GENERAL TERMS & CONDITIONS
V1.21 (Last updated: 2025-07-14)
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 which govern the Services and Add-Ons. These terms only apply to the extent that You ordered and/or use the relevant Service or Add-On, including but not limited to:
- Distribution Services 1.1 Matchmaking Add-On 1.2 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 16.
PRIVACY
VaultN believes it is important to be transparent about how we process your personal data. For more information we refer to our privacy notice which can be found at https://vaultn.com/privacy-policy/.
INTERPRETATION RULES & DEFINITIONS
In case of any conflict within the Agreement the precedence shall be as follows: (i) Terms of Add-Ons, (ii) Terms of Services, (iii) Plan, (iv) T&Cs.
For the entirety of the Agreement the following terms correspond to the definitions given under this section unless expressly stated otherwise therein. Please note that some definitions may be amended within the relevant Service Agreement
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 Services, 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. Please note that some definitions may be amended within the relevant Service Agreement |
API | the application programming interface and its defined rules that enable different applications to communicate with each other and acts as an intermediary layer that processes data transfers between systems |
Applicable Law | means any legislation governing 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. The United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded |
Charges | fees and/or charges applicable to the Services and Add-Ons provided by VaultN |
Confidential Information | the written or oral information, including but not limited to details about a Party’s business, finances, technology, products, processes, employees, or partners, designated as confidential or reasonably understood to be so, whether provided by the Disclosing Party or acquired by the Receiving Party. However, Confidential Information does not include information that (a) was public prior to this agreement, (b) becomes public through no fault of the Receiving Party, (c) was already known by the Receiving Party without confidentiality obligations, or (d) is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information |
Connection | a different Account with which you connect and engage for various purposes using the Distribution Platform |
Connection Settings | the settings made available on the Distribution Platform where You may adjust the properties of Your engagement such as territory, Digital Inventory and whether any Charge will be paid by a Connection |
Content | the content over the VaultN Platform referred to in Section 3 |
Disclosing Party | the party who discloses the Confidential Information |
Distribution Platform | the Service offered by VaultN used to store and transfer Digital Inventory between You and your Connections |
Digital Inventory | the content or assets uploaded by You and Other Users to the VaultN Platform, including but not limited to Metadata, product information |
Insurance | the insurances provided by VaultN as an Add-On under the Distribution Platform which allows You to benefit from various insurance options provided by third party insurance providers |
Main User | the main user who will operate the Account on behalf of the Organization |
Matchmaking | the Add-On provided under the Distribution Platform which allows You to engage in relations with Connections over the Platform |
Media Platform | the Service offered by VaultN which allows You to perform marketing and promotional activities related to Your Digital Inventory and Connections (as made available through the Media Platform) |
Metadata | the information and data associated with the Digital Inventory, including but not limited to descriptive, organizational, or relational details provided or generated by You or Connections |
Organization | the legal person on whose behalf the Main User is authorized to receive the services offered by and perform the transactions over the Platform |
Other Users | the user accounts created on behalf of the Organization to let individuals access and manage its Account |
Product Information Platform | the Service offered by VaultN which allows You to insert and manage Metadata related to Your Digital Inventory |
Plan | the general or specifically generated schedule of Charges applicable to your access to the VaultN Platform and the selection of Services and Add-Ons, which will form the basis of your payment obligations |
VaultN Platform | the website as accessible via https://my.vaultn.com/, Services and Add-Ons, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto |
Price List | the price list where You can learn or determine the access to and prices for any Digital Inventory made available by You or Your Connection |
Product Catalog | the product information system including Digital Inventory and any Metadata related thereto that can be created over Product Information Platform |
Prohibited Activities | the list of activities specified in Section 9 |
Receiving Party | the party who receives the disclosed Confidential Information |
Restricted Markets | markets of the countries subject to Sanctions and that fall out of the scope of the Main Platform, Services and Add-Ons provided by VaultN |
Sanctions | sanctions administered or enforced by the United States of America (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the European Union, the Kingdom of the Netherlands, or any other governmental authority that has jurisdiction over 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 to the Agreement |
Service or Services | the following platforms available over VaultN Platform: Product Information Platform, Collection Platform, Distribution Platform, Analytics & Data Insights Platform and Media Platform |
Terms of Services | the terms governing the specific Platform of Your choosing |
Payment Service Provider | the external entity providing payment processing services related to the Collection Services to be provided under the Collection Terms of Service |
Sub-Vaults | one or multiple secondary Vaults which are tied to and controlled through Your Vault and as further defined in Section 7 |
Terms of Add-Ons | the specific terms outlining the rules of engagement for the specific Add-Ons of Your choosing |
Transaction Data | the records and information, as well as derivative information thereto, generated through the usage of VaultN Platform, Services and Add-Ons including but not limited to activities such as purchases, sales, distributions, billing, and payments |
Your Transaction Data | the part of the Transaction Data that is related to Your transactions over the VaultN Platform, Services or Add-Ons |
User | the real person which is You or the employee Your Organization authorized to manage the Account |
UI | the user interface provided by VaultN for accessing the VaultN Platform or the integrated Services |
Unsolicited Content | unsolicited feedback or ideas, including submissions around concepts, creative ideas, suggestions, stories, scripts or any other potential creative content. |
Vault | the digital vault in which the Digital Inventory can be stored and as further defined in Section 7 |
VaultN | VaultN B.V., a private company with limited liability incorporated in the Netherlands (KvK number: 80101704), having its address at Nieuwezijdse Voorburgwal 292, 1012 RT, 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. |
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 |
1. YOUR ACCOUNT
1.1. To use the VaultN Platform (including the Services and/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 and/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 in case the account is used by affiliated companies (e.g. 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 and/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 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 and/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 each Platforms and Add-Ons as outlined in the relevant Terms of Services 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 does only provide for a license (as described in article 4.2) and does not transfer and/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 (and/or the Add-Ons and/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 and/or terminate Your license in case 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 and/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 defined in these T&Cs; 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 vested 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 or third-party proprietary content. 3.12. 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 regarding this in 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 informing VaultN through the proper channels provided herein. The terms concerning limitation of liability, denial of access, and Account termination are further governed by Section 13 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, in Section 14 elapses in case 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. Once You create an Account You will be given an option to select from Services and Add-Ons offered over the Platform. After You choose the Services and Add-Ons You wish to purchase, You will be directed to the relevant Terms of Services and Terms of Add-Ons and You will be shown the relevant Charges. Once You accept the relevant Terms of Services and Terms of Add-Ons, the specified Charges will be reflected to Your Plan. 5.2. The Charges reflected on Your Plan will be billed at the end of each month, and payment is required to continue access to selected Services and Add-Ons. If payment is not made, access to unpaid Services and Add-Ons will be suspended until payment is completed. 5.3. Certain Services or Add-Ons may be selected to be paid by a Connection instead. In this case, Your continued use of such Services and Add-Ons will be based on the payments to be made by the said Connection. In case of non-payment by any Connection, You will be notified and will be allowed to make the relevant payment Yourself if You wish to continue to use the relevant Services and Add-Ons. 5.4. VaultN will – unless otherwise agreed - bill You at the beginning of each month for the services provided in the previous month. You are required to make payment within 15 days from the date of receiving the invoice. Should You have any disputes regarding the Charges of the preceding month, You are required to raise such dispute through proper channels under the Agreement within 15 days starting from the invoice date. Disputes will be reviewed by VaultN based on the records of VaultN and corrected or rejected as soon as practical. However, You will still be required to pay the Charges that are not subject to any dispute in due time. 5.5. In the event of late payment, VaultN will automatically charge a penalty on the overdue amount at a rate of 4% (four percent) above the European Central Bank base rate, which will also be reflected on Your Plan for the upcoming month. Different interest rates and different payment terms may be determined under the relevant Terms of Services or Terms of Add-Ons. 5.6. VaultN may offer different payment methods either directly or through Payment Service Providers. In case VaultN offers a payment method utilizing any Payment Service Provider, You will be required to accept the terms and conditions of such Payment Service 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. In case you are using Collection Platform, You hereby accept and declare that VaultN will instruct the collection of any Charges due and payable directly via the Collection Services. You hereby waive any rights or objections you may have regarding the collection of Charges from any amounts collected through the Collection Services.
6. YOUR REPRESENTATIONS, WARRANTIES & INDEMNIFICATION
6.1. By using the Vault 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 the Other Users perform over the Vault or any Sub-Vaults.;
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 fall 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 as soon as possible. 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 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 16. 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 entity, nor any director may be (i) subject to Sanctions, (ii) located in a Restricted Market, or (iii) a party that VaultN cannot deal with under Applicable Law. VaultN reserves the right to withhold access to VaultN Platform, Services and Add-Ons if it reasonably suspects You may be ineligible.
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. 8.2. Any breach of this Section may cause irreparable harm not compensable by money. Thus, the non-breaching Party can seek injunctive or equitable relief. The Disclosing Party may ask the Receiving Party to destroy or return Confidential Information and certify this. Information retained in routine backups or for legal compliance may only be held temporarily and must comply with the Agreement.
9. LIMITATION OF LIABILITY
9.1. 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 has provided a period of 30 (thirty) days to fulfil the obligation concerned. 9.2. The liability on the part of the VaultN is excluded for indirect loss and/or consequential loss such as: A. Lost profit; B. Lost savings; C. Reduced goodwill; D. Loss due to business interruption. 9.3. 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 months preceding the liability event if this last amount is lower. 9.4. 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 caused by intent and/or willful recklessness on the part of the liable Party; 9.5. For the avoidance of doubt, under no circumstances shall VaultN be responsible and/or liable for the fulfilment 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 14.
10. NOTICES, ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
10.1. In case of any change, modification to the Agreement, VaultN Platform, Services Or Add-Ons or suspension and discontinuance thereof or your Account, notices will be provided under the terms below: A. 90 Days Notices: If VaultN decides to suspend, change, or discontinue all or any part of VaultN Platform, Services Or Add-Ons and this decision doesn’t require “notice whenever practical,” VaultN will notify You at least 90 (ninety) days in advance. During this time, You can opt-out of Services or Add-Ons, or terminate these T&Cs. B. Advance Notices: For any planned or foreseeable changes that do not materially impact the VaultN Platform, Services Or Add-Ons, or existing terms thereof, VaultN shall provide a minimum of 30 (thirty) days advance notice. Such changes may include, without limitation, the introduction of new VaultN Platform, Services Or Add-Ons or minor amendments to the Agreement that do not substantially alter their effect. 10.2. Notice Whenever Practical: VaultN reserves the right to take immediate and unforeseen actions in cases of suspected fraud, Prohibited Activities, or legal obligations under the Applicable Law. While VaultN prioritizes providing advance notice whenever feasible, it will notify You of such actions as soon as practical. You acknowledge and accept that actions taken without prior notice will remain valid and enforceable. Any notice sent by VaultN will enter into force (i) on the date determined in the relevant advance notice or (ii) immediately in case of immediate action without prior notice. 10.3. All notices under the Agreement that will be made to You shall be deemed to have been made upon being sent to e-mail address you have provided in your Account credentials. 10.4. 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.
11. MISCELLANEOUS
11.1. The Agreement is governed by and interpreted as per the Applicable Law, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. VaultN B.V and Yourself both agree to submit to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands. 11.2. In the event of a force majeure where either party (You or VaultN) is unable to fulfill its obligations due to circumstances beyond their control—such as acts of terrorism, war, emergencies, natural disasters, or work stoppages—this non-performance will be excused during that time and will not be deemed a breach of the Agreement. Nevertheless, the affected party must take reasonable steps to mitigate the issue and should resume their obligations once the situation is resolved. 11.3. The Agreement constitutes the entire agreement and understanding between You and VaultN. 11.4. The failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision. 11.5. The Agreement operates to the fullest extent permissible by Applicable Law. 11.6. 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. 11.7. If any part of the Agreement is found unlawful or unenforceable, it will be removed without affecting the remainder of the Agreement. 11.8. The Agreement does not create a joint venture, partnership, employment, or agency relationship between You and VaultN. 11.9. You agree not to interpret the Agreement against VaultN for drafting them and waive any defenses related to their electronic form or lack of signatures.
12. CONTACT VAULTN
In order to resolve a complaint regarding the VaultN Platform, Services or Add-Ons exercise Your data subject rights or if You believe that Your intellectual property is infringed, please contact VaultN at:
Mail: VaultN B.V, Nieuwezijds Voorburgwal 292 IV Amsterdam 1012 RT Netherlands
E-mail: [email protected]
v1.21 as of 2025-07-14 / 1
VAULTN DISTRIBUTION PLATFORM TERMS OF SERVICE
V1.11 (Last updated: 2025-07-14)
These Terms of Service are an integral part and subject to terms of VaultN Terms and Conditions (“T&Cs”), Documentation (as defined under T&Cs) that may be published and amended from time to time by VaultN over Platform (as defined under the T&Cs).
Any term with capitalized initial letter that are not defined herein shall have their corresponding meaning determined under the T&Cs and Documentation.
In case of any conflict between the T&Cs and Documentation, these Terms of Services shall prevail.
You hereby agree to comply with and adhere to the T&Cs, the Documentation and these Terms of Services in order to benefit from the Distribution Platform Services hereunder.
Article 1 – Definitions
- Product Information Platform Terms of Service
- refers to the Terms of Service related to the Product Information Platform which will be concluded between You and VaultN for product catalog and Metadata management services.
- Collection Terms of Service
- refers to the Terms of Service related to the Collection Platform which will be concluded between You and VaultN for Collection Services.
- Distribution Services
- Refers to the services provided by VaultN under these Terms of Services that allows You to transfer, distribute and receive Digital Inventory to or from Connections, create, and manage your Vaults, distribution network and also issue and replicate restrictions of distribution rights and other terms.
- Distribution Terms
- refers to the distribution terms including the short form and the subsequent provisions thereof which are provided by VaultN as a template agreement to be concluded with you and the respective Connection.
- Publisher
- Refers to You or Your Connection who is a publisher or the owner of the rights to sell or distribute any Digital Inventory to Retailers.
- Retailer
- Refers to You or Your Connection who is a retailer, a distributor, a sub-retailer or a sub-distributor of Digital Inventory that is obtained from a Publisher where You or Your Connections sell and distribute such Digital Inventory to end-users.
- Insertion Fee
- Refers to the Charge applied for inserting a Digital Inventory.
- Transfer Fee
- Refers to the Charge applied for transferring a Digital Inventory.
- Extraction Fee
- Refers to the Charge to the Retailer applied for extracting a Digital Inventory
- Onboarding / Integration Fee
- Refers to a Charge applied for the setup of Your Vault.
- On-Demand Transfer Fee
- Refers to the Charge applied only to the Publisher for an Extraction of Digital Inventory by a Retailer and the connected transfer of the Inventory to the Retailer.
- Order
- Refers to an order, a keyless order, or a reservation placed by a Retailer for the authorization and fulfilment of a sale of Digital Inventory from a Publisher.
- Order Fee
- Refers to the Charge applied to an Order placed by a Retailer.
- Payment Confirmation
- Refers to a notification indicating that the fund transfer for the specific extraction or on-demand transfer has been initiated by the respective payment provider on behalf of You or Your Connection, in line with the terms of the Collection Platform.
Article 2 - Scope
The scope of these Terms of Services is the provision of the Distribution Services by VaultN to You through the Distribution Platform and the payment of the Charges set out under the Plan.
