the name, logo, trademarks, and service marks owned or licensed by Your Organization or its licensors
Other Users	the user accounts created on behalf of the Organization to let individuals access and manage its Account
Payment Service Provider	the external entity providing payment processing services related to the Collection Services to be provided under the Collection Terms of Service
Plan	the general or specifically generated schedule of Charges applicable to Your access to the VaultN Platform and the selection of Services and Add-Ons, which will form the basis of Your payment obligations
Price List	the price list where You can learn or determine the access to and prices for any Digital Inventory made available by You or Your Connection
Product Catalog	the product information system including Digital Inventory and any Metadata related thereto that can be created through the Product Information Platform
Product Information Platform	the Service offered by VaultN which allows You to insert and manage Metadata related to Your Digital Inventory
Prohibited Activities	the list of activities specified in Section 7
Receiving Party	the party who receives the disclosed Confidential Information
Restricted Markets	markets of the countries subject to Sanctions and that fall out of the scope of the VaultN Platform, Services and Add-Ons provided by VaultN
Sanctions	sanctions administered or enforced by the United States of America (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the European Union, the Kingdom of the Netherlands, or any other governmental authority that has jurisdiction over the Agreement
Sandbox Platform	the test environment of the main website as accessible via https://sandbox.vaultn.com/ as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto
Service or Services	the following platforms available through the VaultN Platform: Product Information Platform, Collection Platform, Distribution Platform, Analytics & Data Insights Platform and Media Platform
Terms of Add-Ons	the specific terms outlining the rules of engagement for the specific Add-Ons of Your choosing
Terms of Service	the terms governing the specific Platform of Your choosing
Transaction Data	the records and information, as well as derivative information thereto, generated through the usage of VaultN Platform, Services and Add-Ons including but not limited to activities such as purchases, sales, distributions, billing, and payments
UI	the user interface provided by VaultN for accessing the VaultN Platform or the integrated Services
Unsolicited Content	unsolicited feedback or ideas, including submissions of concepts, creative ideas, suggestions, stories, scripts or any other potential creative content.
User	a natural person authorized by the Organization to access and use the VaultN Platform on its behalf, including the Main User and Other Users
Vault	the digital storage environment within the VaultN Platform in which Your Digital Inventory is stored and managed, as further defined in the applicable Terms of Service
VaultN	VaultN B.V., a private company with limited liability incorporated in the Netherlands (KvK number: 80101704), having its registered address at Kon. Wilhelminaplein 13, Tower 1, Floor 14, 1062 HH Amsterdam, the Netherlands
VaultN Content	the VaultN Platform, Services and Add-Ons including their layout, color schemes, images, designs, and all related functions, source codes, other codes and all components and elements thereof.
VaultN Platform	the website as accessible via https://my.vaultn.com/, Services and Add-Ons, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto
Your Transaction Data	the part of the Transaction Data that is related to Your transactions over the VaultN Platform, Services or Add-Ons

1. YOUR ACCOUNT

1.1. To use the VaultN Platform (including the Services or Add-Ons) You will need to register for an Account. To register for an Account, You will need to follow the instructions on the VaultN Platform and submit certain information such as a username and a password. The creation and operation of an Account is subject to the Agreement. 1.2. You warrant and undertake that all the information You supply during registration for Your Account is truthful, complete and correct. You accept and understand that You are obligated to ensure that all information held about You by VaultN is up to date. You can notify an update to Your registration details at any time by editing the information contained within Your Account. 1.3. If VaultN is notified or otherwise has reason to believe that the information You have provided is fully or partly inaccurate, incomplete or not up-to-date, VaultN has the right to request that You provide updated information without delay. If You fail to provide, correct, update or complete the information as requested, VaultN is entitled to block You from using the VaultN Platform (including the Services or Add-Ons) until You have fully complied with the request. 1.4. Any username and password chosen by or issued to You upon or for registration with VaultN is personal to You and should only be used to facilitate Your use of and access to the VaultN Platform. You agree that You must not disclose Your username or password to any third party without VaultN’s prior written consent, except where the Account is accessed by affiliated entities of the Organization (such as subsidiaries). 1.5. While this is not mandatory, VaultN highly encourages You to use multi-factor authentication for the security of Your Account. 1.6. 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 login credentials. 1.7. You accept and understand that You are solely responsible for all use of the VaultN Platform undertaken through Your Account and by use of Your username and password. Do not share Your account name or password with any other person or allow any other person to use Your Account. VaultN is not liable for losses or damage resulting from any negligent or improper use of Your Account name, password, Account or any use by any third party that results from failure to comply with the Agreement. 1.8. Without prejudice to other remedies, VaultN may immediately restrict, suspend, or terminate Your Account and Your access to and use of the VaultN Platform (or the Services or Add-Ons), if: A. VaultN has reasonable cause to believe that You are creating problems or possible legal liabilities for, or are infringing the rights of, VaultN, any of VaultN’s users or third parties; or B. VaultN has reasonable cause to believe that You are violating the Agreement. 1.9. If Your Account has been terminated or suspended by VaultN, You may no longer use the VaultN Platform (including the Services or Add-Ons).

