BRISTLECONE VAULT MANUFACTURER PLATFORM AGREEMENT
Version 1.2
This Manufacturer Platform Agreement ("Agreement") is entered into between Bristlecone Vault LLC ("Platform") and the entity or individual completing the onboarding process ("Manufacturer"). By completing the onboarding process and activating a Manufacturer account, Manufacturer agrees to be bound by the terms of this Agreement.
Section 1 — Definitions
• "Platform" means Bristlecone Vault LLC and its tokenization marketplace operating at bristleconevault.com and related domains.
• "Token" means a non-fungible digital asset minted on the Polygon blockchain through the Platform representing ownership of a specific Physical Item. Such Tokens are intended to qualify as "Controllable Electronic Records" under applicable law.
• "Physical Item" means the tangible physical asset—including but not limited to trading cards, collectibles, precious metals, watches, art, and other physical goods—that a Token represents.
• "Certified Vault Partner" means a physical custody provider that has been reviewed, approved, and listed by the Platform as an authorized custodian of Physical Items submitted for tokenization.
• "Vault Attestation" means the formal declaration submitted by Manufacturer through the Platform confirming that a specific Physical Item is in the physical custody of a named Certified Vault Partner prior to minting.
• "Vault Partner Confirmation" means the independent confirmation submitted by the Certified Vault Partner through the Platform verifying receipt and custody of a specific Physical Item.
• "Minting" means the process by which the Platform creates a Token on the blockchain corresponding to a Physical Item following completion of the Vault Attestation and Vault Partner Confirmation process.
• "Redemption" means the process by which a Token holder burns their Token through the Platform in exchange for physical delivery of the corresponding Physical Item.
• "Royalty" means the percentage of each secondary market transaction involving a Token that is automatically routed to Manufacturer through the Platform's payment infrastructure.
• "Platform Fee" means the percentage of each transaction involving a Token that is retained by the Platform as compensation for services rendered.
Section 2 — Vault Attestation Requirements
2.1 — Mandatory Pre-Mint Attestation Manufacturer shall not submit any Physical Item for tokenization unless and until that Physical Item has been physically delivered to and accepted by a Certified Vault Partner. The Platform's minting functionality shall not be activated for any Physical Item until both of the following conditions are satisfied: (a) Manufacturer has submitted a complete Vault Attestation through the Platform, including: i. Identification of the specific Certified Vault Partner in possession of the Physical Item; ii. A description of the Physical Item matching the product record on file; iii. Upload of supporting documentation confirming vault intake (including but not limited to vault receipts, intake confirmations, shipping confirmations with delivery verification, or equivalent documentation acceptable to the Platform); and iv. Manufacturer's signed acknowledgment of the representations and warranties in Section 3 of this Agreement. (b) The named Certified Vault Partner has independently confirmed receipt and custody of the Physical Item through the Platform's vault confirmation process.
2.2 — Continuing Custody Obligation Manufacturer acknowledges and agrees that the custody representations made in the Vault Attestation are not limited to the moment of minting. Physical Items submitted for tokenization must remain in continuous certified custody until the corresponding Token is burned through the Platform's Redemption process. Manufacturer shall not instruct, request, or permit any Certified Vault Partner to release a Physical Item from custody except through the Platform's authorized Redemption process or with the Platform's prior written consent.
2.3 — Inventory Accuracy Manufacturer agrees to maintain accurate records of all Physical Items submitted for tokenization and to cooperate fully with any inventory reconciliation audit conducted by the Platform or its designated agents. Manufacturer shall notify the Platform within 24 hours of becoming aware of any discrepancy between the Physical Items in certified custody and the active Token records on the Platform.
2.4 — Platform Role and Responsibility Regarding Custody (a) Platform as Technology Provider. Manufacturer acknowledges and agrees that the Platform is a technology service provider only and does not, at any time, take physical possession, custody, or control of any Physical Item. The Platform has no role as a bailee, custodian, or fiduciary with respect to any Physical Item.
(b) Certified Vault Partner Program. The Platform requires that all Physical Items be stored with a "Certified Vault Partner." This certification indicates only that the partner has met the Platform's criteria as of the time of its review. The Platform makes no ongoing representations or warranties regarding the security, safety, solvency, insurance coverage, or performance of any Certified Vault Partner. Manufacturer is responsible for performing its own due diligence and managing its relationship with the Certified Vault Partner. The Platform reserves the right to decertify any Certified Vault Partner at any time and will provide Manufacturer with reasonable notice of any decertification affecting Physical Items currently in that partner's custody.
(c) Insurance Requirement. Manufacturer shall, at its sole expense, procure and maintain adequate insurance coverage for the full replacement value of all Physical Items submitted for tokenization against all risks of loss, damage, or theft. Manufacturer shall provide the Platform with evidence of such coverage upon request.