Article 3 - VaultN’s Role in Orders through the Platform
3.1. VaultN operates a Distribution Platform enabling Digital Inventory to be transferred between Publishers and Retailers, and if so configured to be sold between You and Your Connection. VaultN is acting as a technology Platform, marketplace and matchmaking facilitator, in a role strictly limited to, acting as an intermediary and providing a matchmaking facilitation and a platform where You engage with Your Connections for transactions. Any of those transactions require an Order being placed by You or your Connection in order to be processed. VaultN does not own, manage, or assume responsibility for the Digital Inventory exchanged or sold via the Distribution Platform. You are solely responsible for setting the prices of Your Digital Inventory and ensuring its availability to Your Connections. VaultN does not participate in the ownership, negotiation or the sale of the Digital Inventory. All responsibilities related to the pricing, quality, and compliance of the Digital Inventory, rest exclusively with You.
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 and Documentation, VaultN does not assume any responsibility or liability for the actions, products, or content of these or any other Connections. When You interact with a Connection, VaultN may share information related to those transactions with that Connection.
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, replicate and set out Your engagement with such Connections either over the Distribution Terms or other agreements to be concluded between You and Your Connections, and eventually complete transactions. Accordingly, the relationship formed at the conclusion of a sale is exclusively between You and the Connection involved in the transaction. VaultN is not a party to this contract, does not assume any liability arising from it, and does not act as an agent for either Publisher or the relevant Connection.
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.
Article 4 - Collection and Refund
4.1. In case You are a Publisher:
4.1.1. Provided that You and the relevant Retailer accept Collection Services under the Collection Platform Terms of Services, VaultN may initiate the collection process for the Digital Inventory sold. In this case, payments from the relevant Retailers will automatically be collected and then made available to You via the Collection Platform using Payment Service Providers. You may then withdraw the aggregated funds to Your designated bank account in accordance with the terms of the Collection Platform and the terms of the relevant Payment Service Providers which you will accept and comply with in order to use Collection Services.
4.1.2. After You receive Payment Confirmation, You are obligated to transfer the Digital Inventory for which VaultN has initiated the Collection Services through the Collection Platform with the relevant Retailer. You hereby agree that VaultN shall not 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, you shall not hold liable for any Digital Inventory that You have failed to transfer and deliver.
4.2. In case You are a Retailer:
4.2.1. Provided that You and the relevant Publishers accept Collection Services under the Collection Platform Terms of Services, payments for the Digital Inventory that You purchased from Publishers will be automatically collected and the funds will be forwarded to the relevant Publisher. In this case, payments to the relevant Publishers will automatically be collected and then made available to the Publishers via the Collection Platform using Payment Service Providers.
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 and/or as defined under the terms between the You and the Publisher. You hereby accept and undertake that VaultN shall not be liable for any issue related to the delivery or transfer of Digital Inventory and that the Publisher is the only addressee for any issues related thereto.
Article 5 – Charges by VaultN
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 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 (API) or Extraction (UI), 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 superior. 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 are related to the provision of the Distribution Services and in return for the Distribution Services. You will be required to pay Charges as reflected in your Plan.
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 Product Information Platform directly connected to the distribution of Digital Inventory using the Distribution Services, Product Information Services shall be provided to You without the requirement of paying any additional Charges for Product Information Services, unless otherwise specified in your Plan.
5.10. Article 5.9. does not apply to additional services provided under Product Information Platform and the details of additional Charges must be paid according to the Plan. Details of Product Information Services are provided under the Product Information Terms of Services.
v1.11 as of 2025-07-14 / 1
COLLECTION SERVICES TERMS OF SERVICE
V1.00 (Last updated: 2025-03-26)
These Terms of Service are an integral part and subject to terms of VaultN Terms and Conditions (“T&Cs”), Documentation (as defined under T&Cs) that may be published and amended from time to time by VaultN over Platform (as defined under the T&Cs).
Any term with capitalized initial letter that are not defined herein shall have their corresponding meaning determined under the T&Cs and Documentation.
In case of any conflict between the T&Cs and Documentation, these Terms of Services shall prevail.
You hereby agree to comply with and adhere to the T&Cs, the Documentation and these Terms of Services in order to benefit from the Distribution Platform Services hereunder.
Article 1 – Definitions
Term | Definition |
---|---|
Collection Terms of Services | refers to the Terms of Service related to the Collection Platform which will be concluded between You and VaultN for Collection Services. |
Collection Platform | Refers to the Platform where VaultN will provide the Collection Services. |
Collection Services | refers to the Service offered by VaultN’s that allows You to (i) collect of payments from Retailers from the Retailers or to process payments to the Publishers (ii) pay the Charges over Third Party Payment Service Providers. |
Transaction Data | refers to the records and information generated through the usage of VaultN Platform, including but not limited to activities such as purchases, sales, distributions, billing, and payments. VaultN retains all rights over Transaction Data as part of the Platform’s operational processes |
Publisher | Refers to You or Your Connection who is a publisher or the owner of the rights to sell or distribute any Digital Inventory to Retailers. |
Retailer | Refers to You or Your Connection who is a retailer, a distributor, a sub-retailer or a sub-distributor of Digital Inventory that is obtained from a Publisher where You or Your Connections sell and distribute such Digital Inventory to end-users. |
1. Scope and Use of the Service
1.1. The Collection Services is an optional Add-On in addition to the Services provided by VaultN upon the Your explicit request. 1.2. 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 relies on Payment Service Providers. 1.3. You agree to comply with all applicable laws, regulations, and policies of both VaultN and the Payment Service Provider. The Collection Services will not be provided to You unless you accept and comply with the terms of the Payment Service Providers. 1.4. You shall provide all necessary information and documentation required by VaultN and the Payment Service Provider to facilitate the Collection Service.
2. Authorization of VaultN
2.1. You hereby authorize VaultN in the following matters:
- To receive and transfer your instructions related to Collection Services and Charges to the Payment Service Provider;
- To automatically and initially collect any Charges due and owed to VaultN from any amounts that would be transferred to You due from Collection Services.
3. Fees and Commission
3.1. VaultN shall receive Charges as reflected in your Plan for the Collection Service, which will be deducted from the collected amounts before remitting the funds to the You or to Your Connections. VaultN shall not be liable for not being able to remit to You or to your Connections, in case You owe VaultN Charges and these are deducted from the collected amounts. 3.2. VaultN shall not be obligated to issue invoices related to the payments of the 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 it is Your responsibility to issue proper invoices to your Connections.
4. Refund Requests
4.1. Refund requests shall be subject to the terms of the relevant Publisher applicable to refunds. VaultN does not have any discretion or responsibility related to refund requests. Refund requests will only be carried out if the relevant Publisher accepts the refund request. 4.2. In case You, as a Retailer, request a refund for any reason and provided that such refund request is accepted by the relevant Publisher, You will receive a credit that You can use with that Publisher against future Collections, unless you specifically ask to be refunded. In case of a refund, You hereby agree that You may not receive the complete amount that was collected, but that eventual Charges applied by the respective Payment Service will be deducted from any such returns.
5. Licensing
5.1. VaultN does not hold, own, or possess any licenses for the Collection Services provided under these Terms. The Collection Service is facilitated exclusively through Payment Service Providers that are licensed to perform such financial transactions. 5.2. You acknowledge and agree that all payment processing are provided by third-party entities that are independently licensed and regulated. VaultN shall not be held liable for compliance or regulatory matters related to the licensing of the Payment Service Providers. 5.3. You agree that any issues or claims related to licensing, compliance, or regulatory matters must be directed solely to the Payment Service Providers, and not to VaultN.
6. Limitations of Liability
6.1. VaultN does not guarantee the successful collection of any payments from Retailers.VaultN’s obligation to remit payments to Publishers is strictly limited to the amounts successfully collected from Retailers, minus any Charges. 6.2. In the event that payments cannot be collected from Retailers, VaultN shall have no liability to You or Publishers for such amounts. 6.3. VaultN shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms.
7. No Liability for Third-party Actions
7.1. The Company shall not be responsible or liable for any actions, omissions, errors, delays, or failures of the Payment Service Provider. 7.2. All claims, disputes, or issues related to payment processing must be directed solely to the Payment Service Provider. 7.3. You agree to indemnify and hold harmless VaultN from any claims, losses, or damages arising out of or related to the actions or omissions of the Payment Service Provider
v1.00 as of 2025-03-26 / 1
PRODUCT INFORMATION TERMS OF SERVICE
V1.01 (Last updated: 2025-03-26)
These Terms of Service are an integral part and subject to terms of VaultN Terms and Conditions (“T&Cs”), Documentation (as defined under T&Cs) that may be published and amended from time to time by VaultN over Platform (as defined under the T&Cs).
Any term with capitalized initial letter that are not defined herein shall have their corresponding meaning determined under the T&Cs and Documentation.
In case of any conflict between the T&Cs and Documentation, these Terms of Services shall prevail.
You hereby agree to comply with and adhere to the T&Cs, the Documentation and these Terms of Services in order to benefit from the Distribution Platform Services hereunder.
Article 1 – Definitions
Term | Definition |
---|---|
Product Information Terms of Services | refers to the Terms of Services related to the Product Information Platform which will be concluded between You and VaultN for product catalog and Metadata management services. |
Product Information Platform | refers to the Platform where VaultN will provide the Product Information Services. |
Product Information Services | refers to the Service offered by VaultN’s that allows You to (i) create, manage, store and synchronize product details, assets and Metadata in relation to the Digital Inventory (ii) to create, edit, store and manage your Product Catalog |
Metadata | represents all information and data associated with the Digital Inventory, including but not limited to descriptive, organizational, or relational details provided or generated by the customers. Meta Data is entirely tied to the Digital Inventory and managed by the customers |
Externalization | refers to 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. |
Publisher | refers to You or Your Connection who is a publisher or the owner of the rights to sell or distribute any Digital Inventory to Retailers. |
Retailer | refers to You or Your Connection who is a retailer, a distributor, a sub-retailer or a sub-distributor of Digital Inventory that is obtained from a Publisher where You or Your Connections sell and distribute such Digital Inventory to end-users. |
Article 2 - Scope
The scope of these Terms of Services is the provision of the Product Information Services by VaultN to You through Product Information Platform and the payment of the Charges set out under the Plan.
Article 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 Platform and the provision of the Product Information Services are subject to the terms under the SLA. VaultN shall not be liable from scheduled, routine and extraordinary maintenances and downtime unless otherwise is 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.