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

2.1. The VaultN Platform is a cloud-based digital platform enabling the provision of the following Services and Add-Ons depending on Your choice. The Services and Add-Ons are interrelated and are provided under the structure outlined in the introduction. To access the Services and Add-Ons, You must activate each Service and Add-On You wish separately. Add-Ons that fall under the related Service cannot be used individually without the relevant Service. Services and Add-Ons will be subject to Charges based on Your choosing and will be reflected in Your Plan. The details of Your Plan are considered Confidential Information. 2.2. VaultN will provide all Platforms and Add-Ons as outlined in the relevant Terms of Service and Terms of Add-Ons. 2.3. Access to the VaultN Platform or the Services may be offered via both UI and API, where available. However, VaultN does not guarantee that all functionalities of the VaultN Platform will always be available through both access methods. Availability may vary based on technical feasibility and specific integration scenarios.

3. INTELLECTUAL PROPERTY, LICENSE, CONTENT AND DATA RIGHTS

3.1. All intellectual property rights to the VaultN Content are owned by VaultN or its licensors. The Agreement only provides for a license (as described in Section 3.2) and does not transfer or sell any intellectual property rights to the VaultN Content. All rights that are granted to You are expressly mentioned in and are limited by the Agreement. 3.2. VaultN hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the VaultN Platform, Add-Ons or Services (as applicable) limited to use-cases expressly allowed under the Agreement, under the suspensive condition (opschortende voorwaarde) that the relevant Charges are paid. 3.3. The license that is granted to You under Section 3.2 is subject to Your compliance with all terms and conditions of the Agreement. VaultN has the right to suspend or terminate Your license if You do not comply with the Agreement. 3.4. The license as described in Section 3.2 will terminate: A. VaultN Platform: in the event these T&Cs are terminated; B. Add-Ons or Services: in the event the relevant Terms of Add-Ons or Services are terminated. 3.5. All rights not expressly granted are reserved by VaultN and its licensors. Without VaultN’s prior written consent, You must not: A. resell, redistribute, copy, reproduce, or exploit the VaultN Platform, Add-Ons, Services or VaultN Content for commercial purposes; B. create derivative works or engage in any Prohibited Activities as set out in Section 7; C. remove or alter any proprietary notices. 3.6. VaultN does not accept or review unsolicited submissions of ideas, designs or other content. If You nonetheless provide Unsolicited Content to VaultN, You waive all claims in respect of any intellectual property rights in that content and acknowledge that VaultN may freely use, develop, or commercialize similar or competing products without compensation or obligation to You. Any Unsolicited Content will be disregarded to avoid any possible misunderstanding around intellectual property rights subsisting in the VaultN Platform, Services and Add-Ons. 3.7. All rights in Your Digital Inventory, including game keys, 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. 3.8. VaultN acknowledges the high value of Your Digital Inventory and will maintain industry-standard information security measures to protect against unauthorized access, use, disclosure, alteration, destruction, loss or corruption. 3.9. VaultN retains exclusive ownership of all Transaction Data, including any derivative data generated from usage of the VaultN Platform. This includes the right to use such data, including in aggregated or anonymized form, for analytics, service improvements, and AI model training. You waive any rights or claim to this derivative dataset. 3.10. You and VaultN will co-own the portion of Transaction Data that relates specifically to Your activity on the Platform (“Your Transaction Data”). You may use Your Transaction Data freely and request a copy at any time. 3.11. VaultN disclaims any ownership of Metadata and any third-party proprietary content. 3.12. All rights in the Organization Marks are and shall remain owned or licensed by Your Organization. Except for the limited license granted under Section 9 (Publicity), VaultN does not obtain any right, title, or interest in or to the Organization Marks. 3.13. VaultN will collect and retain performance metrics and usage data to monitor and improve the VaultN Platform, Services and Add-Ons, and will perform regular backups thereof. You remain solely responsible for all data You transmit or store via the Platform, Services or Add-Ons. Except as expressly provided under the Privacy Policy or the Service Level Agreement, VaultN shall not be liable for any loss, corruption or unauthorized alteration of Your data.

4. CONFORMITY AND TECHNICAL SUPPORT

4.1. THE VAULTN PLATFORM, SERVICES, AND ADD-ONS ARE PROVIDED “AS IS” (WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OF NATURE), EXCEPT AS EXPRESSLY AGREED IN THIS AGREEMENT. THIS MEANS THAT VAULTN DOES NOT GUARANTEE THAT THE VAULTN PLATFORM, SERVICES, AND ADD-ONS WORK FLAWLESSLY, DOES NOT CONTAIN ANY BUGS AND/OR GLITCHES, AND IS AVAILABLE AT ALL TIMES. 4.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VAULTN DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS, WHETHER EXPRESS OR IMPLIED, REGARDING THE VAULTN PLATFORM, SERVICES, ADD-ONS, VAULTN CONTENT, DIGITAL INVENTORY, AND SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION. THIS DISCLAIMER INCLUDES, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, CUSTOM, TRADE USAGE, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUSES, ACCURACY, COMPLETENESS, USEFULNESS, UNINTERRUPTED ACCESS, ERROR-FREE OPERATION, AND FREEDOM FROM DEFECTS. 4.3. VAULTN MAKES NO REPRESENTATION OR WARRANTY REGARDING THE LEGALITY OF YOUR USE OF THE VAULTN PLATFORM, SERVICES, OR ADD-ONS IN ANY JURISDICTION. YOUR USE OF THESE SERVICES IS SOLELY AT YOUR OWN RISK. VAULTN SPECIFICALLY DISCLAIMS LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES OR LOSSES ARISING FROM OR RELATED TO DIGITAL INVENTORY. 4.4. Some jurisdictions restrict or disallow the disclaimer of implied warranties; thus, the foregoing disclaimers may not apply to the extent such jurisdiction’s laws govern the Agreement. 4.5. VaultN will not provide technical support, unless other arrangements are made via a separate Service Level Agreement. 4.6. These T&Cs shall remain in full force and effect while You continue to have an Account on the VaultN Platform. You may terminate any Service or Add-On or the entire Account at any time by contacting VaultN using the details in Section 13 or through the VaultN Platform where such functionality is available. The terms concerning limitation of liability, denial of access, and Account termination are further governed by Section 10 of these T&Cs. 4.7. You should stop using VaultN Platform or the relevant Service or Add-On before the notice periods, if any, set out in Section 11 elapse, if You do not accept the notified changes. If VaultN terminates or suspends Your Account for any reason, You are prohibited from registering and creating a new Account.

