Vaultody Terms and Conditions

1. Agreement

1.1 Parties to the agreement

These Terms and Conditions (the “Terms”) form a binding contract between Vaultody LTD, a company incorporated and existing under the laws of the Republic of Bulgaria, with company number UIC 207186381 and registered seat and address at “Doctor Yordan Yosifov” 1a, 3rd floor, 1700 Sofia, Bulgaria (“Vaultody”), and the customer that uses Vaultody’s software or services (“Customer”).

1.2 Related documents

By accepting these Terms, Customer also accepts and agrees to the following documents, which form integral parts of the agreement:

• the then-current Product Description that defines the ordered software and services; and
• the Data Security Policy.

1.3 Effective date

The legally binding agreement between Vaultody and Customer becomes effective on the date the Customer accepts these Terms (the “Effective Date”).

1.4 Application during Free Plan

These Terms apply and remain binding for as long as the Customer uses the Subscription Service under any Free Plan made available on www.vaultody.com.

1.5 Upgrading from the Free Plan

When Customer upgrades from a Free Plan to a paid subscription described in the Pricing section of the website, the Customer must provide valid payment card details. Paid subscription terms begin once Vaultody successfully processes the payment details and confirms activation.

1.6 Cardholder as Customer

From the moment valid card data is submitted, Vaultody treats the holder of the payment card as the contractual Customer under these Terms. All rights and obligations assigned to “Customer” in these Terms apply to that cardholder, unless the parties agree otherwise in writing.

1.7 Customized Order Forms

Vaultody and Customer may agree at any time to deviate from or supplement these Terms by signing a Customized Order Form. In the event of a conflict between a Customized Order Form and these Terms, the Customized Order Form will prevail for the specific ordered products and services.

2. Definitions

2.1 Confidential Information

“Confidential Information” means:

• Vaultody Core Technology, which is Confidential Information of Vaultody;
• Customer Data and Customer Technology, which are Confidential Information of Customer;
• any other information disclosed by one party to the other, in writing or orally, that is designated as confidential or proprietary at the time of disclosure, or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential; and
• the specific commercial and legal terms of these Terms, any Customized Order Form, Statement of Work, Service Level Agreement, or other written extension between the parties.

Confidential Information does not include information that:

• is or becomes publicly known without breach of these Terms by the receiving party;
• was lawfully in the receiving party’s possession without restriction before disclosure;
• is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or
• is rightfully received from a third party without confidentiality obligations.

2.2 Customer Data

“Customer Data” means all electronic data and content uploaded to or processed in the Subscription Service by or on behalf of Customer, including by Customer’s employees, agents, and contractors, but excluding Vaultody Core Technology.

2.3 Customer Technology

“Customer Technology” means any software, code, processes, business logic, templates, tools, or documentation created, owned, or licensed (other than from Vaultody) by Customer for use with the Subscription Service, excluding Vaultody Core Technology.

2.4 Documentation

“Documentation” means the official product documentation supplied by Vaultody describing the operation and use of the Subscription Service and Software, including technical specifications, API references, user guides, and release notes, as updated from time to time.

2.5 Product Description

“Product Description” means the description of the subscribed software products and services and their functionalities, either published on the Vaultody website or agreed in a Customized Order Form between the parties.

2.6 Professional Services

“Professional Services” means any non‑SaaS services provided by Vaultody, such as implementation, integration assistance, configuration, and training. These services are typically described in a Statement of Work (SOW) or Service Level Agreement (SLA).

2.7 Vaultody Core Technology

“Vaultody Core Technology” means:

• the Subscription Service, Software, Documentation, and Vaultody’s underlying technologies and methodologies (including designs, algorithms, templates, tools, architectures, libraries, and related materials) existing as of the Effective Date or developed outside any Professional Services engagement;
• all updates, upgrades, enhancements, configurations, extensions, and derivative works of the foregoing; and
• all intellectual property rights worldwide relating to any of the above.