Article 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 regards 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 case any claim of infringement is validated. You waive any right you may have related to the application of this Section 4.2, and You will 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 undertakes to indemnify VaultN against any such claims as further determined under the T&Cs.
Article 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 VaultN’s 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 Service, 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 over the Distribution Service and is not using public endpoints or performs Externalization.
5.4. The service of Externalization of data, including data export or making product information available to non-VaultN accounts (e.g., via RSS feeds or APIs), shall be subject to additional Charges which will also be reflected in the Plan.
v1.01 as of 2025-03-26 / 1
VAULTN SERVICE LEVEL AGREEMENT
V2.00 (Last Updated: 2025-03-07)
This Service Level Agreement ("SLA") documents the technical and service-level related terms with respect to the VaultN Platform, Services and Add-Ons for your Account, the maintenance of the VaultN Platform, Services and Add-Ons the support services to be provided with respect to the VaultN Platform, Services and Add-Ons and the agreed standards to which the maintenance and support will be provided.
This SLA forms an integral part of the T&Cs, Terms of Services, Terms of Add-Ons and Documentation.
Terms not defined herein shall refer to their meanings in the T&Cs, Documentation, Terms of Services and Terms of Add-Ons. In case of discrepancy between the terms in the T&Cs, Terms of Services and Terms of Add-Ons, Documentation and this SLA, this SLA shall prevail.
You hereby accept the terms of this SLA upon your acceptance of the T&Cs, Terms of Services and or Terms of Add-Ons.
Certain Service Level Indicators and/or Service Level Objectives hereunder may only be applicable for specific Services and Add-Ons. These will either be specified hereinafter or will be mentioned on the VaultN Platform.
Definitions
The followings terms define their corresponding meanings herein if they commence with capital letter within the text of this SLA. Any term not defined herein shall bear the meaning they are given under the T&Cs:
Term | Definition |
---|---|
“Account Type” | refers to one of the account types below:
|
“Availability (A)” | refers to the time period during which a specific functionality is available. Availability is calculated as detailed under article 2. |
“Availability Threshold (AT)” | Refers to the threshold of Availability as per Your Account Type |
“Business Day” | refers to a day on which the banks are operational, other than weekends, official holidays, and religious holidays applicable in the Netherlands. |
“Business Hours” | refers to the time period between 9:00 am an 5:00 pm CET (8:00 am to 4:00 pm UTC) during any Business Day. |
“Critical Severity” | the highest severity level of the Defects that render the Platform inoperable, including but not limited to server crash and high risk of server downtime. |
“Compensation” | the amount of compensation that You may be eligible under the compensation calculations herein, which will be used for future Charges. |
“Defect” | refers to any malfunction of the Platform that may or may not render the Platform inoperable, however, is required to be fixed for optimum operation of the Platform. |
“Downtime” | refers to the time period during which the VaultN systems are not accessible, except for the periods caused by Exceptions. |
“Exceptions” | refers to the exceptions determined under Article 5. |
“Important Severity” | the third level of severity of Defects that do not render the Platform inoperable, has no direct adverse impacts on the provision of Services and/or access to the Platform, however, has the potential to do so if left unattended. |
“KPI” | refers to as a key performance indicator. |
“Service Level Objectives (SLO)” | refers to the non-binding objectives for service levels, for which VaultN shall use reasonable resources. |
“Urgent Severity” | the second highest level of severity of Defects that do not render the Platform inoperable, however, has adverse impacts on the provision of Services and/or access to the Platform. |
“Resolution Time” | refers to the time period in Business Hours during which a Defect will be resolved. Resolution Time shall commence after the Response Time and shall vary based on the severity level as further explained under article 5. |
“Response Time” | refers to the time period in Business Hours during which a response will be provided to the relevant support request for a Defect. |
“Severity Level” | refers to the severity levels related to a Defect as categorized under article 5. |
“Short-Term Resolution” | refers to a hot fix, meaning the temporary solution of a Defect or a workaround aimed to re-establish Availability. |
“Long-Term Resolution” | refers to a permanent or longer-term solution that will require an adjustment of the Platform in order to ensure that no further Availability impacts shall arise from the Defect. |
KPIs AND METRICS
- Availability (A):
- Definition: Although not directly represented as a variable in the formula, it is the complement of Downtime. Downtime shall be reduced for the periods of unavailability due to Exceptions.
- Calculation: A = 1 – D
- Purpose: Availability is a core operational KPI that underpins the downtime fraction. High availability leads to lower downtime and thus lower or no compensation.
- Downtime Fraction (DF):
- Definition: The percentage (or proportion) of the total quarterly period during which the service was unavailable.
- Calculation: DF = Total Downtime (hours) / Total Available Hours in the Quarter
- Purpose: This KPI directly reflects the reliability and availability. A lower Downtime Fraction indicates higher quality and availability.
- Normalized Downtime Factor (NDF):
- Definition: The Normalized Downtime Factor (NDF) is a simple measurement that shows the Downtime fraction (DF) applicable to Your Availability Threshold. For Availability Treshold of 99%, when DF is exactly 1% (0.01), NDF = 0, and when DF is at 5% (0.5), NDF = 1. Any value in between scales linearly. This makes it easy to see at a glance how severe the Downtime is within that defined range.