(d) Manufacturer's Sole Liability for Loss. Manufacturer bears sole and exclusive responsibility and liability for any loss, damage, theft, or destruction of any Physical Item while in the custody of a Certified Vault Partner. In the event of such a loss, Manufacturer shall be solely liable to affected Token holders and shall indemnify the Platform from any claims related thereto, as specified in Section 5.
Section 3 — Representations and Warranties
Manufacturer represents and warrants to the Platform and to Token holders, at the time of each Vault Attestation and on a continuing basis thereafter, that: (a) Item Exists. The Physical Item described in the Vault Attestation exists as a tangible physical object and has not been fabricated, misrepresented, or materially misdescribed. (b) Item is in Certified Custody. At the time of submitting the Vault Attestation, the Physical Item is in the physical possession of the named Certified Vault Partner and not in the possession of Manufacturer, any affiliate of Manufacturer, or any uncertified third party. (c) Item Matches Description. The Physical Item materially matches the product description, category, and condition claims provided on the Platform. Where grade or certification information is provided, Manufacturer represents that such information reflects a claim made by the identified third-party grading company and not an independent assertion by Manufacturer or by the Platform. The Platform records but does not independently verify grade claims. (d) Manufacturer Has Authority. Manufacturer owns the Physical Item or has full legal authority to tokenize and sell the Physical Item on behalf of its owner. (e) Item is Free of Encumbrances. The Physical Item is free and clear of all liens, claims, security interests, and encumbrances that would prevent or impair the transfer of ownership to a Token purchaser. (f) No Prior Tokenization. The Physical Item has not been previously tokenized on any other platform or blockchain and does not have any other active digital representation of ownership outstanding. (g) Compliance with Laws. Manufacturer's use of the Platform and tokenization of Physical Items complies with all applicable federal, state, and local laws and regulations.
Section 4 — Fraud and Misrepresentation
4.1 — Definition of Fraudulent Attestation For purposes of this Agreement, a "Fraudulent Attestation" occurs when Manufacturer submits a Vault Attestation containing any material misrepresentation of a past or existing fact with knowledge of its falsity, including but not limited to: (a) Claiming a Physical Item is in certified custody when it is not; (b) Submitting documentation that has been altered, fabricated, or does not accurately reflect the stated custody arrangement; (c) Tokenizing a Physical Item that does not exist, has been significantly misdescribed, or whose condition or grade information is materially inaccurate; (d) Instructing or permitting a Certified Vault Partner to release a Physical Item from custody without a corresponding Redemption through the Platform; (e) Colluding with a Certified Vault Partner or any third party to circumvent the Platform's custody verification process; or (f) Minting multiple Tokens purporting to represent the same Physical Item.
4.2 — Consequences of Fraudulent Attestation In the event the Platform determines, in its reasonable judgment, that a Fraudulent Attestation has occurred, the Platform reserves the right to take any or all of the following actions immediately and without prior notice: (a) Immediate Account Suspension; (b) Permanent Account Termination; (c) Freezing all Tokens associated with the fraudulent attestation; (d) Suspension of all Royalty payments; (e) Recovery from Manufacturer of any Royalties paid in connection with the fraudulent Tokens; (f) Recovery from Manufacturer of any fees, costs, or expenses incurred by the Platform in connection with the fraudulent activity, including costs of investigation, customer refunds, and legal fees; (g) Providing affected Token holders with a full refund of their purchase price from amounts recovered from Manufacturer or, at the Platform's discretion, from Platform reserves with subsequent recovery from Manufacturer; (h) Reporting the fraudulent activity to appropriate law enforcement agencies; and (i) Pursuing civil legal action against Manufacturer for damages.
4.3 — Fraud Reserve The Platform may, at its discretion, withhold a fraud reserve from Manufacturer's Royalty payments—not to exceed 10% of monthly Royalty earnings—for a period not to exceed 90 days following any Manufacturer's first 90 days of platform activity. This reserve shall be released to Manufacturer upon satisfactory completion of the initial operating period with no fraud incidents. The Platform will notify Manufacturer in writing if a fraud reserve is applied.
Section 5 — Indemnification
5.1 — Manufacturer Indemnification of Platform Manufacturer shall defend, indemnify, and hold harmless the Platform, its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Any Fraudulent Attestation submitted by Manufacturer; (b) Any breach of the representations and warranties in Section 3; (c) Any claim by a Token holder arising from Manufacturer's failure to maintain Physical Items in certified custody or from the loss or damage of a Physical Item in custody; (d) Any claim arising from inaccurate grade, condition, or certification information submitted by Manufacturer; or (e) Any violation of applicable law by Manufacturer in connection with its use of the Platform.
