Terms of Service

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and BidayaX LLC, a Delaware limited liability company ("BidayaX," "Company," "we," "us," or "our"), governing your access to and use of the Vaultheir platform, website located at vaultheir.com, mobile applications, and all related services (collectively, the "Services").

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL TERMS, DO NOT USE THE SERVICES.

ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 15. PLEASE READ CAREFULLY.

1. DEFINITIONS

• "Content" means any text, graphics, images, documents, files, or other materials uploaded, submitted, or transmitted through the Services.
• "Intellectual Property" or "IP" means patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Notarization" means the process of creating a cryptographic hash of Content and recording it on a distributed ledger.
• "User Account" means an account created by a User to access the Services.
• "Subscription" means a paid plan providing access to premium features.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding agreement. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2.2 Account Registration

To access certain features, you must create a User Account. You agree to:

• Provide accurate, current, and complete information
• Maintain the security of your password and account
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

2.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms, fraudulent activity, or any reason at our sole discretion, with or without notice.

3. SERVICES DESCRIPTION

3.1 IP Notarization Services

Vaultheir provides blockchain-based timestamping and notarization services for digital content using the Hedera Hashgraph distributed ledger. Our Services:

• Create cryptographic hashes (SHA-256) of your Content
• Record these hashes on the Hedera Hashgraph public ledger
• Provide certificates of notarization with transaction IDs
• Offer secure encrypted storage for your documents

3.2 Service Limitations

IMPORTANT DISCLAIMER: Vaultheir provides PROOF OF EXISTENCE at a specific point in time. Our Services do NOT constitute:

• Legal notarization by a commissioned notary public
• Registration with any government intellectual property office
• Legal advice or opinions on IP ownership or validity
• Guarantee of copyright, patent, or trademark protection
• Evidence admissible in all courts (jurisdiction-dependent)

4. USER CONTENT AND INTELLECTUAL PROPERTY

4.1 Your Content

You retain all ownership rights to Content you upload. By using our Services, you grant us a limited, non-exclusive license to:

• Process and hash your Content for notarization purposes
• Store encrypted copies as part of the Services
• Display Content to you within your account

4.2 Content Warranties

You represent and warrant that:

• You own or have rights to the Content you upload
• Your Content does not infringe any third-party rights
• Your Content complies with all applicable laws
• Your Content does not contain malware or harmful code

4.3 Our Intellectual Property

The Services, including but not limited to the Vaultheir name, logo, website design, software, algorithms, and documentation, are owned by BidayaX LLC and protected by intellectual property laws. You may not:

• Copy, modify, or distribute our proprietary materials
• Reverse engineer or decompile our software
• Use our trademarks without written permission
• Create derivative works based on our Services

5. PROHIBITED USES

You agree NOT to use the Services to:

• Upload illegal, fraudulent, or infringing content
• Falsely claim ownership of others' intellectual property
• Attempt to circumvent security measures
• Interfere with or disrupt the Services
• Use automated systems (bots, scrapers) without permission
• Resell or redistribute the Services without authorization
• Violate any applicable laws or regulations
• Upload content containing child exploitation material
• Engage in money laundering or terrorist financing
• Harass, threaten, or harm others

6. FEES AND PAYMENT

6.1 Subscription Plans

Certain features require a paid Subscription. Current pricing is available at vaultheir.com/pricing. Fees are subject to change with 30 days notice.

6.2 Billing

• Subscriptions are billed in advance on a monthly or annual basis
• All fees are non-refundable except as required by law
• You authorize us to charge your payment method automatically
• Failed payments may result in service suspension

6.3 Free Trial

Pro and Enterprise plans include a 7-day free trial. You may cancel before the trial ends to avoid charges. Only one free trial per user.

6.4 Cancellation

You may cancel your Subscription at any time. Cancellation takes effect at the end of the current billing period. No partial refunds are provided.

7. DISCLAIMERS OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

WE DO NOT WARRANT THAT:

• The Services will be uninterrupted, error-free, or secure
• Defects will be corrected
• Notarization records will be accepted as evidence in any legal proceeding
• The Services will meet your specific requirements
• Blockchain records will remain accessible indefinitely

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIDAYAX LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the Services
• Unauthorized access to your data
• Any third-party conduct on the Services
• Loss or corruption of your Content
• Blockchain network failures or delays

MAXIMUM LIABILITY: Our total liability shall not exceed the greater of (a) the fees you paid in the 12 months preceding the claim, or (b) $100 USD.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless BidayaX LLC and its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your Content
• Your violation of these Terms
• Your violation of any third-party rights
• Your violation of any applicable law

10. DMCA AND COPYRIGHT POLICY

We respect intellectual property rights and comply with the Digital Millennium Copyright Act (DMCA). See our separate DMCA Policy for details on reporting infringement and our counter-notification procedures.

11. PRIVACY

Your use of the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference.

12. MODIFICATIONS TO SERVICES AND TERMS

12.1 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Services at any time with or without notice.

12.2 Terms Modifications

We may update these Terms at any time. Material changes will be notified via email or in-app notice at least 30 days before taking effect. Continued use after changes constitutes acceptance.

13. TERMINATION

Either party may terminate this Agreement at any time. Upon termination:

• Your right to access the Services immediately ceases
• We may delete your Content after a 30-day grace period
• Blockchain records remain permanent and cannot be deleted
• Provisions that should survive termination shall survive

14. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Subject to the arbitration provisions below, any disputes shall be resolved in the state or federal courts located in Delaware.

15. DISPUTE RESOLUTION AND ARBITRATION

15.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us at support@bidayax.com and attempt to resolve disputes informally for at least 30 days.

15.2 Binding Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in Delaware, USA, or via telephone/video at your option.

15.3 Class Action Waiver

YOU AGREE THAT ANY CLAIMS WILL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

15.4 Exceptions

This arbitration agreement does not apply to: (a) claims in small claims court; (b) claims for injunctive relief for IP infringement; (c) claims that cannot be arbitrated under applicable law.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and BidayaX LLC.

16.2 Severability

If any provision is found unenforceable, the remaining provisions shall continue in effect.

16.3 Waiver

Our failure to enforce any right or provision shall not constitute a waiver.

16.4 Assignment

You may not assign your rights under these Terms without our written consent. We may assign our rights freely.

16.5 Force Majeure

We shall not be liable for failures due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, pandemics, or infrastructure failures.

17. CONTACT INFORMATION

For questions about these Terms: