Veri5 Operating Charter

Preamble

The Veri5 Network is an operator-led, permissioned, gasless distributed ledger purpose-built for verifiable records and credentials, operated by a single named, accountable organization — Hefes LLC.

This Charter sets out how the Network is run: who operates it, the commitments the operator makes, how third parties may run nodes, how the Network and the ability to verify its records survive the failure of the operator, and how participants are protected from, and accountable for, the risks of using shared verification infrastructure.

Governance is named and accountable. The Network uses no token, no cryptocurrency, and no anonymous or token-weighted control. It is not a collective, a joint venture, or an investment scheme: it is infrastructure operated by one identified, vetted company, subject to the commitments below.

Article 1Purpose and Status

1.1 This Charter governs the operation of the Veri5 Network (the "Network") and states the Operator's binding commitments in respect of it.

1.2 This Charter is a governance and trust instrument, not a service contract. Commercial terms (service levels owed to customers, pricing of sealing and credential services) are set out in separate agreements.

1.3 The Charter is published at veri5.technology. The version published there, identified by version number and date, is the authoritative text.

Article 2Definitions

"Operator" — Hefes LLC, a limited liability company organized under the laws of the State of Wyoming, United States, the developer and operator of the Network.

"Node Operator" — a third party accredited by the Operator to run one or more validator nodes under the Node Operator Terms (Article 5). A Node Operator provides infrastructure only and holds no ownership of, or governance authority over, the Network.

"Network Software" — the node client, consensus, and verification software required to operate and verify the Network.

"Springing License" — the license described in Article 10.

"PRC Counterpart" — the ledger designed for operation within the People's Republic of China, interoperating with the Network under Article 14.

Article 3The Network

3.1 Consensus. The Network operates QBFT (Byzantine fault tolerant) consensus among named validator nodes. Blocks are final upon supermajority signature; the Network does not fork and does not reorganize finalized history.

3.2 Gasless; no token. The Network charges no on-chain transaction fees and has no native token or cryptocurrency. Nothing in this Charter creates, and no participant may create on the Network, any instrument of investment, speculation, or payment.

3.3 Standards. Credentials issued on the Network shall conform to open standards (W3C Verifiable Credentials; Open Badges 3.0) such that verification is possible using published issuer keys and status registries, without dependence on any single party's infrastructure.

3.4 Records discipline. The Network records cryptographic proofs. Personal data and record content are kept off-chain by design. On-chain anchors derived from personal data shall use salted or keyed hashing such that erasure obligations can be met by destruction of off-chain material.

Article 4The Operator

4.1 Role. The Operator develops, runs, and is accountable for the Network. Decisions over the protocol roadmap, releases, admissions, and Network policy rest with the Operator, exercised subject to this Charter and applicable law.

4.2 Accountability. The Operator is a named, identifiable legal entity. It does not operate the Network through anonymous parties, and it does not delegate control of the Network to any token, poll, or unnamed group.

4.3 Operator commitments. The Operator commits to: (a) run the Network to the standards in Article 3; (b) maintain the public registry in Article 8; (c) maintain the continuity, escrow, and verification-independence arrangements in Articles 10–11; (d) apply fees only as permitted by Article 9; and (e) comply with Article 13. These commitments run to participants and are enforceable through the agreements that incorporate this Charter.

4.4 Transparency of change. Material changes to Network policy or to this Charter are published with a version number and date (Article 15). The Operator does not make unpublishable side arrangements that alter the commitments in this Charter.

Article 5Node Operators

5.1 Accreditation. The Operator may accredit third parties to run validator nodes under the Node Operator Terms (Schedule B). A Node Operator is admitted on the basis of legal standing and good repute, demonstrated security posture, disclosure of beneficial ownership on request, and sanctions screening. Accreditation is at the Operator's discretion; the Operator may decline, suspend, or withdraw it.

