Terms & Conditions
1. Agreement to Terms
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Sesame Vault Inc ("Sesame Vault", "we", "us", or "our"), governing your access to and use of the Sesame Vault platform, including all software, tools, dashboards, data, APIs, and related services (collectively, the "Platform").
By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accessing the Platform on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.
If you do not agree to these Terms, you must not access or use the Platform.
2. Definitions
"Client Data" means any data, content, or information submitted to or processed through the Platform by you or on your behalf.
"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Documentation" means any technical or operational documentation provided by Sesame Vault relating to the Platform.
"Order Form" means the commercial agreement executed between Sesame Vault and Client specifying the subscription tier, fees, and any additional terms applicable to that engagement.
"Platform" means the Sesame Vault reserve intelligence software, APIs, analytics dashboards, and any associated tools or services made available to Client.
"Reserve Data" means data relating to stablecoin reserve portfolios, collateral compositions, custodian allocations, and related financial information processed through the Platform.
"Subscription Term" means the period during which Client is authorised to access the Platform, as specified in the applicable Order Form.
3. Platform Access and Licence
3.1 Licence Grant. Subject to these Terms and timely payment of all applicable fees, Sesame Vault grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely for your internal business purposes during the Subscription Term.
3.2 Authorised Users. You may permit your employees and contractors to access the Platform as authorised users, provided that you remain responsible for their compliance with these Terms and that the number of authorised users does not exceed any limits specified in your Order Form.
3.3 Restrictions. You must not, and must not permit any third party to: (a) copy, modify, or create derivative works of the Platform or Documentation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform; (c) sublicense, sell, resell, transfer, assign, or otherwise commercialise the Platform or your rights under these Terms; (d) use the Platform to build a competing product or service; (e) use the Platform in any manner that violates applicable laws or regulations; or (f) access the Platform by any means other than through the interfaces provided by Sesame Vault.
3.4 Suspension. Sesame Vault reserves the right to suspend your access to the Platform immediately upon notice if we reasonably believe you are in material breach of these Terms, if your use poses a security or operational risk to the Platform or other clients, or if required to do so by applicable law.
4. Fees and Payment
4.1 Fees. You agree to pay all fees specified in the applicable Order Form. Fees are quoted in US dollars unless otherwise stated and are exclusive of applicable taxes.
4.2 Payment Terms. Unless otherwise agreed in an Order Form, fees are due and payable within thirty (30) days of the invoice date.
4.3 Late Payment. Overdue amounts will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the date payment was due until the date payment is received in full.
4.4 Taxes. You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Platform, excluding taxes on Sesame Vault's net income.
4.5 Fee Changes. Sesame Vault may adjust fees at the start of any renewal Subscription Term upon not less than sixty (60) days prior written notice.
5. Client Data and Privacy
5.1 Ownership. As between the parties, you retain all rights, title, and interest in and to Client Data. Sesame Vault does not claim any ownership rights in your Client Data.
5.2 Licence to Client Data. You grant Sesame Vault a limited, non-exclusive licence to process, store, and use Client Data solely as necessary to provide and improve the Platform and as otherwise described in our Privacy Policy.
5.3 Data Security. Sesame Vault maintains reasonable and appropriate technical and organisational security measures designed to protect Client Data against unauthorised access, disclosure, alteration, or destruction. Further details are set out in our Security Documentation, available on request.
5.4 Privacy Policy. Our collection and use of personal data in connection with the Platform is governed by our Privacy Policy, which is incorporated into these Terms by reference.
5.5 Aggregate Data. Sesame Vault may collect and use anonymised and aggregated data derived from Client Data for purposes of improving the Platform, conducting market research, and producing industry benchmarks, provided that such data cannot reasonably be used to identify you or any individual.
6. Confidentiality
6.1 Obligations. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those set out here; and (c) use Confidential Information solely for the purposes of exercising rights or fulfilling obligations under these Terms.
6.2 Exceptions. The obligations in Section 6.1 do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates with any effort to seek a protective order.
6.3 Duration. Confidentiality obligations survive for three (3) years following the expiry or termination of these Terms, except in respect of trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
7. Intellectual Property
7.1 Platform Ownership. As between the parties, Sesame Vault owns all rights, title, and interest in and to the Platform, Documentation, and all intellectual property rights therein, including all improvements, enhancements, and modifications made to the Platform.
7.2 Feedback. If you provide Sesame Vault with feedback, suggestions, or ideas relating to the Platform ("Feedback"), you hereby assign to Sesame Vault all rights in such Feedback and agree that Sesame Vault may use it freely without obligation or restriction.
7.3 Branding. Neither party may use the other party's name, logo, or trademarks without prior written consent, except that Sesame Vault may identify you as a client in its marketing materials unless you request otherwise in writing.