- Calculation: NDF = (DF − 0.01)/0.05
- Purpose: By normalizing Downtime into a simple 0-to-1 factor, NDF provides a consistent basis for scaling compensation or other performance-based adjustments proportionally within the defined Downtime range.
- Average Monthly Charges (AMC):
- Definition: The average of the monthly Charges You actually paid to VaultN based on Your Plan during the quarter preceding the occurrence of the Defect.
- Calculation: AMC = (Total Charges paid during a quarter) / 3
- Purpose: This metric serves as the base value from which Compensation is calculated. The Compensation amounts are expressed as a fraction or percentage of these average charges.
- Compensation Tiers / Thresholds:
- Definition: Predefined Downtime thresholds (e.g., 1% or 5%) that trigger different compensation rates or caps.
- Purpose: These tiers create a structured, predictable, and enforceable relationship between service performance (downtime fraction) and the resulting compensation. They are not strictly performance indicators but serve as key reference points or milestones that determine different levels of financial responsibility.
- Maximum Compensation (MC):
- Definition: The maximum Compensation that You would be eligible under this SLA.
- Calculation: MC = 0.5 x AMC
SEVERITY LEVELS AND RESPONSE TIME BASED ON ACCOUNT TYPE
Severity Level | Account Type | Response Time (hours) | Resolution Time (after Response Time, hours) | |
---|---|---|---|---|
Response Time | Short-Term | Long-Term | ||
Critical Severity | Starter | 8 | 4 | 24 |
Pro | 4 | 4 | 16 | |
Enterprise | 2 | 4 | 8 | |
Urgent Severity | Starter | 16 | 8 | 48 |
Pro | 8 | 8 | 24 | |
Enterprise | 4 | 8 | 16 | |
Important Severity | Starter | 24 | 24 | 72 |
Pro | 16 | 24 | 48 | |
Enterprise | 8 | 24 | 24 | |
Other | – | 48 | Depending on development roadmap |
SERVICE LEVEL AND OBJECTIVES
4.1. Applicability by Account Type
Whether Service Level Objectives (SLO) or Service Level Agreement (SLA) provisions apply shall depend on the specific Account Type as defined under the applicable Plan. VaultN reserves the right to offer differentiated service levels and response times according to the designated Account Type as follows:
- SLO: Starter
- SLA: Premium, Enterprise
4.3. Distinction Between UI and API Access
Defects impacting only the User Interface (UI) and not the overall system availability will be classified at a lower severity unless such defects render the entire system inaccessible.
API-related defects with broader operational impacts or disruptions will be prioritized in alignment with the Severity Level.
4.4. Adjustments to Availability Thresholds
VaultN guarantees the following Availability Thresholds:
- Starter: SLO of 99%
- Premium: SLA of 99%
- Enterprise: SLA of 99.9%
Compensation for Downtime shall only apply if the Availability for the respective account level falls below these thresholds, calculated as per Article 3.
COMPENSATION CALCULATION
Any Compensation referred to hereunder shall be construed as compensation against future Charges. Nothing herein shall be understood as VaultN is obligated to make any actual payment for Compensation calculated under this Article.
For Services and Add-ons, Compensation shall only be applicable in case the Availability of such Service/Add-on is below the Availability Threshold. Compensation shall only be limited to the Services, or Add-ons that are affected by the Downtime and You will not be eligible for Compensation with regards to the Services and Add-Ons that reach Availability of at least 99%.
Other than the Exceptions, the following Compensation method shall be used for damages caused by inability to resolve any Defect after the relevant Resolution Times stated in Article 3 are elapsed.
Compensation Calculation:
Availability (A)* | Compensation Tier | Compensation |
---|---|---|
> AT | 1 | 0 |
AT > A >95% | 2 | (MC) x (NDF) |
< 95% | 3 | MC |
*: Calculated after the relevant Resolution Times are elapsed
Example calculation for Compensation:
- Assumed Availability and AMC
- A = 96% = 0.96
- AT = 99%
- AMC: $300
- Step 1: Determine Downtime Fraction (DF)
- DF =1−A=1−0.96=0.04
- Step 2: Compute NDF
- NDF = DF−0.01/0.05 = 0.6
- Step 3: Compute MC
- MC = 0.5 x AMC = $150
- Step 4: Identify the Compensation Tier
- Since Availability is 96%, the 2nd Compensation tier will be used.
- Step 5: Identify the Formula to be Used
- 2nd Compensation tier (for A=0.96) is:
- Compensation = MC x NDF
- 2nd Compensation tier (for A=0.96) is:
- Step 6: Compute the Compensation
- Compensation (for DF=0.04) = $150×0.6 = $90
- Result:
- For 96% Availability and an AMC of $300, the Compensation would be $90.
For the avoidance of doubt, no Compensation shall be due for an SLO.