5.2 No governance rights. A Node Operator provides infrastructure only. Accreditation confers no equity, no ownership of intellectual property, no revenue share, no voting or control right, and no perpetual entitlement of any kind.

5.3 Obligations. Operate node(s) at their own cost to the service levels in Schedule B; maintain key hygiene and incident reporting; cooperate with audits authorized by the Operator; keep node hosting details confidential (Article 8.4).

5.4 Early node operators. The Operator may recognize early Node Operators (for example, by a fee waiver for a stated term or a non-transferable "Founding Node Operator" designation). Any such recognition is a courtesy, is personal to the party, confers none of the rights excluded by 5.2, and expires per its terms.

5.5 Exit. A Node Operator may withdraw on ninety (90) days' notice; the Operator may end accreditation for material breach after written notice and a thirty (30) day cure period where the breach is curable, and immediately for provable consensus misbehavior pending review.

Article 6Public-Sector Participation

6.1 Government agencies and public institutions may participate — for example by running a node, or by issuing or relying on credentials. Node-operation fees, if any, are waived for public bodies as a published policy applying to the class as a whole.

6.2 Public-sector participation is established by a memorandum of understanding suitable for publication. The Operator does not enter into unpublishable side arrangements with public bodies.

6.3 Participation creates no procurement relationship or commitment in either direction. Any acquisition of services proceeds under the body's ordinary procurement rules, independent of participation.

6.4 All benefits under this Article flow to the participating institution. No benefit of any kind is offered or given to individual officials. Participants shall not state or imply endorsement by any government without that government's written authorization; factual statements of participation (e.g., that an agency operates a node) are permitted.

Article 7Technical Committee

7.1 The Operator may convene a Technical Committee of engineers, which may include nominees of Node Operators, to advise on protocol and upgrade proposals, security advisories, and Schedule B maintenance. The Committee is advisory; decisions rest with the Operator under Article 4.

Article 8Node Operations and the Public Registry

8.1 Public registry. The Operator maintains at veri5.technology a public Validator Registry disclosing, for each validator node: the operating organization's legal name (the Operator, or an accredited Node Operator), the country (and, where consented, the region) of operation, and the date the node joined. The registry is the public face of the Network's accountability model.

8.2 Bootstrap disclosure. During the bootstrap phase, nodes operated by the Operator are disclosed in the registry as such, and the registry states the current count of independent Node Operators plainly, together with the Operator's resilience objective (Article 11.6).

8.3 What is never published. Physical addresses, hosting providers, IP addresses, network topology, and key-management arrangements are confidential. Publication of operator identity establishes accountability; publication of infrastructure detail would create attack surface and is prohibited.

8.4 Participants shall treat other participants' infrastructure details as confidential information.

8.5 Production-grade hosting. Nodes serving the production Network shall be hosted in facilities meeting the baseline in Schedule B (physical security, power and network redundancy). Residential or otherwise non-conforming hosting is permissible only on the test network or with the Operator's written waiver, and shall not be counted toward the fault-tolerance quorum disclosed to enterprise customers.

Article 9Fees

9.1 Fees are set out in Schedule A. Fees are consideration for participation and services; they are not investments and confer no expectation of profit or return.

9.2 The fee schedule exists from adoption of this Charter, including during any period in which waivers (Articles 5–6) apply. Waivers are waivers of a stated fee, not the absence of one.

9.3 Non-distribution. Collected fees are applied solely to Network purposes — shared infrastructure, security, audits, insurance, and administration — and to the Operator (or a successor operator) as consideration for operating services. No fee revenue is distributed to Node Operators or any participant as profit, dividend, rebate, or any other allocation, in any circumstance. Participation in any capacity confers no expectation of financial return of any kind.

Article 10Intellectual Property and the Springing License

10.1 The Network Software and associated documentation are and remain the property of the Operator (or its licensors). Participation confers no ownership.

