Back to home
Draft — not yet reviewed by counsel. This document is published for transparency while VaultPay is in testnet beta. It has not been reviewed by a qualified attorney and should not be relied on as final or legally binding.

VaultPay — Terms of Service

STATUS: DRAFT — NOT YET REVIEWED BY COUNSEL. Do not publish or rely on this document as legally binding until it has been reviewed by a qualified attorney familiar with fintech/crypto regulation in every jurisdiction where VaultPay will operate or accept users from.

Last updated: [DATE] · Version: draft-1

1. Who We Are and What This Document Covers

VaultPay ("VaultPay," "we," "us," or "the Service") operates the website located at vaultpay.market (the "Site" or "Interface"), which provides a user interface for interacting with the VaultPay smart contract protocol deployed on the Base blockchain (the "Protocol").

These Terms of Service ("Terms") govern your access to and use of the Site. They do not, and cannot, govern use of the Protocol itself — see Section 4 for why that distinction matters.

[Legal entity name, jurisdiction of incorporation, and registered address to be inserted once the operating entity is formed with counsel.]

By accessing or using the Site, you agree to be bound by these Terms and by our Acceptable Use Policy, which is incorporated into these Terms by reference. If you do not agree, do not use the Site.

2. Eligibility

To use the Site you must:

  • Be at least 18 years old (or the age of legal majority in your jurisdiction, if higher);
  • Have the legal capacity to enter into a binding contract;
  • Not be a person or entity barred from using the Site under the laws of your jurisdiction or ours;
  • Not be located in, established in, or a resident of any country or region subject to comprehensive U.S., EU, UN, or other applicable sanctions or embargoes, and not be listed on any restricted-party or sanctions list (including the U.S. OFAC Specially Designated Nationals list) — see Section 12.

We may, at our discretion, restrict access to the Site from certain jurisdictions or block specific wallet addresses associated with sanctioned persons or entities, without notice.

3. Current Deployment Status — Testnet Only

As of the date of these Terms, the Protocol is deployed exclusively on Base Sepolia, a public test network. It does not process transactions with real monetary value. Any assets used on the Site while it operates on a test network are test assets with no real-world value, obtainable from public faucets, and nothing on the Site should be understood as a live financial product until we explicitly state otherwise and update these Terms accordingly.

If and when VaultPay deploys to a production (mainnet) network, this section will be revised, additional risk disclosures will apply, and use of the Service will involve real financial risk as described throughout these Terms.

4. Non-Custodial Nature; No Money Transmission; The Interface/Protocol Distinction

We do not, at any point, take custody of, control, or have the ability to access, freeze, reverse, or redirect any funds moved through the Protocol. The Protocol is implemented as an immutable smart contract with no administrator key, no pause function, and no upgrade mechanism. Once deployed, we cannot alter its logic, and we do not operate as an intermediary, custodian, escrow agent, broker, or money transmitter with respect to funds locked in the Protocol.

You understand and agree that:

  • The Site is one possible interface to the Protocol. The Protocol is public and can be interacted with directly (for example, via a block explorer or a script) by anyone, including without ever visiting the Site. We have no ability to prevent, monitor, or control interactions with the Protocol that do not go through the Site.
  • Any content you submit that becomes part of an on-chain transaction (including listing titles, descriptions, and dispute reasons) is written permanently and publicly to the blockchain. We cannot delete, redact, or alter this data once it is on-chain, regardless of any action we take on the Site.
  • Actions we may take against your access to the Site (Section 17) have no effect on your ability to interact with the Protocol directly, or on any deal already created on-chain.
  • We are not a party to any transaction conducted through the Protocol. Any agreement to buy, sell, or exchange goods or services using the Service is solely between the buyer and the seller.

5. No Account; No Identity Verification (Current State)

The Service does not currently require you to create an account, provide an email address, or complete identity verification (KYC) to use the Site. Your interaction with the Protocol is identified only by your blockchain wallet address. This may change — we may introduce identity verification, transaction monitoring, or other compliance measures at any time, without prior notice, where we determine it is necessary for legal compliance or risk management.

6. Fees

The Protocol charges a protocol fee, currently set at up to [X]% of the deal amount (see the live fee parameter on the deployed contract), charged only upon successful release of funds to the seller. Fees are set by the contract owner within a hard-coded maximum and are subject to change. Fees are non-refundable once a transaction has settled on-chain.

7. Your Responsibilities

You are solely responsible for:

  • The accuracy and legality of any listing, description, image, or other content you submit;
  • Ensuring that any goods or services you list, buy, or sell comply with all applicable laws in your jurisdiction and the jurisdiction of the counterparty;
  • Safeguarding your wallet, private keys, and seed phrase — we never have access to these and cannot recover them for you;
  • Verifying the identity, reliability, and legitimacy of any counterparty you transact with — the Service does not vet, verify, or endorse users;
  • Complying with our Acceptable Use Policy.

8. Prohibited Uses

You may not use the Site to list, offer, buy, sell, or facilitate the exchange of anything prohibited under our Acceptable Use Policy, which is incorporated into these Terms. Violation may result in the enforcement actions described in that Policy, including immediate removal of your listings from the Site and reporting to law enforcement where legally required or appropriate.

9. Assumption of Risk

You acknowledge and accept the following risks, among others inherent to blockchain-based systems:

  • Irreversibility. Blockchain transactions cannot be reversed, cancelled, or refunded outside of the mechanisms built into the Protocol itself (e.g., the dispute process described in Section 10). If you send funds to an incorrect address or interact with the Protocol incorrectly, we cannot recover your funds.
  • Smart contract risk. Despite testing (including fuzz testing and invariant testing — see our published test suite), the Protocol may contain undiscovered vulnerabilities. Use of unaudited or newly deployed smart contract code carries inherent risk of partial or total loss of funds.
  • No insurance or guarantee. Funds locked in the Protocol are not insured or guaranteed by us, any government agency, or any third party.
  • Market and technical risk. Digital asset prices are volatile; network congestion, gas price spikes, RPC provider outages, or wallet software issues may prevent or delay your ability to interact with the Protocol.
  • Counterparty risk. Because the Service does not verify user identity, you may transact with anonymous or pseudonymous counterparties. The Protocol's escrow and dispute mechanism reduces, but does not eliminate, the risk of dealing with a bad-faith counterparty.

10. Dispute Resolution Mechanism (On-Chain)

The Protocol includes a community-based dispute mechanism: if a buyer or seller opens a dispute, a panel of independently registered, randomly selected reviewers votes on the outcome (a 0%, 50%, or 100% split to the seller) within a fixed voting window, and the result is enforced automatically by the smart contract.

This on-chain mechanism is a feature of the Protocol, not a legal arbitration, mediation, or judicial process, and is entirely separate from any dispute you may have with us regarding these Terms (see Section 19). We do not control, review, or have the ability to override the outcome of an on-chain dispute vote. Reviewers are independent, unaffiliated third parties; we do not vet, train, supervise, or compensate them beyond the protocol fee mechanism defined in the smart contract, and we make no representation as to the quality, consistency, or correctness of their decisions.

11. Intellectual Property

The Site's design, branding, text, and underlying frontend source code (excluding open-source, source-verified smart contract code — see the verified contract on Basescan) are owned by us or our licensors and protected by applicable intellectual property laws. You may not copy, modify, distribute, or create derivative works from the Site except as expressly permitted.

You retain ownership of content you submit (listing text, images) but grant us a non-exclusive, worldwide, royalty-free license to display, reproduce, and distribute that content as necessary to operate the Site, for as long as it is displayed there. Note that content submitted as part of an on-chain transaction or uploaded to IPFS may persist independently of the Site — see Section 4.

12. Sanctions and Restricted Parties

You represent and warrant that you are not, and are not acting on behalf of, a person or entity that is: (a) listed on any restricted-party or sanctions list maintained by the United States, European Union, United Nations, or any other applicable authority; (b) located in, or a national or resident of, any comprehensively sanctioned country or region; or (c) otherwise prohibited from using the Site under applicable export control or sanctions laws. We may screen wallet addresses against publicly available sanctions data and block access to the Site accordingly, at our sole discretion and without notice.

13. Third-Party Services

The Site relies on third-party infrastructure we do not control, including blockchain RPC providers, wallet software (e.g., MetaMask, WalletConnect providers), IPFS pinning services (e.g., Pinata), and hosting infrastructure (Cloudflare). We are not responsible for the availability, security, or conduct of these third-party services, and your use of them is subject to their own terms.

14. Disclaimer of Warranties

THE SITE AND THE PROTOCOL ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SITE OR PROTOCOL WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY LISTING OR CONTENT SUBMITTED BY USERS.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DIGITAL ASSETS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE PROTOCOL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS SHALL NOT EXCEED [THE GREATER OF $100 USD OR THE FEES YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM — TO BE CONFIRMED WITH COUNSEL].

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

16. Indemnification

You agree to indemnify, defend, and hold harmless VaultPay and its officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising out of: your use of the Site; your violation of these Terms or the Acceptable Use Policy; your violation of any law or the rights of a third party; or any content you submit through the Site.

17. Termination of Site Access

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including suspected violation of these Terms or the Acceptable Use Policy. Termination of your access to the Site has no effect on the Protocol itself, on any deal you have already created on-chain, or on your ability to interact with the Protocol through means other than the Site (see Section 4).

18. Modifications to These Terms

We may update these Terms from time to time. Material changes will be reflected by an updated "Last updated" date. Continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

19. Governing Law and Dispute Resolution

[TO BE DETERMINED WITH COUNSEL.] These Terms (and any dispute between you and us regarding the Site, as distinct from on-chain disputes under Section 10) will be governed by the laws of [JURISDICTION], without regard to conflict-of-law principles. [Arbitration clause / venue selection / class-action waiver to be added based on the operating entity's jurisdiction and target user base.]

20. Severability; Entire Agreement

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. These Terms, together with the Acceptable Use Policy, constitute the entire agreement between you and us regarding the Site.

21. Contact

Questions about these Terms: [legal contact email/address to be added]

This document is a working draft prepared to accelerate legal review. It is not legal advice and must not be published, relied upon, or presented to users as binding until reviewed and approved by qualified legal counsel in each relevant jurisdiction.