Terms of Use and Idea Submission Terms

VAULTWORK TERMS OF USE AND IDEA SUBMISSION TERMS

These Terms of Use and Idea Submission Terms (the “Terms”) govern access to and use of Vaultwork, including the submission, publication, viewing, and use of business ideas and related content.

Vaultwork is operated by ROA Advertising LLC, d/b/a Vaultwork, a Florida limited liability company (“Vaultwork,” “we,” “us,” or “our”).

By accessing or using Vaultwork, you agree to these Terms. If you submit an Idea, you also expressly agree to the Idea Submission provisions below.

1. United States Service

Vaultwork is currently operated for users in the United States.

Vaultwork does not currently offer paid products or paid marketplace transactions through the Service.

2. Eligibility

You must be at least 18 years old to submit an Idea or other content to Vaultwork.

By submitting content, you represent that you are at least 18 years old and have legal capacity to agree to these Terms.

Vaultwork is not directed to children under 13.

3. What Vaultwork Is

Vaultwork is a public platform where people may share business ideas so that other people can discover, evaluate, discuss, develop, modify, pursue, or build upon those ideas.

During this phase of the Service:

Ideas are free to submit;

Ideas are free to read;

Ideas are public;

Ideas are non-confidential;

Ideas are non-exclusive;

no payment is required to access an Idea; and

no compensation is owed merely because another person reads, uses, develops, or acts upon an Idea.

Vaultwork does not sell businesses, franchises, securities, investments, employment opportunities, or exclusive commercial rights.

4. Public and Non-Confidential Ideas

IMPORTANT

Anything you submit as an Idea is intended for public disclosure. Do not submit an Idea if you want or expect it to remain confidential.

By submitting an Idea, you acknowledge and agree that:

the Idea may be publicly displayed and accessible to anyone;

other people may already know, be developing, or later independently develop the same or a similar idea;

other users may read, evaluate, develop, modify, pursue, implement, commercialize, compete with, or otherwise act upon the same or a similar idea;

no user is required to obtain your permission merely to pursue the underlying idea;

no user owes you compensation merely because the user learned of, pursued, or implemented the underlying idea through Vaultwork; and

Vaultwork does not promise or provide exclusivity, confidentiality, intellectual-property protection, compensation, attribution, or commercial participation merely because an Idea is submitted.

DO NOT SUBMIT IF YOU EXPECT EXCLUSIVITY

If you are unwilling to make an Idea public and non-exclusive on these terms, do not submit it to Vaultwork.

5. Ideas Are Not Assigned to Vaultwork or Other Users

Submitting an Idea does not assign ownership of the Idea to Vaultwork.

Viewing an Idea does not transfer ownership of the Idea to another user.

Vaultwork does not operate an intellectual-property assignment marketplace during this phase of the Service.

No intellectual-property assignment occurs merely because an Idea is submitted, displayed, viewed, saved, shared, discussed, or pursued through Vaultwork.

Nothing in these Terms creates ownership rights in an idea, concept, fact, method, system, or other subject matter that applicable law does not recognize as protectable intellectual property.

6. Important Intellectual-Property Warning

Public disclosure can affect intellectual-property rights.

For example, publicly disclosing information may affect trade-secret protection and, depending on the circumstances and jurisdiction, may affect patent rights or the ability to seek patent protection.

Vaultwork does not evaluate whether your Idea is patentable, proprietary, protectable, or commercially valuable.

BEFORE YOU POST

If maintaining secrecy or obtaining intellectual-property protection is important to you, you should consult an appropriate attorney before posting the Idea publicly.

7. Your Written Submission

For purposes of these Terms:

an “Idea” means the underlying concept, problem, opportunity, approach, or business proposition described through Vaultwork; and

“Submission Content” means the particular text, images, files, or other expressive material you submit to describe that Idea.

As between you and Vaultwork, you retain any copyright or other rights you may lawfully have in your original Submission Content.

That does not mean you own the underlying Idea itself or that the Idea is novel, unique, exclusive, or legally protectable.

8. License to Vaultwork

By submitting Submission Content, you grant Vaultwork a worldwide, non-exclusive, royalty-free, sublicensable license to:

host;

store;

reproduce;

format;

adapt for technical or display purposes;

display;

distribute;

index;

search;

excerpt;

promote; and

otherwise use the Submission Content as reasonably necessary to operate, improve, moderate, market, and promote Vaultwork and the Idea you submitted.