2.8 Software

“Software” means any software components or tools that Vaultody provides for installation on Customer-managed systems solely to enable or optimize use of the Subscription Service. Software is licensed, not sold, even if ordering documentation uses commercial terms such as “purchase”.

2.9 Subscription Service

“Subscription Service” means the Vaultody software-as-a-service (SaaS) platform and associated products described in the Product Description, including any non-custodial wallet, treasury-management, or MPC-based services provided via Vaultody’s infrastructure.

2.10 Subscription Term

“Subscription Term” means the period during which Customer is authorized to use the Subscription Service, as set out in the Pricing section of the website or a Customized Order Form. Subscription Terms may be monthly, annual, or another agreed billing cycle.

3. Grant of Use Rights

3.1 Subscription Service access

Subject to these Terms and timely payment of applicable fees, Vaultody authorizes Customer to access and use the subscribed components of the Subscription Service during the Subscription Term, solely for Customer’s internal business purposes and in accordance with the Documentation and Product Description.

Customer must ensure its use does not exceed any quantitative or qualitative limits (such as users, environments, transactions, or volume limits) defined in the Product Description or Order Form.

3.2 Software license

Where Vaultody supplies Software, Vaultody grants Customer a limited, personal, worldwide, non‑exclusive, non‑transferable, non‑sublicensable license to install and run the Software on systems operated by or on behalf of Customer solely to access and use the Subscription Service as authorized under these Terms.

The Software may contain or be provided with components licensed under separate third‑party or open-source licenses. Those third‑party terms will govern such components where required.

3.3 Use restrictions

Customer shall not, and shall not permit any third party to:

• use the Subscription Service with external programs in any way that deliberately circumvents contractual usage limits or technical controls;
• license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise make the Subscription Service or Software available to third parties, except as expressly permitted in a Customized Order Form;
• access or use the Subscription Service for the purpose of building, operating, or assisting any product or service that competes with the Subscription Service;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of Vaultody Core Technology, except to the limited extent that applicable law permits such activity notwithstanding a contractual prohibition;
• modify, adapt, translate, create derivative works from, or copy any part of Vaultody Core Technology, except as expressly allowed in these Terms;
• remove, obscure, or alter any copyright notice, trademark, or other proprietary rights notice on or in Vaultody Core Technology;
• use the Subscription Service or Software to upload, create, transmit, display, perform, or otherwise process any content that infringes third‑party intellectual property or privacy rights;
• introduce malicious code (including viruses, worms, or trojans) or use the services to engage in denial‑of‑service attacks, unauthorized access, or other security breaches; or
• attempt to access, interfere with, or disable any Vaultody or third‑party data, software, or network other than Customer’s own authorized instance of the Subscription Service.

If Customer believes applicable law grants it a right to perform any prohibited activity (such as limited decompilation for interoperability), Customer must first give Vaultody at least thirty (30) days’ prior written notice (or the longest lesser period permitted by law) and reasonably cooperate so Vaultody can propose alternatives that protect its intellectual property and security interests.

4. Use Verification

Vaultody may remotely monitor or otherwise review Customer’s use of the Subscription Service to validate compliance with these Terms and any usage limits. On Vaultody’s reasonable written request, Customer shall assist with such verification, including by providing accurate information about actual usage.

If Vaultody determines that Customer’s use exceeds licensed or agreed limits, Vaultody will notify Customer. Within thirty (30) days after such notice, Customer must either:

• reduce usage to compliant levels; or
• purchase additional subscriptions matching the actual level of usage.

If Customer does not regain compliance or fails to pay for the required additional use within that period, Vaultody may suspend access to the Subscription Service or terminate the agreement for cause under Section 10, in addition to any other rights or remedies it may have.

5. Intellectual Property

5.1 Vaultody ownership

As between Vaultody and Customer, Vaultody exclusively owns all right, title, and interest in and to the Vaultody Core Technology, including all associated intellectual property rights. No rights are granted to Customer other than those expressly stated in these Terms or a Customized Order Form.