5. PLAN, PAYMENT TERMS, AND PAYMENT SERVICE PROVIDERS

5.1. Upon selecting Services and Add-Ons, the relevant Terms of Service and Terms of Add-Ons apply. The Charges will be reflected in Your Plan. 5.2. The Charges reflected on Your Plan will be invoiced as set out in Section 5.4, and payment is required to continue access to selected Services and Add-Ons. If payment is not made, access to unpaid Services and Add-Ons will be suspended until payment is completed. 5.3. Certain Services or Add-Ons may be selected to be paid by a Connection instead. In that case, Your continued use of such Services and Add-Ons will be based on the payments to be made by the said Connection. If a Connection fails to make payment, You will be notified and will be allowed to make the relevant payment Yourself if You wish to continue to use the relevant Services and Add-Ons. 5.4. Unless otherwise agreed, VaultN will bill You at the beginning of each month for the Services provided in the previous month. You are required to make payment within 15 (fifteen) days from the date of receiving the invoice. Should You have any disputes regarding the Charges of the preceding month, You are required to raise such dispute through the channels set out in Section 13 within 15 (fifteen) days starting from the invoice date. Disputes will be reviewed by VaultN based on the records of VaultN and corrected or rejected as soon as practical. However, You will still be required to pay the Charges that are not subject to any dispute in due time. 5.5. In the event of late payment, VaultN will automatically charge a contractual penalty (boetebeding) on the overdue amount at a rate of 4% (four percent) above the ECB base rate as published from time to time, which will also be reflected on Your Plan for the upcoming month. Different interest rates and different payment terms may be determined under the relevant Terms of Service or Terms of Add-Ons. 5.6. VaultN may offer different payment methods either directly or through Payment Service Providers. If VaultN offers a payment method utilizing any Payment Service Provider, You will be required to accept the terms and conditions of such Payment Service Provider. Such Payment Service Providers will be made visible to You over the Platform. VaultN reserves the right to change, remove or add Payment Service Providers at its discretion and these will be announced over the Platform. 5.7. If You are using the Collection Platform, You hereby accept and declare that VaultN will instruct the collection of any Charges due and payable directly via the Collection Services. You hereby waive any rights or objections You may have regarding the collection of Charges from any amounts collected through the Collection Services.

6. YOUR REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

6.1. By using the VaultN Platform, You guarantee that: i. You legally authorize the Main User to engage in transactions on behalf of the Organization and that You shall be solely liable for any action the Main User or Other Users perform through the VaultN Platform; ii. all registration information You submit will be true, accurate, current, and complete; iii. You will maintain the accuracy of such information and promptly update such registration information as necessary; iv. You have the legal capacity and You agree to comply with the Agreement; v. You will not access the VaultN Platform, Services or Add-Ons through automated or non-human means, whether through a bot, script or otherwise; vi. You will not use the VaultN Platform, Services or Add-Ons for any illegal or unauthorized purpose; vii. Your use of the VaultN Platform, Services or Add-Ons will not violate any Applicable Law; viii. You and Your Connection 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; ix. You are solely responsible for following third-party terms related to any Digital Inventory transferred to or from Your Connections; and x. You will check whether any country involved in any of Your engagement over VaultN Platform, Services or Add-Ons with Connections or third parties falls into the category of Restricted Markets and that VaultN has no liability regarding Restricted Markets or Sanctions and waives liability for sales to such markets. 6.2. 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 (i) a breach of the above representations; (ii) Your participation in Prohibited Activities on the VaultN Platform, Services or Add-Ons, (iii) Your violation of others’ rights, like intellectual property, or (iv) Your use of the VaultN Platform, Services or Add-Ons in a harmful manner. VaultN may take over the defense of any situation requiring Your protection, and You must assist at Your own cost. VaultN will inform You about any related claims, actions, or proceedings without undue delay. VaultN reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

