Terms

Terms and Conditions

Version 1.0 – Last Updated: August 4, 2025

These Terms and Conditions (these "Terms") are entered into between VaultLayer, Corp., a corporation organized under the laws of Delaware, USA ("VaultLayer," "we," or "us"), and each user of VaultLayer's services ("User," "you," or "your").

These Terms, together with any documents incorporated by reference, govern your access to and use of VaultLayer’s software platform. This includes our non-custodial smart vault system ("Smart Vaults"), our autonomous agent software ("Agent"), and all related websites, applications, APIs, open-source code, documentation, and user interfaces (collectively, the "Services").

By accessing or using any of our Services (including any updates or new features), or by minting, receiving, or using a Smart Vault non-fungible token ("Smart Vault NFT"), you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must immediately cease using the Services and (if applicable) refrain from creating or accepting any Smart Vault NFT.

We reserve the right to modify or update these Terms at any time in our sole discretion. If we make changes, we will update the "Last updated" date above and may provide notice via our website or other communication channels. Your continued use of the Services after any update constitutes your acceptance of the revised Terms.

Please note that when you use third-party services or content through our platform – for example, connecting a third-party cryptocurrency wallet or interacting with decentralized finance ("DeFi") protocols – additional terms from those third parties may apply. Such third-party terms are separate from these Terms, and VaultLayer is not responsible for any third-party services, content, or their compliance with law.

No Guarantee of Information: The information provided through our Services (including any data on yields, rankings, or analytics displayed by the Agent or on our interface) is for general informational purposes only. We do not guarantee the accuracy, completeness, or usefulness of any such information, and we disclaim all liability arising from any reliance on it. You should verify any important information independently.

1. Eligibility and Restricted Jurisdictions

By using the Services, you represent and warrant that you meet all the following eligibility criteria:

Legal Capacity: You are at least the age of majority in your jurisdiction (e.g., 18 years old in most cases) and have the full right, power, and authority to accept these Terms and to enter into a binding agreement with VaultLayer.

Compliance with Laws: Your use of the Services is not prohibited or in violation of any laws or regulations applicable to you. You will not access or use the Services if the laws of your country of residence or citizenship bar you from doing so in accordance with these Terms.

Sanctions Compliance: You are not (i) located in, under the control of, or a citizen or resident of any country or territory that is currently subject to comprehensive economic sanctions imposed by the United States (including, for example, Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine, among others); and (ii) you are not identified on any list of prohibited or restricted parties issued by the U.S. government or other applicable governmental authorities (such as the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List (SDN List), the U.S. Commerce Department’s Denied Persons List, Entity List, or similar sanctions lists). You also will not use our Services for the benefit of any person or entity sanctioned or prohibited under such regimes.

No Personal Sanctions: You are not individually subject to sanctions or asset freeze orders issued by the United Nations, United States, European Union, or any other jurisdiction relevant to your use of the Services.

Personal Use: You will only use the Services for your own personal use or internal business use (for example, managing your own assets). You will not use the Services on behalf of or for the benefit of any third party, unless you are authorized to do so by VaultLayer in writing. (Using the platform to provide unauthorized investment services to others is not permitted.)

Non-Competition and Proper Intent: You are not accessing the Services in order to conduct competitive research or to develop a competing product, and you will not misuse any part of the Services for malicious purposes such as exploiting security vulnerabilities, scraping data improperly, or any activities that could harm VaultLayer or other users.

VaultLayer may, in its sole discretion, refuse access to the Services (including by blocking connections from certain jurisdictions or IP ranges) if we determine that your use would violate these Terms or expose us or others to legal liability. We also reserve the right to terminate or suspend any use of the Services that appears to violate the above eligibility requirements or other provisions of these Terms (see Section 9 on Termination).

1. Agent Software

2.1 Overview

The VaultLayer Agent (including the "VaulterBTC AI Agent" and any similar autonomous agents we develop) is off-chain software that enables you to automate the execution of certain crypto-asset management strategies ("Strategies") using your Smart Vault. By defining your Strategy parameters and permissions via our interface, you delegate to the Agent the ability to monitor specified conditions and instruct your Smart Vault to perform transactions on supported DeFi protocols when those conditions are met.

In simpler terms, the Agent acts as a personal automation tool: it observes the markets and your predefined triggers (such as time-based triggers or price thresholds) and, if conditions align, it prepares transactions for your approval. These transactions might include actions like claiming staking rewards, swapping one asset for another, providing liquidity, or other DeFi interactions that align with the Strategies you selected.

2.2 How the Agent Works and Limitations

The Agent operates by generating data and standardized transaction instructions based on the Strategy logic you select. For example, if your Strategy is to harvest yield daily from a particular protocol, the Agent will, at the set time, fetch relevant data (like current yields, rewards available, or prices) and then craft a transaction (or a "sign request") for your Smart Vault to execute that yield-harvesting action. These instructions are sent to your Smart Vault, which will only execute them if they conform to the permissions and policies you have put in place (see Section 3.1 on Smart Vault policies).

By using the Agent, you understand and accept that:

User-Defined Parameters: The performance and behavior of the Agent are directly determined by the settings you configure. You choose which Strategies to run, set the parameters or prompts, and enable or disable specific DeFi protocols that the Agent is allowed to interact with. VaultLayer provides the infrastructure and some strategy templates or suggestions, but you are in control of the choices. The consequences (positive or negative) of those choices are your responsibility.

No VaultLayer Control of Transactions: VaultLayer does not execute transactions on your behalf. The Agent generates transaction instructions, but those transactions are executed by your Smart Vault on the blockchain, under your control. VaultLayer never takes custody of your assets and cannot force any transaction to occur without your approval. All Agent-initiated actions require the cryptographic signature of your Smart Vault’s key, which is only possible because you (the Smart Vault owner) have granted the Agent permission. In essence, you are always the one "pulling the trigger," even if that trigger is automated – VaultLayer merely provides the technological infrastructure and provides the blueprint.

No Guarantee of Outcome: VaultLayer makes no representations or warranties that any Strategy or transaction suggested by the Agent will achieve any particular outcome or goal. We do not guarantee profits, yield, or any particular performance. For example, if the Agent suggests reallocating funds to Protocol X because it has a higher advertised yield at the moment, that yield could change or the strategy could underperform (or even lose money) due to market conditions or protocol risks. All data, signals, or suggestions provided by the Agent are for you to consider at your own risk.

Data and Rankings: From time to time, the Agent or the VaultLayer interface may display rankings of DeFi protocols, interest rates, yields, or other metrics intended to inform your strategy. Any such information is provided on an "as is" basis and for convenience. VaultLayer does not warrant that this information is accurate, up-to-date, or suitable for your needs. It also does not constitute investment advice or an endorsement of any particular protocol (see Section 15.1). You should perform your own research or consult professionals before making decisions based on such information.

Agent Updates and Evolution: The Agent software may be updated or improved over time. VaultLayer may add, modify, or remove features or Strategies available through the Agent. We will endeavor to notify Users of significant changes (for example, if a type of Strategy is being deprecated or a new risk is identified), but we reserve the right to make changes in the Agent’s functionality at any time. You are free to stop using the Agent if you do not agree with any changes. Continued use of the Agent after updates signifies your acceptance of any modified behavior or features.

1. Smart Vaults

3.1 Overview

A "Smart Vault" in the VaultLayer platform is a programmable, non-custodial crypto vault implemented via smart contracts and represented by a unique non-fungible token (the Smart Vault NFT). When you create a Smart Vault (for example, when launching an Agent for the first time through our interface), a smart contract is deployed to the blockchain and a corresponding Smart Vault NFT is minted to your own wallet address. This NFT is not just a collectible – it is a representation of ownership and control over the vault. Whoever holds the Smart Vault NFT has the authority to operate the vault and the assets inside it.

Each Smart Vault comes with an associated cryptographic key pair (often facilitated by third-party decentralized key management networks, such as the Lit Protocol). This key pair allows the Smart Vault to sign and execute transactions on multiple blockchains (for example, it can have an Ethereum address for DeFi interactions on EVM chains, and also derive a Bitcoin address for L1 BTC functions). Importantly, the private key for the Smart Vault is never directly exposed to VaultLayer or even to you in plain form – it is managed in a decentralized manner (e.g., split among network nodes) to enhance security. Your ownership of the Smart Vault NFT is what grants you the ability to command that key to sign transactions.

Key characteristics of Smart Vaults include:

User Ownership & Control: The Smart Vault NFT in your wallet is the sole credential of control. VaultLayer cannot move or use your Smart Vault or the assets it contains without possession of your NFT and your wallet’s private keys. Only you (or someone you transfer the NFT to) can authorize the Smart Vault to act. You can freely transfer or sell your Smart Vault NFT to another party if you wish, but by doing so you will be giving that party control over the vault and its contents, and these Terms will then apply to the new owner of the Smart Vault when they use our Services with it. (By accepting a transfer of a Smart Vault NFT, a new owner is deemed to consent to these Terms, as noted above.)

Non-Custodial Design: VaultLayer is not a bank or custodian. We do not take possession of your cryptocurrency or digital assets at any point. When your Smart Vault holds Bitcoin or tokens, those assets are held in addresses controlled by the Smart Vault’s own key – which, as explained, is under your control via the NFT. We never have the ability to withdraw, transfer, or sequester your funds. All transactions you do (whether manually or via the Agent) are broadcast to and settled on public blockchain networks directly from your Smart Vault to the relevant protocol or recipient. VaultLayer simply provides the software that interfaces with those networks.

Enforced Policies & Permissions: Smart Vaults are programmable with on-chain rules. This means you can (and, in order to use the Agent, you must) set certain permission policies that govern what your Smart Vault is allowed to do. For example, you might allow your vault to execute a specific set of smart contract calls (such as staking in a particular contract, swapping on a particular decentralized exchange, etc.), up to certain value limits, and only when triggered by the authorized Agent. These policies are encoded in smart contracts and cannot be overridden by VaultLayer or even by the Agent – they act as a built-in safety check. If an Agent instruction falls outside the allowed policy (e.g., trying to use an unauthorized protocol), the Smart Vault will simply refuse to execute it. You retain the ability to adjust or revoke these permissions at any time by interacting with the policy contracts (typically via our interface or directly on-chain).

In summary, a Smart Vault is your personal DeFi vault: a combination of a blockchain wallet (controlled by an NFT) and a set of smart contract “rules of engagement” that ensure any automated actions stay within the bounds you’ve set. This structure provides you with the benefits of automation and flexibility, without surrendering custody of your assets or unchecked power to a third party.

3.2 Smart Vaults and Third-Party Protocols

Your Smart Vault is intended to interact with third-party DeFi protocols (such as staking platforms, decentralized exchanges, lending pools, etc.) based on the Strategies you choose. It’s important to understand that these protocols are independent third-party services and are not operated by VaultLayer. When your Smart Vault engages with a protocol – for example, depositing Bitcoin into a staking contract on a particular blockchain or swapping tokens via a DEX – the interaction is solely between your Smart Vault and that protocol’s smart contracts.

Accordingly:

Direct Interactions: Any transaction that your Smart Vault executes is a direct interaction between you (via your Smart Vault) and the blockchain. VaultLayer is not a counterparty to these transactions. For example, if your Smart Vault lends assets on Compound or swaps on Uniswap, VaultLayer is not the lender or the swap counterparty; those are handled by the protocol and other protocol users. VaultLayer’s role is limited to providing the tools that facilitated your instruction to do so.

No Endorsement or Control: VaultLayer does not endorse, guarantee, or control any third-party DeFi protocol that your Smart Vault might use. We do not make any warranty that any protocol is safe, secure, or will perform as expected. Each protocol comes with its own risks (for example, smart contract vulnerabilities, liquidity risks, governance changes, or even potential scams). You must do your own due diligence on any protocols you allow your Smart Vault to interact with. If a protocol fails or if there is an exploit in a protocol’s code, you could lose assets, and VaultLayer will not be responsible for those losses.

No Agency in Assets: When your Smart Vault moves assets into or out of a third-party protocol, VaultLayer is not touching those assets. For instance, if the Agent prompts your Smart Vault to deposit 1 ETH into a lending pool, that 1 ETH goes from your Smart Vault’s address to the protocol’s smart contract. VaultLayer is not intermediate – we don't take a fee out of that ETH on the way, we don't hold it in custody, nothing. Thus, we cannot return or reclaim assets for you that are lost in a protocol or stuck due to a protocol's issues.

Third-Party Terms: Your use of any third-party protocol is subject to that protocol’s own terms and conditions (or community governance rules, if any), separate from VaultLayer’s Terms. Some protocols might have fees, lock-up periods, or other conditions. VaultLayer’s interface might simplify interacting with them, but it does not exempt you from those protocols’ rules. Make sure you understand any such terms; if you violate them, that is solely your responsibility. VaultLayer will not be liable for any consequences of your interactions with third-party platforms.

By using the Services, you acknowledge that VaultLayer is not responsible for, and cannot be held liable for, the availability, security, functionality, legality, or any other aspects of third-party DeFi protocols. All risk of using such protocols via your Smart Vault is borne by you. If you are not comfortable with those risks, you should not permit your Smart Vault to interact with them.

1. Use of the Services

4.1 Right to Use and License

Subject to your compliance with these Terms, VaultLayer grants you a personal, limited, non-exclusive, non-transferable, and revocable license to access and use the Services. This license is provided solely for the purpose of enabling you to utilize VaultLayer's platform as intended – specifically, to create or obtain a Smart Vault and to use the Agent and related tools to manage your own digital assets according to the features of our platform (the "Designated Purpose").

No rights or licenses are granted to you by implication or otherwise except for the limited rights expressly granted above. We reserve all rights in and to the Services not expressly granted to you under these Terms. This means, for example, that we remain the owner of all intellectual property and proprietary rights in the platform, and only give you permission to use it in accordance with these Terms.

4.2 Permitted Use and Conduct Restrictions

You agree to use the Services only for the Designated Purpose and in a manner consistent with all applicable laws and regulations. You further agree that you will NOT engage in any of the following activities:

Illegal Activities: You will not use the Services to violate any law, rule, or regulation. This includes (but is not limited to) refraining from using the Services to launder money, finance terrorism or other illegal activities, engage in fraud, or evade taxes or sanctions. You also agree not to use the Services if you are seeking to perform or facilitate any transaction that would be illegal in your or our jurisdiction (for example, gambling operations where not permitted, or trading in securities if you lack the proper authorization).

Unauthorized Third-Party Use: You will not use the Services on behalf of any third party unless expressly permitted. For example, you should not pool assets from others into your Smart Vault or run an investment scheme using the VaultLayer platform without appropriate regulatory clearance and permission from VaultLayer. The Services are intended for you to manage your own assets. If you choose to give someone else access to your Smart Vault or run strategies for others, you do so at your own risk and potentially in violation of these Terms.

Interference and Technical Misuse: You will not attempt to interfere with the normal operation of the Services or circumvent any security or access controls. This means you will not try to hack, disrupt, disable, overburden, or otherwise impair the platform (e.g., by transmitting worms, viruses, spyware, malware or any other code of a destructive or disruptive nature). You also agree not to use any unauthorized automated means (such as bots, scrapers, or scripts) to access the Services, extract data, or otherwise interact with the platform beyond the extent of what a normal human user could do using our published interfaces. (Note: Using our official API or SDKs according to their guidelines is permitted; what’s not allowed is attacking our systems or abusing them outside of intended use.)

Prohibited Content: You will not input, upload, or transmit any content through the Services that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable. This platform is primarily for financial transactions, but if at any point you provide information (like setting a username, or communicating on a forum we host), you must adhere to basic standards of civility and legality.

Avoiding Security Measures: You will not attempt to bypass any measures we have put in place to secure the Services or protect our users. This includes not only technical measures (like encryption or authentication) but also usage policies (like these Terms). For example, you should not create multiple accounts or Smart Vaults for the purpose of abusing promotions or referrals, nor engage in activities like Sybil attacks in any governance or community processes related to VaultLayer.

No Improper Exploitation: You agree not to exploit the Services in any unauthorized way. This includes refraining from any activities that could constitute improper use of any open-source components or the overall platform, such as using our code or interfaces to create competing services in a manner that infringes our rights, or performing any actions that could unfairly burden our infrastructure (e.g., excessive API calls outside normal usage patterns).

Violation of any of the above may result in immediate suspension or termination of your access to the Services (see Section 9) and could expose you to legal liabilities.

4.3 Fees and Credits

VaultLayer’s business model is primarily based on service fees rather than taking any portion of users’ assets or profits. By using the Services, you agree to pay any applicable fees, which may include the following:

Vault Creation/Transfer Fee: We may charge a small one-time fee when a Smart Vault is created or when a Smart Vault NFT is transferred to a new owner using our interface. For example, creating a new Smart Vault might incur a fee of approximately $1 (payable in a supported cryptocurrency or stablecoin). If such a fee applies, it will be clearly disclosed at the time of creation or transfer. This fee covers the deployment of the Smart Vault smart contracts and related infrastructure usage. (VaultLayer may waive or adjust this fee during promotions or in certain phases of our rollout; any changes will be reflected in the interface.)

Agent Execution Credits: The Agent’s automation operations require the expenditure of "execution credits." You must pre-fund or maintain a balance of these credits to power your Agent. Each time the Agent performs an action on your behalf (e.g., checks conditions, executes a transaction through your Smart Vault), a certain number of credits are consumed. The number of credits consumed may depend on the complexity of the action (for instance, a simple on-chain swap might consume fewer credits than a multi-step strategy involving several protocols). Details of the credit pricing and consumption rates will be provided in our documentation or interface. You can purchase execution credits via methods we support (such as paying in fiat currency via credit card, in cryptocurrency, or using a VaultLayer-specific token like $VLT if and when introduced). It is your responsibility to monitor your credit balance and top up as needed; if your credits run out, the Agent will cease executing further actions until more credits are added.