8. Not Financial or Investment Advice
8.1 Informational Purposes Only. The Platform provides data analytics, portfolio intelligence, and compliance monitoring tools. Nothing on the Platform constitutes financial advice, investment advice, legal advice, tax advice, or any other form of professional advice regulated under applicable law.
8.2 No Fiduciary Duty. Sesame Vault does not act as a fiduciary, investment adviser, broker-dealer, custodian, or regulated financial institution in connection with the Platform. Use of the Platform does not create any such relationship between you and Sesame Vault.
8.3 Your Responsibility. All investment, treasury, and portfolio management decisions are made solely by you. You are solely responsible for evaluating the suitability of any information, analysis, or data provided through the Platform for your particular circumstances.
8.4 No Guarantee of Outcomes. Past performance data and modelled projections available through the Platform do not guarantee future results. Reserve management and yield optimisation carry inherent risks and Sesame Vault makes no representation or warranty regarding the accuracy of forward-looking information.
9. Regulatory Compliance
9.1 Your Compliance Obligations. You are solely responsible for ensuring that your use of the Platform complies with all laws, regulations, and rules applicable to your business and jurisdiction, including but not limited to anti-money laundering (AML), know your customer (KYC), sanctions, securities, banking, and digital asset regulations.
9.2 Regulatory Changes. Sesame Vault endeavours to update the Platform to reflect material changes in applicable regulatory frameworks, including the GENIUS Act, MiCA, and applicable state regulations. However, Sesame Vault does not warrant that the Platform will always reflect the most current regulatory requirements and you should not rely solely on the Platform for regulatory compliance purposes.
9.3 Restricted Jurisdictions. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive trade sanctions by the United States, United Kingdom, or European Union. Sesame Vault reserves the right to restrict access to the Platform from any jurisdiction at any time.
10. Warranties and Disclaimers
10.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) its performance under these Terms will not violate any applicable law or third-party rights; and (c) these Terms, once executed, will constitute a valid and binding obligation.
10.2 Platform Warranty. Sesame Vault warrants that it will use reasonable efforts to ensure the Platform performs materially in accordance with the Documentation during the Subscription Term, and that it will provide support and maintenance services in a professional and workmanlike manner.
10.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 10.2, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". SESAME VAULT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SESAME VAULT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR FREE, OR COMPLETELY SECURE.
11. Limitation of Liability
11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Aggregate Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SESAME VAULT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Exceptions. The limitations in this Section 11 do not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations; (c) damages arising from a party's gross negligence or wilful misconduct; or (d) either party's breach of its confidentiality obligations.
12. Indemnification
12.1 By Client. You agree to indemnify, defend, and hold harmless Sesame Vault and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Platform in violation of these Terms; (b) Client Data, including any claim that Client Data infringes the rights of a third party; or (c) your violation of any applicable law or regulation.
12.2 By Sesame Vault. Sesame Vault agrees to indemnify, defend, and hold harmless Client from and against any third party claim alleging that the Platform, as used in accordance with these Terms, infringes any patent, copyright, trademark, or trade secret of a third party.
12.3 Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.
13. Term and Termination
13.1 Term. These Terms commence on the date you first access the Platform and continue until the expiry or termination of your last active Subscription Term, unless earlier terminated.
13.2 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or similar proceedings.
13.3 Effect of Termination. Upon expiry or termination: (a) all licences granted to you under these Terms will immediately cease; (b) you must cease all use of the Platform; (c) each party will promptly return or destroy the other party's Confidential Information upon request; and (d) Sesame Vault will make Client Data available for export for a period of thirty (30) days following termination, after which it may be deleted.
13.4 Survival. Sections 5, 6, 7, 8, 10.3, 11, 12, 13.3, 13.4, and 14 survive expiry or termination of these Terms.
14. General Provisions
14.1 Governing Law: State of New York. These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
14.2 Dispute Resolution. The parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. If a dispute cannot be resolved within thirty (30) days of written notice, it shall be referred to and finally resolved by binding arbitration under the rules of the London Court of International Arbitration (LCIA), with a single arbitrator, conducted in English, and seated in London.
14.3 Amendments. Sesame Vault may update these Terms from time to time. We will provide at least thirty (30) days' prior notice of material changes via email or a prominent notice on the Platform. Your continued use of the Platform after the effective date of any changes constitutes acceptance of the updated Terms.
14.4 Entire Agreement. These Terms, together with any applicable Order Form and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.
14.5 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
14.6 Waiver. The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
14.7 Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder without the prior written consent of Sesame Vault. Sesame Vault may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
14.8 Force Majeure. Neither party will be in breach of these Terms for any failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government action, or failure of third-party telecommunications infrastructure.
14.9 Notices. All legal notices under these Terms must be in writing and delivered by email to the address on record or by post to the registered office of the relevant party.
15. Contact
For questions about these Terms, please contact:
Sesame Vault Inc — Legal & Compliance Team legal@sesamevault.com