7. PROHIBITED ACTIVITIES AND RESTRICTED MARKETS

7.1. Prohibited Activities include: i. Circumventing or interfering with security features of the VaultN Platform, Services and Add-Ons. ii. Disrupting or creating undue burden on the VaultN Platform, Services and Add-Ons or its networks. iii. Deciphering, decompiling, disassembling, or reverse engineering any software of the VaultN Platform, Services and Add-Ons. iv. Bypassing measures that restrict access to any part of the VaultN Platform, Services and Add-Ons. v. Copying or adapting the VaultN Platform, Services and Add-Ons’ software, including Flash, PHP, HTML, JavaScript, or other code. vi. Using any automated system or unauthorized scripts to access the VaultN Platform, Services and Add-Ons, except for standard browser usage. vii. Using the VaultN Platform, Services and Add-Ons in violation of Applicable Law. viii. Accessing or using the VaultN Platform, Services, or Add-Ons from a Restricted Market or providing any service to Restricted Markets using the VaultN Platform, Services or Add-Ons. ix. Engaging in activities that violate Sanctions or Applicable Law. 7.2. VaultN reserves the right to make changes to the availability of the VaultN Platform, Services, and Add-Ons in Restricted Markets or as a result of Sanctions without providing prior notice if such changes are required as per the Applicable Law. However, if VaultN decides to restrict a market arbitrarily or for internal business reasons, You will be notified with advance notice as further detailed under Section 11. 7.3. Any use of the VaultN Platform, Services and Add-Ons that violates the Agreement may result in the termination or suspension of Your rights. 7.4. Neither You, any person with over 5% (five percent) interest in Your Organization, nor any director may be (i) subject to Sanctions, (ii) located in a Restricted Market, or (iii) a party that VaultN cannot deal with under Applicable Law. VaultN reserves the right to withhold access to VaultN Platform, Services and Add-Ons if it reasonably suspects You may be ineligible. 7.5. VaultN is not obligated to monitor Digital Inventory or Metadata exchanged via the VaultN Platform, except where required by Applicable Law.

8. CONFIDENTIALITY

8.1. The Receiving Party must protect Confidential Information with at least reasonable care, equal to its own. Disclosure requires prior written consent from the Disclosing Party, limited to fulfilling obligations under the Agreement. (a) Confidential Information may be shared with employees on a need-to-know basis, with the Receiving Party accountable for their actions; and (b) if legally required (e.g., subpoenas), the Receiving Party must promptly notify the Disclosing Party to enable protective measures or a waiver, to the extent permitted by Applicable Law. 8.2. Any breach of this Section may cause irreparable harm not compensable by money. Thus, the non-breaching Party may seek injunctive or equitable relief. The Disclosing Party may ask the Receiving Party to destroy or return Confidential Information and provide written certification of such destruction or return. Information retained in routine backups or for legal compliance may only be held temporarily and must comply with the Agreement.

9. PUBLICITY

9.1. Unless You have notified VaultN in writing to the contrary, VaultN may identify Your Organization by name as a user of the Services and may use the Organization Marks on the VaultN website and in VaultN’s marketing and promotional materials, in accordance with any brand guidelines provided. Your Organization grants VaultN a revocable, non-exclusive, non-sub-licensable, non-transferable, royalty-free license to use, display, and reproduce the Organization Marks solely for the foregoing purposes. Each party acknowledges that the other party’s marks are and will remain the exclusive property of such party. 9.2. If You opt out under Section 9.1, VaultN will cease using the Organization Marks in any new marketing or promotional materials after receipt of such notice. VaultN shall not be required to remove or recall materials already published or distributed prior to receipt of such notice.

10. LIMITATION OF LIABILITY

10.1. VaultN will only be liable for the damage that You suffer as a result of an attributable failure in compliance with any provision under the Agreement, if compliance by VaultN is not forthcoming after You have given VaultN notice of default in writing and have provided a period of 30 (thirty) days to fulfill the obligation concerned. 10.2. VaultN’s liability is excluded for indirect loss or consequential loss, such as: A. Lost profit; B. Lost savings; C. Reduced goodwill; D. Loss due to business interruption. 10.3. The liability of VaultN is in any event limited to the maximum of the amount that the insurer of VaultN pays in the relevant loss event, or, as the case may be, to a maximum of the Charges in the 6 (six) months preceding the liability event if this last amount is lower. 10.4. Any limitation of liability on the basis of this Agreement will not apply if the damage is resulting from personal injury, death, willful misconduct or gross negligence on the part of the liable Party; 10.5. For the avoidance of doubt, under no circumstances shall VaultN be responsible or liable for the fulfillment of any contractual obligations of third parties. VaultN reserves the right to deny access to and use of the VaultN Platform, Services and Add-Ons, to You and any Other Users. VaultN may terminate Your access or delete Your Account and Metadata if there is reasonable suspicion that Your use of the VaultN Platform, Services and Add-Ons breaches the Agreement or Applicable Law. Notifications regarding such decisions will follow the terms in Section 11 (Notices).

11. NOTICES, ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

11.1. In the event of any change or modification to the Agreement, VaultN Platform, Services or Add-Ons, or suspension and discontinuance thereof or of Your Account, notices will be provided under the terms below: A. 90-Day Notice: If VaultN decides to suspend, change, or discontinue all or any part of VaultN Platform, Services or Add-Ons and this decision does not require notice under the Notice Whenever Practical provision below, VaultN will notify You at least 90 (ninety) days in advance. During this time, You can opt-out of Services or Add-Ons, or terminate these T&Cs. B. 30-Day Notice: For any planned or foreseeable changes that do not materially impact the VaultN Platform, Services or Add-Ons, or existing terms thereof, VaultN shall provide a minimum of 30 (thirty) days advance notice. Such changes may include, without limitation, the introduction of new VaultN Platform, Services or Add-Ons or minor amendments to the Agreement that do not substantially alter their effect. C. Notice Whenever Practical: VaultN reserves the right to take immediate and unforeseen actions in cases of suspected fraud, Prohibited Activities, or legal obligations under Applicable Law. While VaultN prioritizes providing advance notice whenever feasible, it will notify You of such actions as soon as practical. You acknowledge and accept that actions taken without prior notice will remain valid and enforceable. Any notice sent by VaultN will enter into force (i) on the date determined in the relevant advance notice or (ii) immediately in the event of immediate action without prior notice. 11.2. All notices under the Agreement made to You shall be deemed to have been given upon being sent to the email address You have provided in Your Account credentials. 11.3. Visiting the Platform, sending VaultN emails, and completing online forms constitute electronic communications. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by VaultN or via VaultN Platform.