Subscription or Service Fees (if any): At present, VaultLayer does not charge a recurring subscription fee for general use of the platform, but if we ever introduce premium features or subscription plans, any such fees and terms will be communicated and would likely be optional.

No Performance Fees: Importantly, VaultLayer does not take any performance or success fees. We do not charge a percentage of your profits or assets under management. Whether your Strategies perform well or poorly, the fees you pay to VaultLayer remain the same (usage-based). This model is intentionally designed to clarify that VaultLayer is a software provider, not an investment manager. We earn revenue similar to a SaaS (Software-as-a-Service) platform – by providing tools, not by sharing in your investment returns.

All fees are generally non-refundable. Once a fee or credit is consumed by performing a service (e.g., once a Smart Vault is deployed or an Agent action is executed), you will not be able to recover that fee or credit, even if the underlying transaction or strategy does not yield the desired outcome. For instance, if the Agent uses credits to execute a trade that ends up being unprofitable, VaultLayer will not refund the credits or any fees, since they were spent to perform the service as requested.

We reserve the right to adjust our fees and credit system from time to time. Fee changes or credit price changes will not be applied retroactively (we won’t charge you extra for past actions), but new rates will apply to future actions. We will endeavor to announce any significant changes to our fee structure via our website or user interface notifications.

In addition to VaultLayer’s own fees, please be aware of third-party costs associated with using the Services:

Blockchain Network Fees: Every transaction your Smart Vault executes on-chain will incur network transaction fees (often called "gas fees" on Ethereum and similar networks, or miner fees on Bitcoin). These fees are paid to the network validators/miners, not to VaultLayer, and are beyond our control. Gas fees fluctuate with network demand. When the Agent triggers a transaction from your Smart Vault, our interface may estimate the gas fee, but the actual cost is determined by the network at execution. You are responsible for ensuring your Smart Vault (or connected wallet, depending on implementation) has enough native cryptocurrency (e.g., ETH for Ethereum transactions, BTC for Bitcoin transactions) to cover these fees. If not, transactions may fail. VaultLayer is not responsible for failed transactions due to insufficient gas or changes in gas prices.

Protocol Fees: Some DeFi protocols have their own fees. For example, a decentralized exchange may charge a swap fee (usually built into the price execution), a lending platform may have withdrawal fees, or a bridge might have a fee for transferring assets between chains. These fees are determined by the protocol and are also outside of VaultLayer’s control. They will typically be deducted automatically during the transaction by the protocol. You should familiarize yourself with any such fees by reading the protocol’s documentation. VaultLayer’s Agent may or may not explicitly warn about these fees, so again, doing your own research is important.

Taxes: Although not a fee to use the Service per se, we note here that your activities (like earning yield or making profitable trades) may have tax implications. VaultLayer does not withhold any taxes on your behalf. See Section 15.2 for more on taxes.

4.4 Prohibited Activities and Platform Integrity

To preserve the integrity and security of the Services, you further agree not to:

Resell or Unauthorized Access: You will not resell our Services or grant unauthorized access to others. This means you should not create an interface or API wrapper that others use to access our Services without permission, nor can you rent, lease, or otherwise transfer your right to use the platform to someone else (except transferring a Smart Vault NFT, which simply makes the other person a new user subject to these Terms). You also will not attempt to create multiple accounts to bypass any limits or filter we have put in place.

Copy or Derive Source Code: Except to the extent that such restriction is prohibited by law, you will not copy, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of any proprietary component of the Services. VaultLayer’s software (except those parts explicitly released as open-source) embodies trade secrets and intellectual property that we need to protect. If the law where you are grants you the right to decompile software for interoperability purposes, you must first request the necessary info from us and only decompile what’s needed for interoperability (and nothing else). For open-source components, you must adhere to the open-source license terms, and those components may be used or forked under those licenses, but do not use our trademarks or confuse others into thinking your fork is an official VaultLayer product.

Remove Notices or Branding: You will not remove, obscure, or alter any legal notices, disclaimers, trademarks, or branding that is displayed in the Services or in any materials from VaultLayer. This includes not removing watermarks, not editing out our logo from interface screenshots you share (unless we provide a specific permission or asset for press use), and not changing open-source code to impersonate VaultLayer official services.

Impersonation and Misrepresentation: You must not falsely represent yourself as affiliated with VaultLayer. For instance, you shouldn’t name a project or product in a way that suggests VaultLayer endorsement or partnership when there is none. Also, if we have any identity verification steps (though currently, we generally do not require KYC for basic use), you must provide truthful information.

Security Testing: While we appreciate community contributions to security (and may have a bug bounty program), you should not engage in unauthorized penetration testing or security scanning of our systems, especially if such actions could disrupt our Services or compromise user data. If you believe you have found a security issue, please report it to us responsibly. Non-malicious, good-faith attempts to penetrate our security as part of an organized bug bounty or with permission likely won’t be considered a breach of this section; however, malicious or undisclosed testing that harms our Services or users will be taken seriously and could involve legal action.

Violating any provisions of this Section 4.4 may result in immediate termination of the limited license granted under 4.1 and could subject you to legal consequences. VaultLayer reserves the right to seek remedies for any harm caused by your prohibited conduct.

1. Updates, Upgrades, and Service Changes

VaultLayer is continually improving its platform, and as such:

Platform Updates: We may from time to time develop and deploy patches, bug fixes, updates, upgrades, and other modifications to the Services (collectively, "Updates"). These Updates are generally intended to improve, enhance, and further develop the Services (which may include adding new functionality or removing obsolete features). Updates may be applied automatically, and depending on the nature of the Update, you might not even notice a change (for instance, a behind-the-scenes server patch). In other cases, we might notify you or require your action – for example, if a new version of the VaultLayer mobile app is released, you may need to download the update to continue using the Services, or if a smart contract upgrade is necessary for security reasons, you may be prompted to "migrate" your Smart Vault to a new version.

User Consent for Major Changes: If an Update includes material changes that could impact your use of the Services (for example, changing the way a Strategy works, or altering permission scopes for the Agent), we will strive to inform you through appropriate channels (such as an in-app notification or email, if we have your contact). In some cases, we might ask for your explicit consent. For instance, if we release a new version of the Agent logic that changes how decisions are made, we might allow you to choose to upgrade your Agent or continue with the old logic (bearing in mind that older versions might eventually be deprecated). If you do not consent to an Update that is critical (say, a security patch), it’s possible that you will not be able to continue using that part of the Services until you accept the Update. We value your autonomy, so where feasible, we give you choices; but your refusal to update might mean we can't safely keep offering the Service to you.

Feature Changes and Discontinuation: We reserve the right to change any aspect of the Services at any time. This includes introducing new features, modifying existing ones, or discontinuing parts of the platform entirely. We understand that your reliance on certain features might be important, and will usually provide advance notice if we decide to retire something major (for example, if we decided to discontinue support for a particular blockchain or remove a Strategy template from the Agent). However, there may be circumstances (especially security or legal-related) where we must make changes on short notice. VaultLayer will not be liable for any loss or inconvenience caused by your inability to use a discontinued or changed feature. We recommend not relying solely on VaultLayer for critical needs – always have backups or alternatives for important functions, as with any technology service.

Downtime and Maintenance: In the process of updating or maintaining the Services, there may be periods of downtime. We try to keep the platform available 24/7, but we cannot guarantee it. Planned maintenance that causes downtime will often be announced in advance on our website or community channels. Unplanned outages may occur as well (due to software bugs, network issues, etc.). VaultLayer is not liable for any losses incurred due to downtime (for example, if an opportunity is missed because the platform was temporarily unreachable). It’s part of the risk of using any online service, especially one interacting with decentralized networks that themselves can have issues.

In summary, by using VaultLayer, you agree that the platform may change over time, sometimes significantly, and that it is your responsibility to stay informed about updates and to update any software (or adjust any usage) to continue compatibility. We encourage you to follow our official communication channels for announcements (such as our blog, Discord, or Twitter).

1. User Responsibilities and Acknowledgments

Using VaultLayer’s Services gives you a lot of power and flexibility, but with that comes responsibility. You acknowledge and agree to the following responsibilities:

Self-Directed Use: VaultLayer provides tools, but you are the director of those tools. You are responsible for the selection of your Strategies, the parameters you set, and the decisions you make using the Services. VaultLayer does not manage your portfolio or make decisions for you. If you allow the Agent to run unattended, you accept the risks of its automated actions. You should monitor your Smart Vault’s activity regularly. It’s wise to review transaction logs or summaries we provide and ensure they align with your expectations. If something seems off, you should pause or stop the Agent and investigate.

Security of Your Wallet and Vault: You are solely responsible for maintaining the security of your own wallets, devices, and accounts. This includes: safeguarding the private keys, seed phrases, passwords, and any two-factor authentication devices or backup codes associated with your wallets and any VaultLayer accounts. If you lose access to your wallet (for example, by losing your seed phrase or hardware wallet, or if it gets compromised by malware), you could permanently lose access to your Smart Vault and the assets it holds. VaultLayer cannot recover a lost private key or reset a blockchain transaction – there is no "forgot my password" in a truly decentralized system. Likewise, protect access to your email and devices; a hacker who gains control of your email or computer might try to tamper with your use of VaultLayer. Always double-check transaction details in your wallet before approving.

Accurate Information: If at any point you provide information to VaultLayer (such as signing up for a newsletter, or if we implement optional user accounts for managing agents/credits), you agree to provide true, current, and complete information. You also agree to update such information promptly if it changes. We do not generally ask for personal data to use the core Services, but if you choose to provide any (e.g., an email for notifications), keep it updated so you don’t miss important messages.

Compliance with Laws: You are responsible for understanding and complying with any laws or regulations that apply to your activities. Crypto-related regulations vary greatly by jurisdiction and can include restrictions on trading certain tokens, reporting requirements for taxable events, or even prohibitions on using certain DeFi products. VaultLayer does not provide you legal advice on these matters. It’s up to you to ensure you aren’t breaking the law by using our Services. If you are unsure, consult with a legal advisor knowledgeable in this domain before proceeding.

Use of Only Official Interfaces: To maintain security, only use VaultLayer through our official website (e.g., vaultlayer.xyz or other domains we designate), our official mobile apps, or our official command-line tools / SDKs (if you’re a developer type using those). Be wary of phishing sites or fake apps mimicking VaultLayer. We are not responsible if you are tricked into using a fraudulent service that pretends to be us. Additionally, do not rely on unofficial plugins or extensions that claim to enhance or modify our interface; they could be malicious. Check our documentation or community announcements for any third-party tools we have vetted or recommended.

Integrations and APIs: If you use our API or integrate VaultLayer into other software (perhaps to view your Smart Vault in a portfolio tracker, etc.), you must follow any developer terms we publish. Typically, this means not overloading our servers with requests, not scraping data excessively, and not misusing any API keys or access tokens. We may rate-limit or cut off API access if abused.

Revoking Access / Stopping the Agent: You have the right to stop using the Services at any time (and we hope if you do so, it’s because you’ve achieved your goals!). If you decide to stop, make sure you cleanly disengage: for example, pause or stop any running Agent, revoke the Agent’s delegation permissions on your Smart Vault (this is done on-chain, and ensures the Agent can no longer initiate anything on your vault), and perhaps withdraw your assets from protocols if you want to consolidate them back in your own custody. You might also want to transfer your Smart Vault NFT back to a known safe wallet or burn it if you’re done with it (burning might not reclaim assets, so typically you’d just hold it or transfer it to a cold wallet). VaultLayer does not automatically undo anything when you stop using the interface – because we can’t; only you can perform on-chain actions to revoke or move assets.

Notifications and Communication: Because we generally won’t have a way to reach you unless you provide contact information, it’s your responsibility to check our website or community channels for any announcements that may affect your use of the Services. For example, if there’s a critical security update or a notice of a bug affecting a Strategy, we will make that information public. It’s on you to stay informed. If you do provide an email or join our official communication channels, please pay attention to any notices we send. Not reading an email or message we send about an important issue will not excuse any impact that issue might have on you.

No Abuse of Others: We foster a community of users (often via forums, Discord, etc.). If you engage with others in VaultLayer’s community spaces, you must treat everyone with respect. Harassment, hate speech, spam, or other toxic behavior can result in community bans and possibly even loss of platform access if it spills into attempts to harass through our Services. We aim to have a constructive, collaborative environment.

Cooperation with Inquiries: If we (or a legal authority, through us) reach out to you for information regarding your use of the Services (for example, in the context of investigating a security incident or a compliance check), you agree to cooperate and provide truthful information, to the extent reasonable and lawful. We understand privacy, and we’re not asking for carte blanche to snoop; this is more about not obstructing lawful investigations or our efforts to ensure the platform’s integrity.

Acknowledgment of Risk: Finally, you acknowledge that you understand the risks inherent in using cutting-edge decentralized technologies. Section 10 (Risks and Disclaimers) elaborates on many of these, but as a responsible user, you should only use funds you can afford to lose, and you should be prepared for the possibility of technical issues or losses. Always have your own backups (for keys, data, etc.) and an emergency plan (like how to manually intervene if needed).

If you do not adhere to the responsibilities above, it may not only lead to undesirable outcomes (like loss of funds or access), but could also be considered a breach of these Terms, potentially leading to suspension or termination of your access to the Services.

1. Intellectual Property

All content, software, technology, and other materials used by or displayed in the Services, and all intellectual property rights therein, are the exclusive property of VaultLayer and its licensors, except to the limited extent that portions of the Services are provided as open-source or belong to others. This includes, but is not limited to: the VaultLayer name and logo, all software code (front-end and back-end) developed by VaultLayer, the design and layout of our website and app, content in the documentation, and the compilation and arrangement of data on our platform.

Your use of the Services does not give you any ownership rights in our intellectual property. You are simply receiving a revocable license to use the Services in accordance with these Terms.

Key points regarding intellectual property and permitted use:

Trademarks and Branding: VaultLayer, Smart Vault, VaulterBTC, and associated logos or slogans are trademarks or service marks of VaultLayer (the company) or its affiliates. You may not use VaultLayer’s marks without our prior written consent, especially not in any way that suggests sponsorship or endorsement by us. For example, you shouldn’t name a third-party tool "VaultLayer Yield Optimizer" or something that implies it’s an official product. If you want to mention VaultLayer in an article or use our logo in a publication, please follow any brand guidelines we provide or contact us for permission.

Open Source Components: VaultLayer is committed to transparency and may release certain components of its software as open source (for instance, we might open-source smart contract code for verification, or publish certain developer tools on GitHub). Those components will come with their own license (such as MIT, Apache 2.0, etc.). Your use of open-source VaultLayer components is governed by the terms of the applicable open-source license, which may grant you broad rights to inspect, modify, and distribute that code. However, those rights do not automatically extend to VaultLayer’s closed-source components or the platform as a whole. For example, just because one smart contract is open-source doesn’t mean our entire Agent logic or UI is open-source. Do not assume you have the right to access or modify parts of the system we haven’t explicitly opened up. Also, even with open-source, if you make contributions or suggestions (feedback) as discussed below, those can be used by us freely.

License to Use Platform Content: Where we display content on the platform that is meant for user consumption (like text, images, or data on our site), you may access and view that content for personal use. You may also print or save copies for your personal reference. But you may not copy and redistribute significant portions of our content without permission. For instance, you can’t just copy our entire documentation and post it on your own site under your branding. Nor can you use our site’s content to create a misleading impression of a relationship. If you’re ever unsure about what’s acceptable use of our content, feel free to ask us.

Derivative Works: You must not create derivative works of the proprietary parts of our Services. This includes not translating our app into another language/interface and offering it as your own, not using our code with slightly changed visuals to launch a competitor service, etc. For open-source parts, derivatives are allowed per their license; but using our trademarks or connecting to our live platform with modified code is likely not allowed because it can cause confusion or security issues.

Feedback: VaultLayer appreciates community feedback and ideas. If you provide us with any feedback, suggestions, or ideas on how to improve the Services (for example, via our Discord, in a support email, or any other channel), you agree that VaultLayer is free to use, modify, and incorporate your suggestions without any restriction or compensation to you. Legally speaking, you hereby grant VaultLayer a perpetual, irrevocable, worldwide, royalty-free license to exploit the feedback in any manner. This doesn’t mean we’ll steal your proprietary ideas; it’s mainly to avoid any implication that we owe you if we independently develop something similar to what you suggested. (Example: If you say, "It would be cool if the Agent had a rebalancing feature," and we later add that, we don’t want a lawsuit claiming you invented it and are owed money. These terms protect us from that.)

Third-Party IP: Some content or tools in the Services might be subject to third-party licenses. For example, if we integrate a third-party library or a DeFi protocol’s code, there might be open-source licenses (like LGPL, etc.) that grant you certain rights or come with certain conditions. We strive to document any third-party license notices in our documentation or within the app. By using the Services, you agree to comply with any relevant third-party licenses we’ve incorporated (which basically means: if you use those underlying components beyond our Services, follow their license terms).

Copyright Infringement: If you believe that any content in our Services infringes upon your copyright or other IP rights, we have procedures in place for takedown requests (for example, complying with the Digital Millennium Copyright Act (DMCA) for copyright claims). Please contact us at the designated address in our Privacy/Contact section with details, and we will investigate promptly. Conversely, by using the Services, you agree not to upload or share content that infringes someone else’s IP. Since most actions on VaultLayer are financial transactions, this usually isn’t an issue (you’re not really uploading content in the social media sense), but this is a general statement for completeness.

In summary, VaultLayer retains all rights to its intellectual property. You agree not to violate those rights. At the same time, we respect open source and third-party rights and expect you to do the same.

1. Access and Connectivity

To use VaultLayer’s core Services, you typically need to connect a compatible cryptocurrency wallet and interact with blockchain networks. Here’s what you need to know:

Supported Wallets: VaultLayer’s interface will prompt you to connect a wallet (for example, MetaMask, WalletConnect-compatible wallets, a hardware wallet, or others that we support). It’s your responsibility to use a supported wallet. If you try to use an unsupported wallet, the Services may not function correctly, and we can’t guarantee security. Check our documentation for a list of officially supported wallets or connections. We may update this list as new wallets emerge or older ones become obsolete.

Third-Party Wallet Terms: Your chosen wallet is a third-party product. It is not part of VaultLayer. That means when you use, say, MetaMask, your use of MetaMask is governed by MetaMask’s terms of service and privacy policy, not VaultLayer’s. We have no control over that wallet’s operations or security. If your wallet application malfunctions (e.g., shows you incorrect information, or has a security vulnerability), VaultLayer is not responsible for any consequences. Always keep your wallet software up-to-date and follow security best practices recommended by the wallet provider.

Connecting Your Wallet: When you connect your wallet to VaultLayer (e.g., by clicking "Connect Wallet" on our site and approving the connection), you are authorizing VaultLayer’s interface to view your wallet’s public addresses and to send transaction requests for you to approve. We never receive your private keys or secret phrases. The connection is typically facilitated by your browser or device (for instance, MetaMask injects a web3 provider that our site communicates with). You can disconnect your wallet at any time (usually within the wallet app or by closing the site), though the Smart Vault link might persist on-chain regardless of UI connection status.

Deploying Smart Vault Contracts: Upon certain actions (like creating a Smart Vault), VaultLayer will prompt your connected wallet to execute one or more blockchain transactions. You must review and manually approve each of these transactions in your wallet. For example, creating a Smart Vault might involve a transaction to mint the NFT and set up associated contracts. Your wallet will show details like the contract address and gas fee. It is your responsibility to verify (to the extent you’re able) that these transactions are what you intend. If you ever see an unexpected or unknown transaction request, do not approve it. VaultLayer’s official transactions will generally be explained in the UI (e.g., "This transaction will create your Smart Vault. Gas fee ~XYZ."). When in doubt, cancel and ask our support or community.

Granting Permissions: Using the Agent effectively often involves granting it certain permissions. Technically, this is done by interacting with a permission smart contract that authorizes a specific Agent (identified by an address or an on-chain key) to act within certain bounds on behalf of your Smart Vault. The VaultLayer UI will guide you through setting these permissions. Only grant the minimum necessary permissions for your use case. The UI likely has presets (e.g., allowing the Agent to use certain tools). You can customize these if you want finer control. If you ever want to revoke these permissions, there will be a method (either via our UI or directly on the permission contract) to do so.

Multiple Wallets and Addresses: If you have multiple wallets, you will need to decide which one holds your Smart Vault NFT. The NFT can be transferred between addresses you control, but remember: the address that holds the NFT is the one that can command the Smart Vault. If you connect a wallet that does not hold the NFT, VaultLayer’s UI might show the vault as read-only or not available. Make sure you’re using the correct wallet. If you inadvertently send the NFT to an address you don’t control (e.g., a typo or a burn address), you’ve effectively lost access to the vault. We cannot undo that.

API Access (if applicable): For advanced users, we may offer API endpoints to interact with VaultLayer services programmatically. Use of the API may require an API key. Keep your API keys secure just like any other credential. Abuse of the API (such as excessive calls or attempts to bypass normal usage) can result in key revocation or IP blocking. If you’re not a developer, this likely won’t apply to you.

Reliance on External Networks: When you perform operations via VaultLayer, the completion of those operations depends on the underlying blockchain networks. If a network is congested or down, your transactions might be delayed or fail. VaultLayer has no control over network uptime or throughput. Additionally, certain features might depend on oracles or external data (e.g., price feeds). If those data sources fail or provide incorrect data, it can affect the Agent’s behavior. We do not guarantee the continuous availability or accuracy of any third-party data feeds.

No Guarantee of Connectivity: While we strive to provide a smooth interface, connectivity issues can occur. These can be due to your internet connection, the wallet’s service (e.g., if using a cloud wallet or a remote node), or our servers. You should be prepared for occasional interruptions. If you cannot connect your wallet or your transactions aren’t going through, check our status page or community announcements; there could be maintenance or known issues. Ultimately, as long as the underlying blockchain is functioning, you have the ability to interact with your Smart Vault outside of our interface (e.g., by calling the smart contracts directly via another tool). That’s the beauty of decentralization: VaultLayer is just one interface to your assets, not a gatekeeper.

In summary, you are in control of and responsible for your means of access (your wallet and internet). VaultLayer provides the portal and the tools, but we don’t have magic powers to fix things if your wallet fails or if the blockchain is slow. Always exercise caution and be attentive when connecting and approving transactions.

1. Term and Termination

These Terms remain in effect from the moment you first agree to them or use the Services, and will continue until terminated by either you or VaultLayer (this period is the "Term" of the agreement).

Termination by You: You may terminate these Terms at any time by ceasing all use of the Services. If you have created a Smart Vault and no longer wish to use VaultLayer, you can simply stop interacting with our platform. However, keep in mind that even if you stop using the UI, your Smart Vault might still be active on-chain. If you want to fully disengage, take steps such as revoking Agent permissions (so the Agent cannot operate even if it were triggered), and optionally withdrawing any funds from DeFi protocols back into your wallet or Smart Vault, and then possibly transferring the Smart Vault NFT to a null address (burning it) if you want to effectively destroy the vault. (Burning is irreversible and generally not necessary unless you have a reason; simply not using the vault is fine.) Any provisions of these Terms that by their nature should survive (like ownership of IP, disclaimers, etc.) will survive, as noted later. If you later return to the Services or use the Smart Vault again, these Terms will apply anew.

Termination or Suspension by VaultLayer: VaultLayer reserves the right to suspend or terminate your access to the Services (in whole or in part) at our discretion, at any time and without prior notice, if we believe you have violated these Terms or if we believe it’s reasonably necessary to protect VaultLayer or our users. We might also suspend/terminate if required by law (for instance, if a court or regulator demands we block usage by certain persons or in certain regions) or due to extreme circumstances (like detecting fraudulent or highly irregular activity coming from your integration). Additionally, VaultLayer might discontinue the Services entirely. We naturally prefer to avoid that and would strive to give notice and allow you to retrieve your data or adjust your affairs, but we must state that we have the right to do so. If we discontinue the platform, you would still retain direct control of your Smart Vault NFT and any on-chain assets (since those are on public networks), but the convenience of our automation and interface would cease.

Effect of Termination: Upon termination of these Terms for any reason:

Your rights to access and use the Services will immediately end. Any active Agent processes might be halted by us (especially if we terminated due to misuse). We may inform you if practical about what’s been stopped.

You will remain responsible for any fees or charges you incurred prior to termination. If there are any outstanding payments (for example, if you bought credits with a credit card that hasn’t been charged yet, or if we invoice enterprise usage), you must still pay those.

VaultLayer has no obligation to provide you with any data or records relating to your use of the Services after termination, except any data that we are required to provide under law. Since most user-specific data is on the blockchain (which you can access via other means) and since we don’t collect much personal data, this is usually not an issue. If you know you want certain info (like a history of your Agent’s actions or logs), export or save it while you have access.

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or any termination or suspension of the Services, or deletion of your data or account information, provided that we act in accordance with these Terms and any applicable law. In plain terms: if we shut something down and that inconveniences you or even causes a loss (like you missed an opportunity or had to manually close positions), we are not generally liable for that. The decentralized nature is such that you always have the underlying control (though maybe with more effort).

If applicable, you should immediately destroy or delete any local software or documentation that we have provided to you under these Terms (for example, if you downloaded any proprietary VaultLayer software, or have confidential documentation from a beta test). This does not apply to public documentation or open-source components, which you can keep using under those licenses, but anything that isn’t meant to live on without the Service should be removed.

Survival: All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation: any obligation you have to pay fees (as above), any liability you may have incurred, the intellectual property and license restrictions (Section 7), disclaimers of warranties (Section 11), limitations of liability (Section 12), indemnification obligations (Section 13), governing law and dispute resolution (Section 15.7-15.9), and so forth. Termination does not absolve either party from any breaches that occurred prior to termination.

It’s worth reiterating a unique aspect here: even after termination, your Smart Vault NFT and any assets in it remain yours (unless you’ve transferred them or lost them due to market activity). VaultLayer cannot confiscate or disable your on-chain assets. What termination means is we won’t facilitate your use of them through our platform anymore. You’d essentially be on your own to manage them directly via the blockchain or another interface. Therefore, termination on our end is mainly us saying "we won’t help you use the service," but we don’t have a centralized kill switch to destroy your property. That’s a core principle of being non-custodial.

1. Risks and Disclaimers

Cryptocurrencies, DeFi, and autonomous agents come with significant risks. By using VaultLayer, you acknowledge and accept the following non-exhaustive list of risks:

Market Volatility: The value of digital assets can change rapidly, and markets operate 24/7. Automated strategies might execute transactions at times or in ways that lead to losses due to market swings. For example, a strategy might buy an asset that suddenly plummets in value, or fail to sell an asset before a crash. You understand that any funds deployed via your Smart Vault are subject to market risk, and VaultLayer has no control over market movements. There is no guarantee that using the Services will result in profit or avoid losses; in fact, you could lose a substantial portion or even all of your assets.

Smart Contract Risk: Smart Vaults, Agents, and DeFi protocols are all driven by code. Code can have bugs or unforeseen interactions. Even with careful audits and testing (which VaultLayer will undertake for its own contracts), no smart contract is 100% safe. Hacks and exploits in the DeFi space have led to significant losses for users in the past. If an attacker finds a vulnerability in the Smart Vault or Agent mechanism, they could potentially cause unauthorized actions (though the design limits this by requiring NFT ownership, etc.). Similarly, if there’s a bug in a DeFi protocol your vault uses, that protocol could malfunction (e.g., misprice assets, lose collateral, allow theft, etc.). You acknowledge these risks and agree that VaultLayer is not responsible for any losses stemming from smart contract failures, whether in our code or third-party code.

Regulatory Risk: The regulatory environment for cryptocurrencies and DeFi is evolving and uncertain. Governments or regulatory bodies may implement laws or rules that impact your use of VaultLayer or the legality of your activities. For instance, a jurisdiction might ban certain types of crypto transactions or require them to go through regulated intermediaries, or might classify certain tokens as securities. VaultLayer might have to restrict or discontinue Services in certain regions to comply with regulations (as mentioned earlier). You are responsible for staying informed about and complying with any laws that apply to you. If in doubt, consult legal counsel. VaultLayer’s provision of the Services is not a statement that your activities are lawful in your jurisdiction.

Technology and Infrastructure Risk: The Services depend on a variety of technologies, some maintained by VaultLayer and some by third parties. This includes: blockchain networks (Bitcoin, Ethereum, etc.), node providers, off-chain databases, the Lit Protocol (for key management), cloud servers, your own device and internet, and more. Any of these could fail or perform poorly. For example, if the distributed key network (Lit Protocol) went down or was attacked, your Smart Vault might be unable to sign transactions until it’s resolved, effectively locking your vault’s functionality temporarily. Or if a cloud provider experiences an outage, our Agent might not run at its scheduled time. These scenarios could lead to missed opportunities or inability to react to market events. VaultLayer will make reasonable efforts to ensure high availability and resilience, but we cannot guarantee there won’t be technical difficulties or downtime.

Data Accuracy: The Agent and platform may rely on data from external sources, like price feeds, blockchain indexers, oracles, etc. If this data is incorrect or delayed, the Agent might make decisions on a wrong basis. An oracle attack (where a price feed is manipulated) could cause strategies to trigger at the wrong time or with wrong assumptions (e.g., an oracle says price dropped a lot, triggering a buy, but the price hadn’t actually dropped or the data was faulty). VaultLayer does not warrant that any data shown or used is accurate. Always cross-verify if possible, especially for large decisions.

User Error: The decentralized nature of VaultLayer means you hold the keys and you execute transactions. This also means user mistakes can be irreversible. If you send funds to a wrong address, there is no "undo." If you set a strategy parameter incorrectly (e.g., a decimal mistake causing 1000% where you meant 10%), the Agent will execute based on what you input. If you fail to understand how to use the platform properly, you could incur losses. While we aim to make the UI clear and may provide documentation or warnings, ultimately the responsibility is on you to use the Services correctly. Take your time to familiarize yourself before putting significant value at risk. Perhaps test with small amounts or on testnets if available.

No Insurance / No Guarantees: Assets held or deployed via VaultLayer are not insured by any government or third-party insurer. Unlike money in a bank (which might have deposit insurance) or investments with certain brokers (which might have SIPC protection), crypto transactions typically have no safety net. If you lose assets, there is generally no recovery unless you personally have insurance or the culprit is identified and voluntarily returns them (rare). VaultLayer itself does not provide insurance or any guarantee against loss. We also do not guarantee any particular level of performance or that the platform will meet your needs. Everything is provided on a best effort basis.

Financial Risk of DeFi Actions: Specific DeFi strategies come with their own risks. For example, if you provide liquidity in a pool, you may suffer from impermanent/permanent loss relative to just holding assets. If you stake in a protocol, there might be lock-up periods or penalty for early withdrawal. Borrowing against collateral can be risky – your collateral might be liquidated if the market moves. Automated strategies can’t guarantee avoiding these pitfalls; they follow the logic set, which might not account for every scenario. You should understand the risks of each DeFi activity you engage in. We try to summarize or link to resources for complex strategies, but we cannot cover every nuance or update content fast enough to match dynamic markets.

Agent Behavior and Limits: The Agent is a piece of software, not a human. It doesn’t have judgment beyond what it’s programmed or trained to do. It can’t "detect potential misuse or suspicious behavior" and deviate from its script if something unforeseen happens (except where we have specifically coded safety checks). That means if the market behaves in an extreme way that the Agent isn’t explicitly designed for, it might not respond ideally. Also, any AI components (if present) can sometimes produce errors or have “hallucinations” (i.e., generate outputs that seem confident but are wrong or nonsensical). We aim to fence the AI’s actions with policies (the on-chain constraints) so that even if it “wanted” to do something crazy, it technically can’t. But within its allowed domain, it could still make suboptimal moves. You accept that risk. If the AI posts an update (like via Telegram) saying something weird or alarming, double-check through other means before acting on it – it might be a glitch.

Operational Risk: VaultLayer Corp. is a company, and like any company, it faces operational risks. These might include financial difficulties, legal challenges, team turnover, etc. While we have no plans other than to grow and support the platform, it’s possible that we might one day have to cease operations or significantly change direction (due to regulatory mandates, acquisition by another company, or other reasons). If that happens, we will try to give users as much notice as possible and keep the essential parts running long enough for you to transition. But there is a risk that the services could become unavailable or degraded, requiring you to find alternatives to manage your assets.

In agreeing to these Terms, you acknowledge that you have carefully considered these risks (and any others inherent in crypto and DeFi) and that you are willing to accept them in order to use VaultLayer. VaultLayer would not be able to provide the Services without all these disclaimers, because frankly the risks are significant and largely out of our direct control.

If you are not comfortable with these risks or do not understand them, you should not use the Services. Perhaps seek out more education or consult with experienced advisors before proceeding.

1. Disclaimer of Warranties

The VaultLayer Services are provided "AS IS" and "AS AVAILABLE" to the maximum extent permitted under applicable law. This means:

No Implicit Guarantees: We make no warranties or representations of any kind, express or implied, about the Services. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that might arise from course of dealing or usage of trade. All such warranties are expressly disclaimed. For example, we are not promising that the platform is fit for your specific investment purposes or that it will function without error for any particular scenario.

Availability and Reliability: We do not warrant that the Services will be uninterrupted, timely, secure, or error-free. There is no guarantee that communications (like data feeds, signals, or notifications) will be delivered or delivered promptly, or that the Services will be available at any given moment. Downtime may occur, and data or messages may be delayed or dropped. We provide tools to assist you, but you should not rely solely on VaultLayer for critical monitoring without any backup.

Accuracy of Information: Any information provided via the Services (including through the Agent or UI, such as analytics, performance metrics, or protocol data) is not guaranteed to be correct, complete, or up-to-date. We disclaim any warranty that the information is accurate or reliable. Use it as a reference at your own risk. You are ultimately responsible for verifying any critical information independently.

Quality and Performance: We do not warrant that the software (including any mobile apps, web app, or smart contracts) will perform without bugs or vulnerabilities. We also do not guarantee that any results or performance metrics you achieve using the Services will meet your expectations. For instance, we are not saying "by using VaultLayer you will outperform the market" or even "the Agent will execute each day exactly at noon as you set" – there could be delays or deviations.

Third-Party Components: We make no warranty regarding any third-party services, information, or tools that you access through VaultLayer. If an external website or third-party API is accessible or used through our Service, we provide no assurances on their behalf.

Security: While we put a lot of effort into security (audits, encryption, etc.), VaultLayer does not warrant that the Services are invulnerable or immune to unauthorized access, hacking, or other security breaches. It’s software interacting with valuable assets; there is always a non-zero risk of a break-in. We disclaim liability for any such breach, though of course we will do our best to prevent and respond to them.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not fully apply to you. In such cases, any warranties required by law are limited in duration to the minimum period legally required (if a duration is required) and to the minimum scope allowable.

In summary, VaultLayer gives no guarantees. You accept the platform with all its potential faults. If something goes wrong, remember that you were aware there was no promise of perfection.

