ABOUT THIS SCHEDULE. These Virtual Asset Protection Trust™ (VAPT) 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 Virtual Asset Protection Trust™ (VAPT) 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 Virtual Asset Protection Trust™ (VAPT) 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 Virtual Asset Protection Trust™ (VAPT) service, these Service Terms control.
01The VAPT Service; Not Intended as a Trust
1.1 What it is. The Vaulnox Virtual Asset Protection Trust™ (the “VAPT” or “Service”) is an optional SENTINEL configuration, provided at our Elite service level, through which the Dynamically Assigned Key Share is assigned and governed so that your Vault operates in a manner analogous to an asset-protection arrangement — for example, requiring that a council of approvers you designate consent before configured transfers will clear, imposing duress lockdowns, and generating attestations. You configure it; SENTINEL enforces it automatically; Vaulnox exercises no discretion.
1.2 Retention of title. You retain at all times sole legal and beneficial ownership of, and title to, your Digital Assets. No Digital Asset is transferred to or held by Vaulnox, any Protector, or any other person by reason of configuring or using the VAPT.
1.3 Not intended as a trust. The word “Trust” in the name is used solely as a product and brand designation. The VAPT is not intended to constitute a trust, and is not designed to create a trust, under applicable law. Consistent with that intention, and without limitation, the VAPT is structured so that: (a) no person holds, or is intended to hold, legal title to any Digital Asset for the benefit of any other person; (b) no trustee, trust estate, or trust res or corpus is intended to be created; (c) no Protector, including any Commercial Protector, is appointed or intended to serve as a trustee, or to hold any Digital Asset in trust; (d) except only as expressly provided in Section 3 with respect to a Commercial Protector, no Protector owes, assumes, or is subject to any fiduciary or other enforceable duty to any person; and (e) no Eligible Recipient and no other person is intended to hold any vested, equitable, beneficial, or other enforceable interest in any Digital Asset, but rather, at most, a mere expectancy that may be revoked, modified, or defeated at any time before an actual transfer is completed.
1.4 No advice. Vaulnox is not a law firm, trustee, or fiduciary and provides no legal, tax, or estate-planning advice; you are responsible for obtaining your own advice and for coordinating the VAPT with your affairs.
1.5 Signalling an Event of Duress. Where you have configured a duress lockdown or other duress-conditioned rule, you may signal an Event of Duress (as defined in the CSA) either (a) through the duress control we provide for that purpose, in the mobile application or on the website, or (b) by secure message sent through the wallet or client interface. On a signal being recorded, SENTINEL applies the rules you configured, and a Protector may act as provided in its own engagement terms. Vaulnox does not adjudicate whether an Event of Duress has in fact occurred, is under no obligation to detect one in the absence of a recorded signal, and exercises no discretion over the consequences you configured. A signal sent by secure message takes effect when it is received and read by its intended recipient; where an immediate response is required, use the duress control.
02The Council of Protectors
2.1 Delegation. You may designate persons (each a “Protector”) to a council (the “Council”) to which you delegate limited authority to vote on transfer requests and other matters you specify (the “Authorities”). A Protector holds only the Authorities and has no right, title, or interest in any Digital Asset.
2.2 User participation and removal. You may serve on the Council and may be removed by the other Protectors under the rules you configure, after which the remaining Protectors may exercise the Authorities without you. You acknowledge that you established these rules.
2.3 No obligation to act. Except as provided in Section 3 with respect to a Commercial Protector, a Protector is under no obligation to act on any matter and may decline or refrain for any reason or for no reason, without liability; such powers are bare, non-fiduciary powers.
03Commercial Protector Engagement
3.1 Election. You may engage a Commercial Protector to serve as a Protector, subject to its separate engagement terms and fees. Each entity we designate from time to time as available to serve in that role is a “Commercial Protector.” As at the date of this Schedule, the designated Commercial Protector is Lighthouse Protector Services, LLC. We may designate additional Commercial Protectors, and the then-current list is available from us on request.
3.2 Limited fiduciary capacity. Where engaged, and for so long as the engagement remains in effect, a Commercial Protector agrees to act as a fiduciary solely in respect of, and solely to the extent of, the exercise of the Authorities vested in it (its “Fiduciary Function”), in good faith and to the standard applicable to the holder of a fiduciary power, as limited by these Service Terms.
3.3 Not a trustee. A Commercial Protector’s Fiduciary Function does not constitute it a trustee or a fiduciary of a trust. Under no circumstance has a Commercial Protector agreed to serve as a trustee of any trust, as a fiduciary of or with any duty concerning any trust or trust estate, or as the holder of legal title to any Digital Asset.