12. MISCELLANEOUS

12.1. The Agreement is governed by and construed in accordance with the Applicable Law, and the use of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. VaultN and You agree to submit to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands. 12.2. In the event of a force majeure where either Party is unable to fulfill its obligations due to circumstances beyond its control, including acts of terrorism, war, emergencies, natural disasters, or work stoppages, this non-performance will be excused for the duration of the event and will not be deemed a breach of the Agreement. Nevertheless, the affected Party must take reasonable steps to mitigate the impact and resume its obligations as soon as the situation is resolved. 12.3. The Agreement constitutes the entire agreement and understanding between You and VaultN. 12.4. The failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision. 12.5. The Agreement operates to the fullest extent permissible by Applicable Law. 12.6. VaultN may assign any or all rights and obligations under the Agreement to others at any time. You may not assign any rights or obligations under this Agreement to others. 12.7. If any part of the Agreement is found unlawful or unenforceable, it will be removed without affecting the remainder of the Agreement. 12.8. The Agreement does not create a joint venture, partnership, employment, or agency relationship between You and VaultN, except to the limited extent expressly provided under the applicable Terms of Add-Ons. 12.9. You agree not to interpret the Agreement against VaultN for drafting it and waive any defenses related to its electronic form or lack of signatures. 12.10. Sections relating to confidentiality, intellectual property, Transaction Data, data rights, payment obligations, indemnities, publicity, limitation of liability, governing law, dispute resolution, and any provisions which by their nature are intended to survive termination or expiration shall survive termination or expiration of the Agreement.

13. CONTACT VAULTN

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

Mail: VaultN B.V., PO Box 69589, 1060 CP Amsterdam, the Netherlands

E-mail: [email protected]

DISTRIBUTION PLATFORM TERMS OF SERVICE

V1.12 (Last updated: 2026-06-01)

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

Any term with a capitalized initial letter that is not defined herein shall have its corresponding meaning as determined under the T&Cs.

In the event of any conflict between the T&Cs and these Terms of Service, these Terms of Service shall prevail.

You hereby agree to comply with the T&Cs and these Terms of Service when accessing and using the Distribution Services.

1. INTERPRETATION & DEFINITIONS

Term	Definition
Collection Terms of Service	the Terms of Service governing Collection Services between You and VaultN
Distribution Services	the services provided by VaultN under these Terms of Service 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
Extraction Fee	the Charge applied to the Retailer for extracting Digital Inventory
Insertion Fee	the Charge applied for inserting Digital Inventory
On-Demand Transfer Fee	the Charge applied to the Publisher for an Extraction of Digital Inventory by a Connection, such as a Retailer, and the connected transfer of Digital Inventory to that Connection
Onboarding / Integration Fee	a Charge applied for the setup of Your Vault
Order	an order, keyless order, or reservation placed by a Connection for the authorization and fulfillment of a Digital Inventory sale
Order Fee	the Charge applied to an Order placed by a Connection
Payment Confirmation	a notification confirming that the Payment Service Provider has facilitated the fund transfer for an Extraction or On-Demand Transfer on Your or Your Connection’s behalf, in accordance with the Collection Terms of Service
Product Information Terms of Service	the Terms of Service governing product catalog and Metadata management services between You and VaultN
Publisher	You or Your Connection who is a publisher or the owner of the rights to sell or distribute any Digital Inventory to Retailers
Retailer	You or Your Connection who obtains Digital Inventory from a Publisher to sell or distribute to end-users, whether as a retailer, distributor, sub-retailer, or sub-distributor
Transfer Fee	the Charge applied for transferring Digital Inventory

2. SCOPE

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

3. VAULTN’S ROLE IN ORDERS THROUGH THE PLATFORM

3.1. VaultN operates a Distribution Platform enabling Digital Inventory to be transferred between Publishers and Retailers, and, where configured by the relevant Organizations, sold between You and Your Connections. VaultN acts as a technology platform and intermediary facilitator, in a role strictly limited to acting as an intermediary and providing a venue where You engage with Your Connections for transactions. Any of those transactions require an Order being placed by You or Your Connection in order to be processed. VaultN does not own, manage, or assume responsibility for the Digital Inventory exchanged or sold via the Distribution Platform. You are solely responsible for setting the prices of Your Digital Inventory and ensuring its availability to Your Connections. VaultN does not participate in the ownership, negotiation, or sale of the Digital Inventory. You remain solely responsible for the pricing, legality, and commercial distribution terms of Your Digital Inventory.

3.2. VaultN does not examine, evaluate, or warrant the offerings of any such businesses or individuals, nor does it guarantee the content of Digital Inventory. Unless explicitly stated otherwise in the T&Cs, 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.

3.3. VaultN allows You to list and sell Your Digital Inventory on the Distribution Platform. In each case, this is clearly indicated on the relevant Digital Inventory page. While VaultN facilitates transactions carried out on the Distribution Platform, VaultN is neither the buyer nor the seller of the items being exchanged. Instead, VaultN provides a venue for You to connect with other Connections, 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.