1. Limitation of Liability

Under no circumstances shall VaultLayer, its affiliated companies, or any of their directors, officers, employees, agents, or contractors, be liable to you for any damages other than direct damages, and only to the extent described below:

No Indirect or Consequential Damages: VaultLayer will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, data, goodwill, or other intangible losses, arising out of or in connection with your use of (or inability to use) the Services. This is true even if we have been advised of the possibility of such damages, and even if a remedy fails of its essential purpose. For example, if a bug in our software causes you to miss a trading opportunity and you claim you lost potential profits, or if an error allows a hack that drains your vault, we are not liable for those lost profits or funds. Similarly, if we permanently or temporarily stop providing the Services, we are not liable for the consequences that result (beyond possibly refunding unused pre-paid fees as a direct and sole remedy, if we choose).

Cap on Direct Damages: To the extent we are found liable for any direct damages (for example, if a court finds that despite these Terms, you are owed some compensation for a proven harm directly caused by our breach of these Terms), then, to the maximum extent permitted by law, the maximum aggregate amount of our liability shall not exceed the greater of: (a) the total fees you paid to VaultLayer for the Services in the six (6) months immediately prior to the event giving rise to the claim; or (b) USD $100 (one hundred U.S. dollars). If you did not pay any fees (for instance, if you only used free features or if the claim arises from free aspects of the Service), our liability in such case is capped at $100. This cap is cumulative – meaning it applies to all claims combined, not per incident.

Release of Claims: You hereby release VaultLayer (and our affiliates and personnel) from any and all claims, demands, and damages of every kind and nature (known and unknown, suspected and unsuspected, disclosed and undisclosed) arising out of or in any way connected with disputes between you and any third parties (including DeFi protocol providers or other users) in connection with the Services. For example, if you have a dispute with a DeFi protocol (say, they changed a rule that affected your assets), that’s between you and them; you can’t rope VaultLayer into that dispute through a claim. In entering into this release, you expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code §1542, if you’re in California) that would otherwise limit the coverage of this release to include only those claims you may know about.

Exceptions: The above limitations and exclusions of liability shall apply to the fullest extent permitted by law. However, some jurisdictions do not allow certain exclusions of liability – for example, you may live somewhere that doesn’t allow a service provider to exclude liability for gross negligence, willful misconduct, or certain statutory liabilities. These Terms are not intended to override any such laws. If you are in such a jurisdiction, some of the above limitations may not apply to you to the extent prohibited. In such cases, our liability is limited to the minimum extent allowable by that law. No provisions of these Terms shall limit or exclude liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law. (That said, it’s hard to see how using a crypto software service could cause personal injury or death, but lawyers include that for completeness.)

Risk Allocation: The allocation of risk in these Terms is an essential basis of the bargain between you and VaultLayer. The fees we charge (or not charge) reflect this allocation. A higher liability exposure for us would likely mean we charge more or not offer the Services at all. By using VaultLayer, you acknowledge this is reasonable.

1. Indemnification

You agree to indemnify, defend, and hold harmless VaultLayer, its affiliates, and their respective directors, officers, employees, and agents (the "Indemnified Parties"), from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees and costs) that arise out of or relate to any of the following:

Your Breach: Your violation of any provision of these Terms. For example, if you use the Services in a way that breaches the restrictions in Section 4 (like trying to hack our system or using it for illegal purposes) and that leads to someone (or a government) making a claim against VaultLayer, you’ll cover all the costs associated. Or if you fail to pay fees that are due and we incur costs to chase them, you cover those costs.

Your Violation of Law or Rights: Your violation of any law or regulation, or the rights of any third party, in connection with your use of the Services. If your use of VaultLayer is in a jurisdiction where it’s not allowed and someone (like the government or a competitor) goes after VaultLayer for enabling that, and we have to pay a fine or legal fees, you’d be on the hook to reimburse us. Likewise, if you infringe someone’s intellectual property by using the Services (maybe you upload content that you don’t have rights to, though that’s unlikely in this context), and we get sued because of it, you indemnify us.

Your Content: Although VaultLayer is not a content platform, if you somehow provide content through our Service (perhaps via feedback, or participating in a community forum we host, etc.), and that content causes us to face a claim (say, you defame someone or violate a privacy law), you will bear the cost.

Your Actions with Other Users or Protocols: If you have a dispute or issue with another user, or a DeFi protocol, or any other third party, and that party takes action against VaultLayer for whatever reason (perhaps trying to involve us as a facilitator), you will indemnify us for that. For instance, if you and another person were jointly using a Smart Vault and then you get into a fight and that person tries to drag VaultLayer into a lawsuit over asset ownership, you cover our costs.

Indemnification Procedure: If any Indemnified Party receives a claim that it believes is covered by your indemnity, we will reasonably promptly notify you (to the extent we have contact info for you) of the claim and allow you to control the defense of such claim, with counsel reasonably chosen by you. However, we reserve the right to participate in the defense with our own counsel at our own expense (or at your expense, if we determine that you are not adequately defending our interests or if there’s a conflict of interest). You may not settle any claim in a manner that admits any liability on the part of an Indemnified Party or imposes any obligation on an Indemnified Party (other than payment which you shall satisfy) without our prior written consent. We will use reasonable efforts to cooperate in the defense (at your expense for any out-of-pocket costs).

This indemnification provision shall survive any termination of these Terms and your use of the Services.

1. Privacy and Data

VaultLayer takes privacy seriously. However, using a blockchain-based service means many activities are inherently public (your on-chain transactions). Here’s a breakdown of our approach to privacy:

Privacy Policy: VaultLayer will maintain a Privacy Policy (a separate document) that explains what personal data we collect, how we use it, and your rights regarding it. By agreeing to these Terms, you also agree to the terms of our Privacy Policy, which is incorporated by reference. If there’s a conflict between the Privacy Policy and these Terms regarding personal data, the Privacy Policy will govern that aspect. (At the time of writing, VaultLayer’s Privacy Policy is being prepared and will be made available on our website. We encourage you to read it once available.)

Limited Personal Data Collection: As a crypto service, VaultLayer aims to collect minimal personal information. Typically, you do not need to provide a name, ID, or address to use our basic Services. We might not even know who you are – just your wallet address. However, there are instances where we might collect data: if you sign up with an email for updates, if you participate in a promotion that needs shipping info, if you contact support, or if regulations require us at some point to do user verification (KYC) for certain features or jurisdictions. Additionally, we might collect technical information like your IP address or device details for security and analytics purposes (as most websites do).

Use of Data: Any personal data we collect will be used in accordance with our Privacy Policy. Generally, it would be for providing and improving the Services (e.g., using email to send you alerts you signed up for, or IP addresses for fraud prevention). We do not sell your personal data to third parties for marketing. We might share data with service providers under strict duties to protect it, or if legally required (e.g., responding to a lawful subpoena).

Blockchain Data: Transactions you perform via VaultLayer (like creating a Smart Vault, executing a strategy, etc.) are recorded on public blockchains. This information is public by nature – it can be seen by anyone via blockchain explorers. VaultLayer does not control the privacy of on-chain activity. Even if we deleted all our records of your use, the blockchain remains. So, don’t use VaultLayer for anything that you would not want potentially associated with your pseudonymous address in the public eye. Techniques like chain analysis could potentially link addresses to identities. VaultLayer can’t prevent that, and it’s not our responsibility.

Analytics and Cookies: Our website may use cookies or similar tracking tech for functional and analytical purposes – e.g., to remember your preferences or to help us understand how users navigate our site (so we can improve UX). You can usually control cookies via your browser settings. However, core functionality (like connecting a wallet) might require certain cookies or local storage to work properly. Our Privacy Policy will detail this.

Communication: If you provide contact info (like an email or Telegram handle for notifications), we will use it to send you information related to the Services (for example, Agent alerts, important announcements, or support responses). We will not spam you with unrelated marketing. If at any time you want to stop receiving non-essential communications, you can opt out (unsubscribe links in emails, etc.). Transactional or important service messages might still be sent as needed.

Data Security: We implement security measures to protect personal data we hold, but no system is foolproof. By using the Services, you acknowledge that any data transmitted or stored could potentially be accessed by unauthorized parties, despite our efforts. Please practice good security hygiene on your end too (for example, securing your email account if you use it for VaultLayer-related stuff, to prevent someone resetting something or impersonating you).

Data Retention: We generally retain data only as long as needed for the purposes collected, and as required by law. For blockchain transaction data or wallet addresses, those might be kept indefinitely as part of logs or analytics, but they are pseudonymous. If you create an account or provide personal info, you might have the right to request deletion of that data under certain privacy laws (unless we must keep it for legal reasons). Our Privacy Policy will outline how to exercise such rights if applicable.

If you have questions about privacy or data practices, you can contact us at the email provided in the Privacy Policy (or on our website). By using VaultLayer, you consent to the collection and use of information as outlined above and in the Privacy Policy.

(Note: This summary is not a substitute for the full Privacy Policy. Please refer to the full document for comprehensive details.)

