ABOUT THIS SCHEDULE. These Failsafe™ Service Terms (these “Service Terms”) are a service schedule to, and form part of, the Vaulnox Customer Service Agreement (the “CSA”) between you and Vaulnox International, LLC (together with its affiliates, including Vaulnox USA, LLC, “Vaulnox,” “we,” or “us”). They apply only if and when you engage us to provide the Failsafe™ service, and only for so long as we continue to provide that service to you. Capitalized terms used but not defined here have the meanings given in the CSA. Except as expressly modified by these Service Terms for the Failsafe™ service, all terms of the CSA — including its provisions on the non-custodial, ministerial nature of our role, governing law (Republic of the Marshall Islands), arbitration (HKIAC, seat Hong Kong), disclaimers, limitation of liability, and indemnification — apply to these Service Terms and are incorporated by reference. In the event of a conflict between the CSA and these Service Terms with respect to the Failsafe™ service, these Service Terms control.
01The Failsafe Service
1.1 What it is. Failsafe™ (the “Failsafe Service” or “Failsafe”) is a SENTINEL protection line, provided at our Elite service level, under which you and either of two Approvers approve every transfer. Matching transfers will not clear until you and at least one of the two designated Approvers have approved them through the SENTINEL interface (subject to any time windows and confirmation steps you configure).
1.2 How it operates. When you engage Failsafe, you designate two Approvers. SENTINEL places matching transfers on hold and withholds clearing until the required approvals are obtained. Approvers act using their own portable post-quantum identity keys and may approve, decline, or allow a request to expire. Because either Approver may supply the co-approval with you, Failsafe is designed to reduce single-Approver unavailability relative to Guardian. SENTINEL enforces your configuration automatically; Vaulnox exercises no discretion over whether any transfer is approved.
1.3 One active line. Only one of Guardian or Failsafe may be active for a Vault at a time. Engaging Failsafe while Guardian is active (or vice versa) requires standing down the other line under the rules then in effect. If a Vaulnox Virtual Asset Protection Trust™ (VAPT) is active for the Vault, it may occupy the protection slot exclusively, in which case Failsafe is not available until the VAPT is no longer active, subject to the VAPT Service Terms.
1.4 You configure; you initiate. You alone designate the two Approvers and related parameters through the wallet or client interface, subject to our security verification and any confirm-signers ceremony required before the line can approve transfers. Only you (or a person you authorize) may initiate a transfer; each Approver’s role is limited to approving or declining an initiated transfer.
02Nature of the Approver Role
2.1 Approval right only. Each Failsafe Approver holds only a right to approve or decline a transfer that meets your configured conditions. An Approver has no legal or beneficial title to, ownership of, or interest in your Vault or Digital Assets; holds no key share that can move Digital Assets on its own; and has no right to initiate, originate, redirect, or compel any transfer. Approvers are never keyholders.
2.2 No co-ownership, partnership, or trust. Failsafe does not create, and shall not be construed to create, any joint account, joint tenancy, co-ownership, community property, partnership, joint venture, or trust, and does not make any Approver an owner, co-owner, partner, trustee, or fiduciary. You remain at all times the sole owner of your Vault and Digital Assets, and you retain sole legal and beneficial title to them.
2.3 No obligation to act; no fiduciary duty. Except where an Approver is a Commercial Protector or has otherwise separately and expressly agreed in writing to act in a fiduciary or contractual capacity, an Approver is under no obligation to approve, decline, or respond to any request and may decline or refrain from acting for any reason or for no reason, at any time, without liability, and owes no fiduciary or other duty to you or to any other person. The power held by such an Approver is a bare, non-fiduciary power.
03Consequences and Risk
You acknowledge that requiring Approver co-approval creates the risk that transfers may be delayed or permanently prevented — for example, if both Approvers are unavailable, lose credentials, decline to approve, become incapacitated, or die. You are solely responsible for designating suitable Approvers and any fallback arrangements. Vaulnox’s role is strictly ministerial and technical. A completed transfer, once cleared, is irreversible by Vaulnox.
04No Custody; No Fiduciary Duty; No Third-Party Claim
4.1 Ministerial, non-custodial role. Consistent with the CSA, Vaulnox acts solely in a non-custodial, ministerial capacity in operating Failsafe, does not take custody of or control over your Digital Assets, and exercises no discretion over approvals. Balances remain Assets Under Self-Custody (AUSC).
4.2 No third-party beneficiaries. No Approver or other person is a third-party beneficiary of these Service Terms, and no Approver or other person shall have any claim, right, or cause of action against Vaulnox arising out of or relating to Failsafe or any approval or non-approval, except as expressly and separately agreed in writing by Vaulnox.
05Fees; Term; Discontinuation
5.1 Fees. The Failsafe Service is provided at our paid service levels as set out in the Fee Schedule (Elite service level). The recurring Service Fee for the applicable service level is payable under the CSA and the Fee Schedule. No separate per-service fee is charged.
5.2 Effect of discontinuation or change of level. If we cease providing Services to you at a service level that includes the Failsafe Service, or if you change to a service level at which the Failsafe Service is not provided, the Failsafe Service (or a portion of it, such as capacity above a lower level’s limit) may be suspended or discontinued. You are responsible for maintaining an appropriate service level if you wish the Failsafe Service to remain in effect.
06General
6.1 These Service Terms supplement and are governed by the CSA, including its provisions on governing law (Republic of the Marshall Islands), arbitration (HKIAC, seat Hong Kong, individual basis only), disclaimers of warranties, limitation of liability, indemnification, and force majeure, all of which apply to the Failsafe Service and are incorporated by reference.
6.2 By directing us to provide the Failsafe Service, you acknowledge that you have read and understood these Service Terms, that Failsafe creates approval rights only and not any co-ownership, partnership, trust, or custody, and that you agree to be bound by these Service Terms and the CSA.