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

4. COLLECTION AND REFUND

4.1. If You are a Publisher:

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

4.1.2. After You receive Payment Confirmation, You are obligated to transfer the Digital Inventory for which VaultN has facilitated the Collection Services through the Collection Platform with the relevant Retailer. 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. If, for any reason, You failed to transfer and deliver any Digital Inventory that You received the payment for, You hereby accept and undertake to refund any amounts that You received for the Digital Inventory that is not transferred and delivered to the Retailer. You may also be liable for any damages incurred by the Retailer due to such failure to transfer and deliver paid Digital Inventory based on the terms between You and the Retailer. In all cases, VaultN shall not be liable for any failure by You to transfer or deliver Digital Inventory.

4.2. If You are a Retailer:

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

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

5. CHARGES BY VAULTN

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

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

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

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

5.5. The Extraction Fee shall be based on the net sale value of the Digital Inventory or the net royalties due to the Publisher, whichever is higher. The On-Demand Transfer Fee shall be based on the net royalties received by the Publisher for the sale of the Digital Inventory.

5.6. Other actions may cause additional Charges as determined in Your Plan.

5.7. Charges are not associated with the Digital Inventory itself but relate solely to the provision of the Distribution Services. All applicable Charges are reflected in Your Plan.

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

5.9. If You use the Product Information Platform in connection with the distribution of Digital Inventory through the Distribution Services, Product Information Services shall be provided to You without the requirement of paying any additional Charges for Product Information Services, unless otherwise specified in Your Plan.

5.10. Section 5.9 does not apply to additional services provided under the Product Information Platform. Details of additional Charges are set out in Your Plan. Details of the Product Information Services are provided under the applicable Product Information Terms of Service.

COLLECTION TERMS OF SERVICE

V1.02 (Last updated: 2026-06-01)

These Collection Terms of Service (“Collection ToS”) are an integral part of, and subject to, the VaultN Terms and Conditions (“T&Cs”) that may be published and amended from time to time by VaultN.

Any term with a capitalized initial letter that is not defined herein shall have its corresponding meaning as determined under the T&Cs.

In the event of any conflict between the T&Cs and these Collection Terms of Service, these Collection Terms of Service shall prevail, but only with respect to the Collection Services.

You hereby agree to comply with the T&Cs and these Collection Terms of Service when accessing and using the Collection Services.

1. INTERPRETATION & DEFINITIONS

Term	Definition
Collection Terms of Service	the Terms of Service governing Collection Services between You and VaultN
Collection Platform	the VaultN Platform through which VaultN provides the Collection Services
Collection Services	the service offered by VaultN that enables You to (i) collect payments from Retailers or process payments to Publishers, and (ii) pay Charges through third-party Payment Service Providers
Publisher	You or Your Connection who is a publisher or the owner of the rights to sell or distribute any Digital Inventory to Retailers
Retailer	You or Your Connection who obtains Digital Inventory from a Publisher to sell or distribute to end-users, whether as a retailer, distributor, sub-retailer, or sub-distributor

2. SCOPE AND USE OF THE SERVICE

2.1. The Collection Services are optional Services governed by these Collection Terms of Service and are only enabled upon Your explicit request.

2.2. 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 directly but engages Payment Service Providers to do so.

2.3. 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.

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

3. AUTHORIZATION OF VAULTN

3.1. You hereby authorize VaultN to:

i. receive, process, and transmit Your instructions related to Collection Services and Charges to the Payment Service Provider;

ii. automatically collect any Charges due to VaultN from the amounts to be transferred to You under the Collection Services.

4. CHARGES BY VAULTN

4.1. 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.

4.2. 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 and You are responsible for issuing proper invoices to Your Connections.

4.3. 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.

5. REFUND REQUESTS

5.1. 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.

5.2. If You, as a Retailer, request a refund and the request is accepted by the relevant Publisher, You will receive a credit that can be applied to future Collections with that Publisher, unless You explicitly request a refund. In that event, You acknowledge and agree that the refunded amount may be reduced by any applicable Charges or fees imposed by the Payment Service Provider.

6. LICENSING

6.1. 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.

6.2. 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 regulation.

6.3. You agree that any issues or claims related to licensing, compliance, or regulatory matters must be directed solely to the relevant Payment Service Provider.

7. LIMITATIONS OF LIABILITY

7.1. VaultN’s obligation under these Collection ToS 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.

7.2. For clarity, any self-billing services offered by VaultN are not part of the Collection Services.

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

7.4. VaultN shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms.

8. NO LIABILITY FOR THIRD-PARTY ACTIONS

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

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

8.3. You agree to indemnify and hold harmless VaultN from any claims, losses, or damages arising out of or in connection with the actions or omissions of the Payment Service Provider.

PRODUCT INFORMATION TERMS OF SERVICE

V1.02 (Last updated: 2026-06-01)

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

Any term with a capitalized initial letter that is not defined herein shall have its corresponding meaning as determined under the T&Cs.

In the event of any conflict between the T&Cs and these Terms of Service, these Terms of Service shall prevail.

You hereby agree to comply with the T&Cs and these Terms of Service when accessing and using the Product Information Services.