1. Miscellaneous

15.1 No Investment Advice or Brokerage Services

VaultLayer is not an investment advisor or broker, and nothing we provide is financial advice. You alone are responsible for your investment decisions. The Services, including any algorithms, AI outputs, or informational content, are tools for you to use at your discretion. Any information presented (such as yield figures, protocol ratings, backtest results, etc.) is purely factual or algorithmic in nature and is not tailored to your personal financial situation. You should not interpret any content on our platform as a recommendation to buy, sell, or hold any asset, or to pursue any particular strategy.

Additionally, using VaultLayer does not establish any kind of advisory or fiduciary relationship between you and us. We are not your broker, dealer, agent (despite the term "Agent" for our software), or legal fiduciary. We do not have discretionary authority or control over your assets; you do. The success or failure of your use of the Services depends on your decisions and market factors, not on VaultLayer managing anything for you.

If you need professional advice – be it financial, legal, or tax – you should consult licensed professionals. VaultLayer’s team might occasionally share general insights or engage in community discussion about market trends, but these are not personal advice. You should not rely on them for making decisions. Always conduct your own research or consult a certified advisor before making significant financial transactions.

15.2 Taxes

You are solely responsible for all taxes (if any) that apply to your use of the Services and to any transactions or gains you realize through your Smart Vault. Tax laws vary by jurisdiction and the treatment of cryptocurrency transactions is often complex and evolving. Some events that may be taxable (depending on where you live and the laws there) include: trading one crypto for another, earning rewards or yield (which could be income), receiving airdrops, or possibly even moving assets between certain networks. VaultLayer does not report or withhold taxes for you. We typically won’t even know your identity or tax residency unless you explicitly tell us.

We strongly encourage you to keep detailed records of your on-chain transactions and any relevant off-chain transactions (like if you buy execution credits with fiat, or if you convert crypto to cash) because you may need these for calculating tax obligations. Many jurisdictions require reporting of capital gains and income from crypto. Failing to report could lead to penalties.

VaultLayer’s role is simply providing tech; we do not provide tax guidance. Any discussion of tax-related matters on our platform (if any) is for general information and not tailored to you. If you’re unsure about how using VaultLayer might affect your taxes, consult with a qualified tax professional.

In the event that VaultLayer is required by law to provide information to tax authorities (for example, if a government issues a lawful demand for info in an investigation or if certain reporting rules like a 1099-K in the U.S. become applicable to us), we will comply as required. By using our Services, you acknowledge this and, if necessary, will provide us with any information we might need to comply with such laws (for instance, providing a taxpayer ID if somehow that were required for a future feature). We value privacy, but we also follow the law.

15.3 No Joint Venture or Agency Relationship

Nothing in these Terms creates any form of partnership, joint venture, agency, franchise, or employment relationship between you and VaultLayer. We are independent parties. You are using our platform as a customer (or even just as an anonymous user interacting with code we provided). Neither party has the authority to bind the other to any arrangement or to incur any obligation on behalf of the other.

It’s important to clarify, since we call the software an "Agent," that this is merely a term to describe the autonomous software action. It does not mean VaultLayer or the Agent software is acting as your legal agent with powers to bind you outside of the specific technical acts you permit on-chain. VaultLayer isn’t representing you in any capacity before third parties. Similarly, you have no authority to make statements or promises on behalf of VaultLayer.

This clause basically says: we’re providing a service to you, but we are not partners in a business or in a legal sense, you’re not our employee, we’re not yours, and aside from the clear transactional relationship (you can use our service, we charge fees, etc.), neither of us can speak for or obligate the other.

15.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. This agreement is between you and us, and we haven’t given you the right to hand it off to someone else. For example, if you sell your Smart Vault NFT to someone, that doesn’t automatically assign your agreement with VaultLayer to that new person. That new person will have to agree to the Terms themselves if they want to use the Services. Any attempted assignment by you, without our consent, will be null and void.

VaultLayer, however, may assign or transfer these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or by operation of law or otherwise. We’ll try to notify you if that happens, but the main point is that, for example, if our company is acquired by BiggerTech Inc., the agreement can continue with them in our place.

These Terms will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. That means if we do properly assign it to someone, they get the rights and responsibilities we had; and if by some chance you got our consent to assign (say, to a company you control or such), then that assignee would step into your shoes under the Terms.

15.5 Entire Agreement and Severability

These Terms (along with any incorporated documents or policies, such as the Privacy Policy and any specific agreements for particular features) constitute the entire agreement between you and VaultLayer regarding the Services. They supersede any prior agreements, understandings, or representations on the same subject matter, whether written or oral. This means that if you previously had a conversation or email with someone at VaultLayer that seemed to promise something not reflected in these Terms, that conversation is not legally binding – only the written Terms are.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or regulatory authority of competent jurisdiction, that provision shall be severed (removed) from the Terms to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. In other words, we treat the Terms as if that invalid part wasn’t in there, but only to the extent of its invalidity. For instance, if a court says our limitation of liability clause is too broad in your case, the rest of the Terms still apply and the liability clause applies to the extent it’s lawful.

If a provision is stricken due to unenforceability, we (you and us) agree to negotiate in good faith a valid, legal, enforceable provision that is as similar as possible in intent to the stricken provision. If we can’t, the court may modify the unenforceable provision to the extent necessary to make it enforceable (to effect the original intent as closely as possible).

15.6 Waiver

No waiver by VaultLayer of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of that term or any other term. In practical terms, if we don’t immediately act on a breach by you of these Terms, it doesn’t mean we’re waiving our rights to enforce that or any other provision later. For example, if you violate a rule and we don’t terminate your access, it’s not a waiver of our right to terminate if you violate again or even for the first violation (we might just not have noticed, or chosen to give a warning).

Any waiver must be explicit and in writing to be effective. If one of our representatives says informally “don’t worry about that” regarding a term, that’s not a legal waiver. It has to be an official communication from authorized personnel.

Similarly, you cannot claim that by using the Service or by our interactions we somehow waived any right unless we explicitly said so in writing.

15.7 Governing Law

These Terms and any dispute or claim arising out of or related to them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, USA, except to the extent that U.S. federal law applies (in which case U.S. federal law governs). We explicitly exclude the application of any conflict-of-law principles that would result in the laws of another jurisdiction applying. We also exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), as that is not pertinent here and is often excluded in contracts by habit.

Delaware law is chosen because VaultLayer Corp. is a Delaware corporation, and Delaware has well-developed corporate and commercial laws. That said, we acknowledge that as a user, especially if you’re international, you might not be intimately familiar with Delaware law, but this is a common choice for U.S.-based companies. Delaware law will cover interpretation of these Terms and resolution of disputes.

15.8 Jurisdiction and Dispute Resolution

Subject to any arbitration agreement (note: we are not including a mandatory arbitration clause here, so unless we add one or have one in a separate policy, disputes will go to court by default), you and VaultLayer agree to submit to the exclusive jurisdiction of the state or federal courts located within Delaware, USA, for the resolution of any disputes arising out of or related to these Terms or the Services. This means if there’s a legal case, it will be filed in a court in Delaware, and both of us consent to that venue and personal jurisdiction.

You waive any objection to the exercise of jurisdiction by such courts and to venue in such courts on grounds of forum non conveniens or any similar doctrine. In plain English, if you’re in another state or country, you agree not to argue “hey, this Delaware court is not convenient for me, move it to my location” – we both accept Delaware as the place.

However, VaultLayer reserves the right to seek injunctive or equitable relief in any jurisdiction if necessary to protect our intellectual property or confidential information (for example, if you were to infringe our IP, we might not wait to resolve that in Delaware if an urgent injunction elsewhere is needed).

Importantly, we also both agree to waive the right to a trial by jury in any court proceeding. Jury trials can be lengthy and unpredictable; both parties prefer (by this agreement) to have any disputes decided by a judge. By accepting these Terms, you acknowledge that waiver.

15.9 Class Action Waiver

You and VaultLayer agree that any claims or disputes between us will be resolved on an individual basis, and not as part of a class, consolidated, or representative action. This means:

You cannot bring a claim against VaultLayer as a plaintiff or class member in a class action, consolidated action, or representative proceeding.

A court should not combine your case with others or allow you to represent a group of users in one lawsuit.

The court can only make decisions about your individual claims and our individual defenses, and cannot fashion remedies that affect anyone other than you and VaultLayer.

If for some reason this class action waiver is deemed unenforceable (like if a law specifically says you can’t waive class actions for a certain type of claim), then the entirety of this Section 15.9 might be null and void with respect to that claim, and any such claim would proceed in court (perhaps not as a class if the rest holds, but that gets complex). But the intention is to avoid class actions entirely.

This waiver is a material and essential part of the agreement between us. The Services would potentially be offered differently or at different prices if this waiver wasn’t in effect.

Thank you for reading these Terms. By using VaultLayer, you signify your understanding and agreement to all of the above. We encourage you to reach out via our official channels if you have any questions or need clarifications regarding these Terms or the Services.

Last updated: August 4, 2025.