EXCEPTIONS
The following are considered as Exceptions to the undertakings under this SLA:
- In case You have unpaid Charges due and invoiced;
- In case no Services, or Add-ons are activated in Your Account;
- Defects caused by use of third-party software, whether authorized or not;
- Defects caused by the hardware through which the VaultN Platform, Services and Add-Ons are accessed;
- Defects caused by the operating software installed on the hardware;
- Defects caused by incompatibility of the VaultN Platform, Services and Add-Ons with any hardware or software used by You , any Main User or any Other Users;
- Defects caused by Your default, which may be both physical and digital;
- Defects caused by actions or inactions by You, any Main User, Other Users, or Your employees, agents, contractors, or vendors, or anyone gaining access to the VaultN Platform, Services, or Add-ons by means of Your passwords or equipment that are not in accordance with T&Cs and Documentation;
- Defects caused by Force Majeure events;
- Defects caused by third-party service providers which are beyond the control of VaultN, such as electricity and remote server outages, if any;
- Defects caused by abuses or other behaviors that violate this SLA, T&Cs, Documentation, Terms of Services, Terms of Add-Ons and other relevant terms in force between the You and VaultN;
- Defects resulting from your continued use of the VaultN Platform, Services, and Add-Ons after VaultN has instructed you to change your usag, and you have not made those changes;
- Defects caused by Your enrolment to or use of beta, trial offers, early access programs, and/or demos (as determined by VaultN);
- Inability to access the VaultN Platform, Services, Add-Ons or the inability to reach the support channels herein that are caused due to your Account not being able to meet the minimum required security for accessing such (e.g. no Multi-Factor Authentication);
- Any Defects within environments other than the VaultN Platform, Services, or Add-ons such as the staging, testing, or sandbox environments; and
- Maintenance windows as defined in Article 6.
Please note that Exceptions provided above are causes for Downtime without any control or effect of VaultN, thus are not covered by this SLA. In case the VaultN Platform, Services, or Add-ons become inaccessible or unavailable due to the Exceptions provided above, no undertaking with respect to Availability shall apply during when such Exceptions continue to have adverse impact on the VaultN Platform, Services, or Add-ons.
The SLA does not apply to any: (a) features designated as alpha or beta (unless otherwise set forth in the associated Documentation), (b) features not clearly included in this SLA.
MAINTENANCE AND SUPPORT SERVICES
7.1. Maintenance
In order to ensure the smooth operation of the VaultN Platform, Services and Add-Ons VaultN shall perform routine and extraordinary maintenances on the VaultN Platform, Services and Add-Ons or a certain part thereof.
Routine maintenances are aimed to be performed once every two weeks. This is not an obligation, but an objective.
VaultN may also hold scheduled maintenances upon necessity. Again, this is not an obligation but an objective.
Routine and scheduled maintenance dates will be posted over the VaultN Platform at least 7 (seven) days prior to such maintenance.
VaultN may initialize extraordinary maintenance if it determines any Defects. Such maintenances and their expected duration will be notified to You as soon as practical.
7.2. Support Services
VaultN provides e-mail support, online form support, phone support and on-site support. In case any User of an Account experiences a Defect, the following communication methods should be used in order to address the issue.
7.2.1. E-mail, Online Form
The support requests to be made over the e-mail shall be made to the following address: [email protected]
The support requests to be made on the online form can be accessed through https://www.vaultn.com/contact/
7.2.2 On-site Support
In special circumstances where remote support is not sufficient to detect and solve the Defects, VaultN may provide on-site support to You, provided that the costs of such on-site support is covered by You separately. You shall fully cooperate and ensure the access of the representatives authorized by VaultN to all of Your facilities necessary to successfully complete the on-site support and remove the Defects.
7.3. Support Mechanisms by Account Type
Support services provided will depend on the specific Account Type as follows:
Starter Account: Email and Online Form support only
Premium Account: Email, Online Form, and Microsoft Teams Channel
Enterprise Account: All of the above, with priority routing and optional on-site support (at additional cost).
ACCESS AND PERFORMANCE MONITORING
VaultN Platform, Services and Add-Ons may be accessed via UI or API or both, as applicable.
VaultN shall implement all measurement and monitoring tools and procedures necessary to measure and monitor of the performance of the provision of the VaultN Platform, Services and Add-Ons against the applicable Service Levels. To this end, VaultN agrees to notify You with any issue which may likely affect the optimum provision, as either on the VaultN Platform or by sending a separate notification as e-mail, with the communication method being in the sole discretion of VaultN.
PERSONAL DATA PROTECTION LEGISLATION COMPLIANCE
VaultN does not collect or process any personal data pertaining to You, Your clients, employees, agents or other persons involved in your business transaction while using the VaultN Platform, Services and Add-Ons other than those you provide before using the Platform, for which proper documentation will be obtained from you.
You understand that you and/or VaultN may be obligated, under the applicable law, to report or notify relevant regulatory authorities (including but not limited to Dutch Authorities such as Autoriteit Persoonsgegevens and Rijksoverheid) in case it is determined that there is an issue related to personal data protection or compliance, including but not limited to breach of data. For this purpose, You hereby grant an irrevocable power of attorney in favor of VaultN as an exclusive legal authorization so that VaultN may report or notify the relevant regulatory authorities or perform such actions that may be necessary with respect to issues related to personal data protection or compliance on Your behalf.
VaultN shall be able to use this power of attorney given under this article immediately after You commence using the VaultN Platform.
MISCELLANEOUS
The Parties agree that laws of Netherlands shall apply to this SLA and that the jurisdiction for any conflict based hereupon shall finally fall in courts and enforcement offices in Amsterdam, Netherlands.
This SLA shall enter into force on the Effective Date and shall remain in force until the termination of the T&Cs.