1. INTERPRETATION & DEFINITIONS

Term	Definition
Product Information Terms of Service	the Terms of Service related to the Product Information Platform to be concluded between You and VaultN for product catalog and Metadata management services
Product Information Platform	the Service offered by VaultN which allows You to insert and manage Metadata related to Your Digital Inventory
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 the VaultN Platform via RSS feeds, APIs, or other methods
Publisher	You or Your Connection who is a publisher or the owner of the rights to sell or distribute any Digital Inventory to Retailers
Retailer	You or Your Connection who is a retailer, a distributor, a sub-retailer or a sub-distributor of Digital Inventory that is obtained from a Publisher where You or Your Connections sell and distribute such Digital Inventory to end-users

2. SCOPE

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

3. VAULTN’S RIGHTS AND OBLIGATIONS

3.1. VaultN shall provide You with the Product Information Platform for You to create, manage, store and synchronize product details, assets and Metadata related to the Digital Inventory, create, edit, obtain and store a Product Catalog. Product Information Services are offered by VaultN as a Service.

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

3.3. VaultN has the right to charge You Charges as reflected in Your Plan in exchange for the Product Information Services provided.

4. YOUR RIGHTS AND OBLIGATIONS

4.1. 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.

4.2. You hereby agree that VaultN may suspend the distribution of any Metadata for which a claim of copyright 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 infringement is validated. You waive any claims against VaultN arising from actions taken under this Section 4.2, 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.

4.3. You are obligated to pay the Charges fully and on time in exchange for the Product Information Services provided by VaultN.

4.4. You have the right to use Product Information Services, including but not limited to creating, managing, and synchronizing product details and Metadata related to the Digital Inventory, creating, editing, and managing Your Product Catalog on the Product Information Platform.

4.5. 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 T&Cs.

5. CHARGES AND PAYMENT

5.1. In return for the Product Information Services, You will be required to pay Charges as reflected in Your Plan.

5.2. The Charges will be payable as per the payment terms under the T&Cs. If You are using the Collection Platform, You hereby accept that any Charges due will be collected from You automatically.

5.3. 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 any additional Charges provided that such Connection is using the respective endpoints through the Distribution Services and does not use public endpoints or perform Externalization.

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

MATCHMAKING & BROKERAGE TERMS

(“TERMS OF ADD-ON”)

V1.00 (Last updated: 2026-06-01)

These Terms of Add-On (“Terms”) are an integral part of, and subject to, the VaultN Terms and Conditions (“T&Cs”) that may be published and amended from time to time by VaultN.

Any term with a capitalized initial letter that is not defined herein shall have its corresponding meaning as determined under the T&Cs.

In the event of any conflict, the hierarchy set out in the T&Cs shall apply.

You hereby agree to comply with the T&Cs and these Terms when accessing and using the Matchmaking & Brokerage Services.

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.

1. INTERPRETATION & DEFINITIONS

Term	Definition
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 Section 5, excluding the execution mandate described in Section 6 unless expressly activated
Distribution Agreements	distribution agreements between Organizations and Connections, the execution or operational administration of which may be facilitated by VaultN under the optional mandate described in Section 6
Distribution Terms	any standard form or bespoke distribution agreement concluded between You and the relevant Connection for use of the Platform and Digital Inventory, whether using VaultN’s Standard Distribution Terms or terms provided by the Organization
Distribution Terms of Service	the Terms of Service governing Distribution Services between You and VaultN
Invoice	any invoice issued by or on behalf of an Organization in connection with a Distribution Agreement, including self-billed invoices issued by Connections and subsequently by VaultN where enabled, complying with applicable VAT requirements under Article 35a(2) of the Dutch Turnover Tax Act (Wet op de omzetbelasting 1968) and Article 226 of Council Directive 2006/112/EC or equivalent local legislation
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 Organization
Standard Distribution Terms	VaultN’s default distribution agreement template, incorporating the applicable Specific Terms, used where an Organization does not elect to use its own distribution terms

2. SCOPE

2.1. The scope of these Terms is the provision of Brokerage Services by VaultN to You through the Platform, the optional execution of Distribution Agreements under Section 6, and where applicable, the payment of the Brokerage Fee.

2.2. Any Distribution Agreements executed under Section 6 are entered into with Connections exclusively on the basis of the Specific Terms defined by the Organization.

3. VAULTN’S ROLE

3.1. Platform Provider. VaultN provides a technology platform enabling Accounts to identify, connect, and engage with other Accounts. In this capacity, VaultN acts solely as a neutral intermediary and is not involved in the commercial relationship between Organizations. The creation or existence of a Connection does not in itself constitute Brokerage Services, create any fee obligation, or establish any agency, brokerage, or fiduciary relationship.

3.2. Matchmaking / Facilitation Services (Opt-In Only). VaultN may, upon request or where included in the applicable Plan, provide Brokerage Services consisting of introductions, sourcing, engagement facilitation, and support relating to potential commercial relationships between Organizations. In this capacity, VaultN acts solely as an intermediary facilitator and does not receive authority to negotiate, amend, or execute agreements on behalf of Organizations unless separately instructed under Section 6. To the extent that the services provided in this capacity 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.

3.3. Execution Mandate (Optional). Organizations may separately instruct VaultN under Section 6 to facilitate the operational execution of Distribution Agreements based on pre-approved Specific Terms. In this capacity, VaultN acts solely within the scope of the limited mandate granted by the relevant Organization and does not become a party to any Distribution Agreement.

4. NATURE OF CONNECTIONS

4.1. Connections are established between Accounts. Each Account acts on behalf of its respective Organization.

4.2. The creation or existence of a Connection:

does not in itself create any legal relationship between Organizations;
does not constitute Brokerage Services; and
does not give rise to any fee.