This license includes the right to display portions of the Submission Content in search results, previews, social media, marketing materials, emails, and similar communications promoting Vaultwork.

Vaultwork does not obtain ownership of your Submission Content merely because you grant this license.

9. Use of Ideas by Other Users

Vaultwork is specifically designed to allow people to discover ideas that they may want to build.

Accordingly, users may use information contained in a publicly posted Idea to independently:

research the concept;

modify it;

develop it;

create a business around it;

create products or services based upon it;

compete in the same market; or

otherwise pursue the concept commercially.

This permission to act upon an Idea does not give users permission to infringe copyright in the author’s original written expression.

For example, a user may build a business based upon an Idea but may not simply copy the Idea author’s written post and falsely publish or sell the text as the user’s own work.

10. No Compensation

Submission of an Idea does not create a right to payment.

You acknowledge that you are not entitled to compensation from Vaultwork or another user merely because:

another person reads your Idea;

another person saves or shares your Idea;

another person contacts you;

another person independently develops a similar idea;

another person builds a business based upon the concept;

another person commercially succeeds using the concept; or

Vaultwork displays or promotes the Submission Content pursuant to these Terms.

Any future paid product, licensing arrangement, partnership, investment, acquisition, employment relationship, or other transaction would require separate terms applicable to that transaction.

11. No Confidential Relationship

Submitting an Idea does not create:

an NDA;

a confidential relationship;

an attorney-client relationship;

a fiduciary relationship;

a partnership;

a joint venture;

an agency relationship;

an employment relationship; or

an obligation by Vaultwork or another user to keep the Idea confidential.

Vaultwork does not accept Ideas on a confidential basis.

12. Your Representations About Submitted Content

When you submit content, you represent and warrant that:

you created the Submission Content or otherwise have sufficient rights and permission to submit and publicly display it;

your Submission Content does not knowingly infringe another person’s copyright, trademark, privacy, publicity, or other legal rights;

you are not submitting confidential information, trade secrets, information subject to an NDA, or information you are legally or contractually prohibited from disclosing;

you are not submitting proprietary information belonging to your employer, former employer, client, customer, business partner, or another third party without authorization;

your Submission Content is not materially deceptive as to its source or authorship; and

your submission complies with the Vaultwork Content Policy.

No Warranty of Novelty

You are not representing or warranting that the underlying Idea is:

novel;

unique;

original in the patent-law sense;

proprietary;

protectable;

unknown to others; or

first conceived by you.

Vaultwork expects that similar ideas may be independently conceived by multiple people.

13. AI-Assisted Content

You may use lawful tools, including artificial-intelligence tools, to assist in preparing Submission Content, provided that you remain responsible for everything you submit.

You may not use AI or any other tool to:

reproduce material you do not have permission to use;

fabricate personal claims about another person;

disguise plagiarism;

disclose confidential information;

impersonate another person; or

evade the Content Policy.

Vaultwork may require additional disclosure concerning AI-assisted submissions in the future.

14. Prohibited Content and Conduct

You may not use Vaultwork to submit, promote, facilitate, or distribute content prohibited by the Vaultwork Content Policy, which is incorporated into these Terms.

Among other things, you may not submit content that:

infringes intellectual-property rights;

discloses trade secrets or confidential information;

facilitates fraud or illegal activity;

contains unlawfully obtained personal information;

impersonates another person;

constitutes spam;

contains malicious software; or

otherwise violates applicable law.

15. No Guarantee That an Idea Will Be Used

Vaultwork does not guarantee that:

anyone will read an Idea;

anyone will contact the submitter;

anyone will develop the Idea;

the Idea is commercially viable;

the Idea is legally protectable;

the Idea is legally permissible in a particular industry;

the Idea is actually new; or

pursuing the Idea will produce revenue, funding, customers, profitability, or any other result.

Vaultwork is a discovery platform, not a guarantee of commercial success.

16. Information Is Provided “As Is”

Ideas and other content on Vaultwork are submitted by users.

Vaultwork does not independently verify every factual statement, projection, assumption, source, claim, recommendation, or business theory posted by users.

You are responsible for conducting your own due diligence before acting upon information you find through Vaultwork.

Nothing on Vaultwork should be treated as legal, tax, accounting, investment, securities, medical, engineering, or other regulated professional advice unless expressly identified as such by an appropriately licensed professional.

17. User Interactions

Users are responsible for their own communications, negotiations, agreements, and relationships with other users.

Vaultwork is not a party to agreements independently entered into between users unless Vaultwork expressly agrees otherwise in writing.

You should independently evaluate another person’s identity, qualifications, claims, and intentions before entering into any transaction or sharing confidential information outside Vaultwork.

18. Removal and Moderation

Vaultwork may, but is not required to, review content.

Vaultwork may remove, restrict, edit for formatting, disable access to, or refuse to publish content when Vaultwork reasonably believes that the content:

violates these Terms;

violates the Content Policy;

presents legal or security risk;

infringes or may infringe third-party rights;

is fraudulent, deceptive, abusive, or harmful;

is technically harmful to the Service; or

is otherwise inappropriate for Vaultwork.

Vaultwork may also preserve content or related records where reasonably necessary for legal, security, fraud-prevention, dispute, or compliance purposes.

19. Copyright Complaints

Vaultwork respects intellectual-property rights.

Copyright complaints should be submitted according to the Vaultwork DMCA Copyright Policy available at /dmca.

The DMCA procedure is intended for copyright complaints and should not be used merely because someone posted an idea that is similar to yours.

Copyright generally protects original expression, not the mere existence of an idea or concept.

20. Privacy

Vaultwork’s collection and use of personal information is described in the Vaultwork Privacy Policy available at /privacy.

21. Service Availability and Changes

Vaultwork may modify, suspend, discontinue, add, or remove features from the Service.

Vaultwork does not guarantee uninterrupted or error-free availability.

Vaultwork may modify these Terms prospectively. The Effective Date at the top identifies the current version.

For Idea submissions, Vaultwork will maintain records identifying the version of the Terms accepted at the time of submission.

22. Disclaimer of Warranties

DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VAULTWORK AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ROA ADVERTISING LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND COMMERCIAL SUCCESS, EXCEPT TO THE EXTENT A WARRANTY CANNOT LAWFULLY BE DISCLAIMED.

23. Limitation of Liability

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROA ADVERTISING LLC, VAULTWORK, AND THEIR OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, LOSS OF GOODWILL, OR DAMAGES ARISING FROM ANOTHER PERSON’S USE OR DEVELOPMENT OF AN IDEA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ROA ADVERTISING LLC ARISING OUT OF OR RELATING TO THE FREE SERVICE WILL NOT EXCEED $100.

These limitations do not apply to liability that cannot lawfully be excluded or limited.

24. Indemnification

To the maximum extent permitted by law, if you submit content to Vaultwork, you agree to defend, indemnify, and hold harmless ROA Advertising LLC and its officers, owners, employees, and agents from third-party claims, losses, liabilities, damages, and reasonable costs arising from:

your Submission Content;

your violation of these Terms;

your violation of the Content Policy;

your infringement or misappropriation of another person’s rights; or

your unlawful conduct through the Service.

Vaultwork will provide reasonable notice of a covered claim and may control the defense where appropriate.

25. Governing Law and Venue

These Terms and disputes arising out of or relating to these Terms or Vaultwork will be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

To the fullest extent permitted by applicable law, proceedings arising out of or relating to these Terms or Vaultwork must be brought exclusively in:

the appropriate state court located in Miami-Dade County, Florida; or

where federal jurisdiction exists, the United States District Court for the Southern District of Florida.

You consent to the personal jurisdiction of those courts.

Nothing in these Terms eliminates a right or forum that applicable law does not permit to be waived.

26. Electronic Acceptance and Records

Electronic acceptance of these Terms has the same force and effect as written acceptance.

For Idea submissions, Vaultwork may maintain evidence including:

submitter name;

submitter email;

IP address;

timestamp;

Idea identifier;

Terms version;

Privacy Policy version;

Content Policy version;

checkbox language;

acceptance status; and

relevant technical records.

27. Severability

If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will continue in effect.

28. Entire Agreement

These Terms, together with the Privacy Policy, Content Policy, and policies expressly incorporated by reference, constitute the agreement between you and Vaultwork concerning use of the Phase 1 Service.

29. Contact

ROA Advertising LLC d/b/a Vaultwork

Florida, United States

Support: hello@vaultwork.app