5.2 — Limitation of Platform Liability The Platform's liability to Manufacturer shall not exceed the total Platform Fees collected from Manufacturer in the 12 months preceding the event giving rise to the claim. The Platform shall not be liable for any indirect, consequential, incidental, special, or punitive damages.
Section 6 — Royalties and Fee Structure
6.1 — Royalty Rate Manufacturer shall receive a Royalty on each secondary market transaction involving Manufacturer's Tokens at the rate specified in Manufacturer's fee configuration at the time of each transaction. The current standard Royalty rate is set forth in the Platform's published fee schedule, which may be updated with 30 days written notice to Manufacturer.
6.2 — Platform Fee The Platform shall retain a Platform Fee on each transaction involving Manufacturer's Tokens at the rate specified in the Platform's published fee schedule. The current fee schedule is published at bristleconevault.com/legal/fees and is incorporated herein by reference. The Platform will provide 30 days written notice of any changes to the fee schedule.
6.3 — Atomic Payment Settlement All payments shall be settled atomically through the Platform's payment infrastructure. Manufacturer acknowledges that payment splits between Manufacturer, Token sellers, and the Platform occur simultaneously within a single transaction and cannot be reversed except through the Platform's dispute resolution process.
6.4 — Payout Schedule Royalty payments shall be transferred to Manufacturer's connected bank account on a rolling 7-day basis, subject to any fraud reserve withholding described in Section 4.3 and any amounts under dispute or investigation.
Section 7 — Termination
7.1 — Termination by Manufacturer Manufacturer may terminate this Agreement at any time by providing 30 days written notice to the Platform. Termination does not affect Tokens already minted — existing Tokens remain valid and Royalties continue to accrue on secondary transactions involving existing Tokens following termination. No new Tokens may be minted following the effective date of termination. Manufacturer's Stripe Connect account shall remain active following termination for the sole purpose of receiving ongoing Royalty payments on existing Tokens.
7.2 — Termination by Platform for Cause The Platform may terminate this Agreement immediately and without notice upon: (a) Any Fraudulent Attestation as defined in Section 4.1; (b) Any material breach of this Agreement that remains uncured 10 days after written notice; (c) Manufacturer's insolvency, bankruptcy, or cessation of business operations; or (d) Any action by Manufacturer that the Platform reasonably believes creates legal, regulatory, or reputational risk to the Platform.
7.3 — Effect of Termination for Cause Upon termination for cause, all pending Royalty payments shall be suspended pending resolution of any outstanding claims. The Platform reserves the right to apply suspended Royalties against any amounts owed by Manufacturer to the Platform or to affected Token holders.
Section 8 — Dispute Resolution
8.1 — Governing Law This Agreement shall be governed by the laws of the State of Tennessee without regard to conflict of law principles.
8.2 — Dispute Resolution Process Any dispute arising under this Agreement shall first be submitted to good faith negotiation between the parties for a period of 30 days. If not resolved through negotiation, disputes shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in Nashville, Tennessee. The parties agree that this agreement to arbitrate is valid, enforceable, and irrevocable.
8.3 — Exception for Injunctive Relief Nothing in this Section prevents either party from seeking emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.
Section 9 — General Provisions
9.1 — Entire Agreement This Agreement, together with the Platform's Terms of Service and Privacy Policy incorporated herein by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.
9.2 — Amendment The Platform may amend this Agreement with 30 days written notice to Manufacturer. Manufacturer's continued use of the Platform following the effective date of any amendment constitutes acceptance of the amended terms.
9.3 — Severability If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.
9.4 — No Waiver Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision in the future.
9.5 — Independent Contractors The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
9.6 — Notices All notices under this Agreement shall be sent to the email address on file in Manufacturer's Platform account and shall be deemed received 24 hours after sending.
Manufacturer Acknowledgment
☐ I understand that submitting a Vault Attestation for a Physical Item not in certified custody constitutes fraudulent misrepresentation under this Agreement and applicable Tennessee law.
☐ I understand that the Platform may immediately terminate my account and pursue civil liability, including recovery of all costs and damages, for any Fraudulent Attestation.
☐ I understand that Physical Items must remain in certified custody with a Certified Vault Partner until formally redeemed through the Platform's authorized Redemption process.
☐ I understand that any grade or certification information I submit is recorded as a manufacturer's claim only and is not independently verified or warranted by the Platform.
☐ I confirm that I bear sole and exclusive responsibility for the physical custody, safety, and insurance of all Physical Items I submit for tokenization, and that the Platform has no role as a bailee, custodian, or fiduciary with respect to any Physical Item.
By completing the Platform onboarding process and activating a Manufacturer account, Manufacturer acknowledges that they have read, understood, and agree to be bound by this Agreement, including the specific acknowledgments above.