3.4 Duty owed solely to the User. A Commercial Protector’s duties are owed solely and exclusively to you and to no other person. Under no circumstance has it agreed to act as a fiduciary for the benefit of any person other than you, and it owes no duty to any Eligible Recipient, other Protector, heir, successor, assign, spouse, creditor, or other person.
3.5 No claim by any other person. No person other than you shall have any claim, right, or cause of action against a Commercial Protector arising out of or relating to its status as, or its exercise or non-exercise of the powers of, a fiduciary, a Protector, or a Council member.
3.6 Scope limitations. A Commercial Protector’s Fiduciary Function is limited to the exercise of the Authorities and does not extend to any duty to hold, take custody of, invest, or administer any Digital Asset, to account as a trustee, or of any nature other than the good-faith exercise of the Authorities.
3.7 Independent agreements; no agency. Any engagement of a Commercial Protector is governed by a separate agreement between you and that Commercial Protector (a “Protector Engagement Agreement”), which is a distinct contract that may differ from or conflict with these Service Terms. Vaulnox is not a party to it, has no authority to contract on behalf of, and is not the agent, partner, or representative of, any Commercial Protector. The Protector Engagement Agreement — and not these Service Terms — governs the services, duties, fees, and liabilities of a Commercial Protector, and controls on any conflict concerning those services.
3.8 Fees; collection and remittance. A Commercial Protector’s fees are payable under its Protector Engagement Agreement and are ordinarily paid by you directly to it, including to a wallet it designates. As a billing convenience, Vaulnox may (but is not obliged to) invoice, collect, and remit such fees; any such collection is a ministerial payment convenience only, does not make Vaulnox the agent of the Commercial Protector, and does not represent consideration to Vaulnox for the Commercial Protector’s services.
04Waivers, Acknowledgments, and Releases
4.1 Intended non-trust character. You acknowledge that the VAPT is not intended to constitute a trust and that no Protector is intended to serve as a trustee, and you irrevocably waive any right to assert that the VAPT constitutes a trust or that any Protector is a trustee or holds any Digital Asset in trust.
4.2 Commercial Protector characterization. You irrevocably waive any right to characterize, treat, or hold a Commercial Protector as a trustee, as a fiduciary of a trust, or as a fiduciary owing duties to any person other than you.
4.3 No third-party beneficiaries. Each Commercial Protector is an express third-party beneficiary of this Schedule and may enforce it directly. No Eligible Recipient and no other person is a third-party beneficiary of these Service Terms or of any engagement of a Commercial Protector, and no such person shall have any right to enforce any provision hereof.
4.4 Eligible Recipients; mere expectancy. Any transfer of Digital Assets to an Eligible Recipient is a voluntary, gratuitous transfer made by you or at your direction, and is not a distribution from a trust. Each Eligible Recipient is intended to hold a mere expectancy only, revocable and defeasible before an actual transfer completes. By accepting any designation or transfer, an Eligible Recipient is deemed to acknowledge and agree to these characterizations and that no Protector owes any duty to it. You agree to make the substance of these Service Terms known to each Eligible Recipient you designate.
4.5 Non-commercial Protectors; implied duties. You release each Protector that is not a Commercial Protector from any claim arising from any exercise or non-exercise of the Authorities, and, to the maximum extent permitted by law, any duties (fiduciary or otherwise) that might otherwise be implied on the part of any such Protector are expressly negated and waived.
4.6 “Asset Protection” is a brand designation. The words “Asset Protection” are a brand designation and are not a representation, warranty, or guarantee that any Digital Asset is or will be protected, insulated, or exempt from any creditor, forced-heirship, marital, tax, judgment, or other claim or legal process.
05Fees; Level; General
5.1 Service level. The VAPT is provided at the Elite service level. The Service Fee for Elite is payable under the CSA and Fee Schedule; Commercial Protector fees are separate under Section 3.8.
5.2 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, on an individual basis only), disclaimers of warranties, limitation of liability, indemnification, and force majeure, all of which are incorporated by reference. Nothing in these Service Terms or the CSA limits a Commercial Protector’s liability to you for a breach of its Fiduciary Function to the extent such liability may not be limited under applicable law; consistent with Section 3, no such liability is owed to any person other than you.
5.3 By directing us to provide the VAPT Service, you acknowledge that you have read and understood these Service Terms, that the VAPT is not intended to constitute a trust, that Protectors generally owe no duty, that any Commercial Protector acts as a fiduciary only in respect of the exercise of its Authorities and only for your benefit, and that you agree to be bound by these Service Terms and the CSA.