5.2 Customer ownership and license to Vaultody

As between Customer and Vaultody, Customer exclusively owns all right, title, and interest in and to Customer Data and Customer Technology, including all associated intellectual property rights.

Customer grants Vaultody a worldwide, royalty‑free, fully‑paid, non‑exclusive, transferable and sublicensable license to use, host, copy, process, and transmit Customer Data and Customer Technology during the Subscription Term solely as necessary to provide the Subscription Service and any Professional Services to Customer, and to maintain, secure, and improve the platform.

5.3 Feedback

Vaultody welcomes suggestions, ideas, and feedback from Customer regarding improvements or enhancements to the Vaultody platform or services (“Feedback”). To the fullest extent permitted by law, Customer grants Vaultody a perpetual, irrevocable, worldwide, royalty‑free, fully‑paid, transferable and sublicensable license to use, reproduce, commercialize, and otherwise exploit such Feedback without restriction or obligation, including by incorporating it into Vaultody Core Technology.

5.4 Marketing use of Customer name and logo

Customer agrees that Vaultody may use Customer’s name and logo free of charge for reasonable marketing and reference purposes, including display on Vaultody’s website, marketing collateral, social media, and presentations, unless and until Customer objects in writing. Any such use will respect Customer’s reasonable brand guidelines if provided.

6. Warranties

6.1 Limited Subscription Service warranty

Vaultody warrants that, during the applicable Subscription Term, Customer’s production instance of the Subscription Service will materially conform to the then-current Product Description.

To make a warranty claim for the Subscription Service, Customer must:

• reference this warranty section in writing; and
• submit a support request describing the non‑conformity in reasonable detail.

If the non‑conformity persists without remedy for more than thirty (30) days after Vaultody receives the written notice and a reasonable opportunity to resolve it, Customer may terminate the affected Subscription Service and request a refund of prepaid subscription fees covering the remaining portion of the Subscription Term for that service after the effective date of termination.

This warranty does not apply where the non‑conformity is caused by: (a) modifications, integrations, or configurations not performed or authorized in writing by Vaultody, or (b) use of the Subscription Service contrary to the Documentation or these Terms.

This Section 6.1 states Customer’s exclusive remedy and Vaultody’s sole liability for breach of the Subscription Service warranty.

6.2 Limited Professional Services warranty

Vaultody warrants that Professional Services will be performed in a competent and workmanlike manner consistent with generally accepted industry standards. Customer must notify Vaultody of any alleged breach of this warranty in writing within thirty (30) days after the relevant Professional Services are performed.

Upon valid notice, Vaultody will, at its option, either:

• re‑perform the affected Professional Services so they conform to this warranty; or
• terminate the affected Professional Services and refund the fees paid for those specific non‑conforming services.

This Section 6.2 states Customer’s exclusive remedy and Vaultody’s sole liability for any defect in Professional Services.

6.3 Disclaimer of warranties

Except for the express warranties set out in Sections 6.1 and 6.2, and to the maximum extent permitted by applicable law, the Subscription Service, Software, Documentation, and Professional Services are provided on an “as is” and “as available” basis.

Vaultody expressly disclaims all other warranties and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non‑infringement, quiet enjoyment, accuracy, or arising from course of dealing, usage, or trade practice.

Vaultody does not warrant that the services will meet all of Customer’s requirements, that they will be uninterrupted, error‑free, or immune from unauthorized access or attack. Customer acknowledges that it has not relied on any promises or representations not expressly set forth in these Terms.

7. Confidential Information

7.1 Confidentiality obligations

The receiving party agrees to protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own information of a similar nature, and in any case no less than reasonable care. The receiving party will use Confidential Information solely to exercise rights or perform obligations under these Terms.