4.3. Connections established without Brokerage Services are considered standard Connections. Standard Connection functionality is available to all Organizations and does not require activation of these Terms.

5. BROKERAGE SERVICES

5.1. Brokerage Services are strictly opt-in. VaultN shall only provide Brokerage Services where explicitly requested or agreed by an Organization or where such services are included in the applicable Plan.

5.2. Brokerage Services consist of the active involvement of VaultN in:

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

5.3. Brokerage Services:

are limited to the scope explicitly requested or agreed;
do not include negotiation authority unless separately agreed under Section 6; and
do not create any fiduciary, advisory, or agency relationship beyond such scope.

5.4. You remain solely responsible for the commercial negotiation and conclusion of agreements with Connections introduced or facilitated by VaultN. VaultN acts as an intermediary only and does not assume liability for commercial terms or the execution of any agreement between Organizations.

5.5. 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 the Distribution Terms of Service unless expressly approved by VaultN in writing. VaultN disclaims all liability in relation to agreements concluded between You and Connections.

5.6. 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.

6. EXECUTION OF AGREEMENTS (OPTIONAL MANDATE)

6.1. Organizations may instruct VaultN to facilitate the execution of Distribution Agreements between them and their Connections. This instruction is strictly optional.

6.2. Where such instruction is provided:

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

6.3. 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 Organization.

6.4. VaultN will digitally execute Distribution Agreements on the Organization’s behalf and make them available for the Organization’s review through the Platform. The execution of Distribution Agreements is handled through the Platform, including:

allocations;
on-demand transfers;
extractions of Digital Inventory; and
reporting between the Organization and the relevant Connection relating to the distribution of Digital Inventory.

6.5. Any Distribution Agreement executed under this Section shall be deemed concluded solely between the relevant Organizations. VaultN acts as a disclosed intermediary and shall not acquire any rights or obligations under the agreement executed.

6.6. VaultN acts solely as an administrative facilitator under this Section and does not assume liability as a representative. VaultN shall not be responsible for the performance or obligations of any Organization under any Distribution Agreement.

7. BROKERAGE FEE

7.1. A Brokerage Fee shall only apply where expressly set out in the applicable Plan or otherwise expressly agreed between the parties.

7.2. 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. Where the Plan determines that the Connection shall pay the Brokerage Fee, no Brokerage Fee will be reflected in Your Plan.

7.3. 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.

7.4. The Brokerage Fee, where applicable, remains payable in accordance with these Terms, including Section 12.3.

8. NON-CIRCUMVENTION

8.1. 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:

identified, introduced, or facilitated through the VaultN Platform; or
introduced or facilitated through Brokerage Services.

8.2. This obligation applies:

during the term of the relationship with VaultN; and
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.

8.3. This Section 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.

9. PENALTY

9.1. In case of breach of Section 8, 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 (artikel 6:74 BW).

9.2. VaultN may audit relevant transaction records or request supporting documentation to assess compliance with Section 8.

10. SELF-BILLING AND COLLECTION

10.1. The Organization authorizes each Connection to issue Invoices on behalf of the Organization 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. The Organization further authorizes VaultN to assume this invoicing role on behalf of the Organization 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. The Organization agrees not to issue separate or duplicate Invoices and shall accept all such Invoices as valid for VAT and accounting purposes.

10.2. The Organization may require that payments from Connections be 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 of Service and enter into any supplementary agreements as applicable. VaultN shall facilitate the technical and contractual onboarding of such services as directed by the Organization.

10.3. If You wish for VaultN to collect payments from Connections under a Distribution Agreement, You must subscribe to the Collection Services and accept the Collection Terms of Service.

10.4. VaultN acts solely as a facilitator of the relationship between Organizations and their Connections. VaultN does not purchase, resell, or take title to 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 Article 14a of the EU VAT Directive (2006/112/EC), Dutch VAT legislation, or any other applicable regulation. The Organization remains solely responsible for any tax, regulatory, or accounting obligations arising from the sale of its Digital Inventory.

11. LIABILITY

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

the performance, legality, or quality of any Digital Inventory;
any support obligations relating to the Digital Inventory;
the commercial, legal, or other consequences of any Specific Terms determined by the Organization;
the performance of contractual obligations between Organizations; or
any VAT assessments, penalties, or tax liabilities relating to transactions between Organizations and their Connections.

11.2. All limitations and exclusions of liability set out in the T&Cs apply in full to these Terms. Nothing in these Terms expands VaultN’s liability beyond the T&Cs.

12. TERM AND TERMINATION

12.1. These Terms shall remain in force until the relevant Add-On is deactivated or until the T&Cs or the Distribution Terms of Service are terminated for any reason.

12.2. Any Distribution Agreements executed prior to termination remain enforceable between the relevant Organizations under the terms set out therein.

12.3. 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 Section.

13. SURVIVAL

13.1. The following provisions survive termination of these Terms: Section 7 (Brokerage Fee, including the post-termination fee tail in Section 12.3), Section 8 (Non-Circumvention), Section 9 (Penalty), and Section 11 (Liability).

14. HIERARCHY

14.1. These Terms form an Add-On to the T&Cs. In the event of any conflict, the hierarchy set out in the T&Cs shall apply.

14.2. In addition, these Terms shall prevail over any prior or separate Add-On, agreement, or document relating specifically to matchmaking or brokerage services, including version 1.11 of the VaultN Brokerage Agreement and version 1.02 of the VaultN Matchmaking Terms, which are superseded by these Terms.