Each party will restrict access to the other party’s Confidential Information to employees, contractors, and advisors who have a legitimate need to know it and who are bound by confidentiality obligations no less protective than those set out in this Section.

Confidentiality obligations survive for the duration of the agreement and for three (3) years after its termination, except for trade secrets, which may be protected for longer under applicable law.

On request or upon termination of these Terms, the receiving party will return or securely destroy all Confidential Information in its possession, or certify destruction, except as otherwise required by law or agreed for limited archival or compliance purposes.

7.2 Required disclosures

The receiving party may disclose Confidential Information if and to the extent required by a valid court order, law, regulation, or governmental request, provided that the receiving party:

• promptly notifies the disclosing party (to the extent legally permitted); and
• cooperates reasonably with the disclosing party’s efforts to seek protective measures or limit disclosure.

7.3 Equitable relief

Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm. The disclosing party will therefore be entitled, in addition to any other remedies, to seek injunctive or other equitable relief without the need to prove actual damages or post bond.

8. Indemnification

8.1 Vaultody indemnity

Vaultody will defend Customer and its officers, directors, and employees (“Customer Indemnitees”) against any third‑party claim, demand, or action (“Claim”) alleging that:

• Customer’s authorized use of the Subscription Service infringes a third party’s patent, copyright, or trademark, or misappropriates a third party’s trade secret; or
• Vaultody’s employees or contractors, while present on Customer’s premises, caused death, personal injury, or damage to tangible property through negligence or willful misconduct.

Vaultody will pay any court‑awarded damages or settlement amounts finally awarded to the third party to the extent arising from such Claim.

If a portion of the Subscription Service is found or likely to be infringing, Vaultody may:

• procure the right for Customer to continue using the Subscription Service;
• modify or replace the Subscription Service so that it is non‑infringing while materially preserving functionality; or
• if neither option is commercially reasonable, terminate the affected service on 60 days’ written notice and refund prepaid fees for the unused portion of the Subscription Term for that service.

Vaultody has no indemnity obligation for Claims resulting from:

• use of the Subscription Service beyond the scope permitted in these Terms or the Documentation;
• Customer Data or Customer Technology;
• use of the Subscription Service in violation of applicable law;
• continued use of the Subscription Service after receipt of a termination notice related to an infringement issue;
• modifications requested or made by Customer or third parties (other than Vaultody or its agents), where the unmodified service would not infringe; or
• use of the Subscription Service in combination with non‑Vaultody products or services, where the combination causes the alleged infringement.

8.2 Customer indemnity

Customer will defend Vaultody and its officers, directors, and employees (“Vaultody Indemnitees”) against any third‑party Claim alleging that:

• Customer Data;
• Customer Technology; or
• modifications to the Subscription Service made at Customer’s direction or on its behalf (where the unmodified service would not infringe)

infringe a third party’s patent, copyright, or trademark, misappropriate a trade secret, or violate any privacy or other personal right. Customer will pay any damages or settlement amounts awarded in connection with such Claims.

8.3 Indemnification process

The indemnifying party’s obligations in this Section 8 are conditioned on the indemnified party:

• promptly notifying the indemnifying party of the Claim in writing;
• granting the indemnifying party sole control of the defense and settlement (provided any settlement unconditionally releases the indemnified party); and
• providing reasonable cooperation at the indemnifying party’s expense.

This Section 8 sets out each party’s entire liability and the other party’s exclusive remedy for any third‑party intellectual property or similar Claims.

9. Limitations of Liability

9.1 Cap on liability

To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to these Terms, whether in contract, tort (including negligence), or otherwise, is limited to the total amounts paid by Customer to Vaultody for the products or services giving rise to the claim during the twelve (12) months immediately preceding the first event giving rise to liability.

This limitation does not apply to: (a) Customer’s obligation to pay fees and taxes; (b) either party’s indemnification obligations under Section 8; or (c) infringement or misappropriation by one party of the other party’s intellectual property rights.

9.2 Exclusion of certain damages

To the maximum extent permitted by law, neither party is liable to the other for any:

• loss of profits (direct or indirect);
• loss of revenue or loss of business opportunity;
• loss or corruption of data;
• cost of substitute goods or services; or
• indirect, incidental, special, exemplary, or consequential damages, including harm to reputation or goodwill.

These exclusions do not apply to third‑party payments required under Section 8 or to infringement of the other party’s intellectual property rights.

9.3 Gross negligence and willful misconduct

Nothing in these Terms is intended to exclude or limit liability where such exclusion or limitation is prohibited by applicable law, including liability arising from gross negligence or willful misconduct.

10. Term and Termination

10.1 Term of the agreement

The contractual relationship between Vaultody and Customer continues from the Effective Date until terminated in accordance with this Section 10.

Either party may terminate:

• the entire contractual relationship by written notice given within the last thirty (30) days of any Subscription Term; or
• immediately upon written notice if the other party becomes subject to bankruptcy, insolvency, liquidation, or similar proceedings in any jurisdiction.

Either party may also terminate any specific Subscription Service or Professional Service if the other party materially breaches these Terms or an applicable Customized Order Form and fails to cure the breach within thirty (30) days after written notice of such breach.

10.2 Renewal

Unless otherwise stated in a Customized Order Form, each Subscription Term will automatically renew for successive terms equal in length to the expiring term, at Vaultody’s then-current pricing, unless either party gives written notice of non‑renewal at least thirty (30) days before the end of the current term.

10.3 Monthly subscriptions

For monthly Subscription Terms, if Customer terminates during a given month, Customer acknowledges that fees remain due for the full following month and authorizes Vaultody to charge the applicable monthly fee at the start of that next month, unless a different arrangement is agreed in writing.

10.4 Effect of termination

Upon termination of a Subscription Service for any reason:

• Customer must immediately stop using the terminated Subscription Service and Software; and
• all related access rights and licenses granted to Customer under these Terms will cease.

If Customer terminates a Subscription Service due to Vaultody’s uncured material breach, Customer may request a refund of prepaid fees for the unused portion of the Subscription Term for that Subscription Service as of the effective termination date.

10.5 Survival

The following provisions survive termination of these Terms: Section 3.3 (Restrictions), Section 5 (Intellectual Property), Section 7 (Confidential Information), Section 8 (Indemnification), Section 9 (Limitations of Liability), Section 10.4–10.5 (Effect of termination and Survival), and Section 11 (General Provisions), together with any other sections that by their nature should reasonably survive.

11. General Provisions

11.1 Assignment

Neither party may assign or transfer its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party. Any attempted assignment without such consent will be void, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms.

11.2 Notices

Unless these Terms specify a different form, all notices under these Terms must be in writing and will be deemed given when sent by email to the designated contact email addresses:

• for Customer: the email address provided during registration or later updated in writing; and
• for Vaultody: the contact address published from time to time on Vaultody’s corporate website.

11.3 Force majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) if such delay or failure results from events beyond its reasonable control, including but not limited to strikes, labor disputes, natural disasters, war, terrorism, civil unrest, government actions, failures of power or communication networks, or other force majeure events. The affected party will use commercially reasonable efforts to mitigate the effects of such events.

11.4 Use of aggregated data

Customer agrees that Vaultody may compile, use, and disclose aggregated or anonymized data derived from use of the Subscription Service for analytics, benchmarking, industry reports, service improvement, and other legitimate business purposes, provided that such data does not identify Customer or individual users.

11.5 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf.

11.6 Governing law and jurisdiction

These Terms and any dispute arising out of or related to them are governed by the laws of Bulgaria, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The parties submit to the exclusive jurisdiction of the courts of Sofia, Bulgaria, for all disputes arising out of or related to these Terms.

11.7 Language and interpretation

The parties have expressly requested that these Terms and all related documents be drafted in English. Section headings are provided for convenience only and do not affect interpretation. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.