10.2 Springing License. The Operator grants to the accredited Node Operators (and, upon its establishment under Article 11.5, to a successor steward) a perpetual, irrevocable, royalty-free, non-exclusive license to use, maintain, and modify the Network Software and documentation solely to continue operation of the Network, which license becomes exercisable only upon a Continuity Event.

10.3 Continuity Events: (a) insolvency, dissolution, or cessation of business of the Operator; (b) abandonment, meaning no security maintenance or releases and no substantive response to participants for six (6) consecutive months; (c) uncured material failure of the Operator's continuity obligations under Article 11, following notice and a sixty (60) day cure period.

10.4 Deposit. The Operator shall deposit and keep current with an independent escrow agent (or, at its election, publish under an open-source license) the source code, genesis configuration, and operational runbooks. Escrow releases are verified annually by test restoration.

Article 11Continuity, Succession, and Wind-Down

11.1 Right to continue. Each accredited Node Operator holds, from accreditation, the right to continue operating the Network under the existing genesis configuration if the Operator ceases operations. This right pre-exists any crisis and requires no further grant. It is the core reason an operator-led network need not be a single point of failure.

11.2 Verification independence. Issuer public keys, revocation/status registries, and verification tooling shall be published and mirrored such that any credential or seal can be verified without dependence on infrastructure operated by the Operator.

11.3 Voluntary exit of the Operator requires not less than twelve (12) months' written notice and reasonable transition cooperation.

11.4 Succession. Upon a Continuity Event or notice under 11.3, a successor operator may be appointed to continue the Network; trademark and operational licenses transfer to the successor for Network purposes. Until a successor is in place, the accredited Node Operators may keep the Network running under 11.1.

11.5 Steward entity. If and when it becomes appropriate (for example, on the admission of a regulated financial institution as a Node Operator, or the execution of a PRC-Counterpart operating license), the Operator shall establish a neutral, non-profit steward entity to hold this Charter, the Validator Registry, escrow beneficiary rights, and Network trademarks.

11.6 Resilience objective. The Operator's stated objective is no fewer than seven (7) validator nodes across at least three (3) countries, with a share operated by independent Node Operators, such that the failure of any single party — including the Operator — cannot halt the Network.

11.7 Wind-down. If the Operator resolves to dissolve the Network, participants shall receive not less than twelve (12) months' notice; verification capability under 11.2 shall be preserved, at minimum, in archival form for a period of not less than ten (10) years.

Article 12Liability and Accountability

12.1 The Network proves what was recorded, by whom, and when. It does not and cannot warrant the truth of recorded content. Issuers are responsible for the content they seal or issue.

12.2 The issuer bears liability for content. If a record is later disputed, liability for its content rests with the issuer — not with the Operator, not with any verifier, and not with any Node Operator.

12.3 Verifiers rely at their own risk. A valid proof confirms integrity and issuer identity; it does not confirm the underlying claim is true or that the issuer was authorized.

12.4 The Operator is not a certification authority, notary public, or guarantor, is not a party to any record, and accepts no liability for the content, truth, legal effect, or any dispute concerning a record.

12.5 Fraud and errors are the responsibility of the issuer. Credentials can be revoked (status is publicly checkable) and errors corrected by re-issuing and revoking the superseded record. Report suspected fraud or abuse to [email protected]; the Operator may void or flag records and refer matters to the authorities.

12.6 Node Operators are shielded for content. A Node Operator is liable for the operation of its own nodes but is not liable for the content of any record, nor for the acts of any issuer or of the Operator.

12.7 Limitation. Liability of the Operator to a participant is capped as set out in the relevant agreement (default: the greater of twelve months' fees or USD [●]), excluding willful misconduct, fraud, and breaches of confidentiality or anti-corruption provisions, which are uncapped. The Operator maintains technology errors-and-omissions and cyber insurance; Node Operators maintain the baseline coverage in Schedule B.

Article 13Compliance

13.1 Anti-corruption. The Operator and Node Operators shall comply with all applicable anti-corruption laws, including the Malaysian Anti-Corruption Commission Act (including section 17A) and the U.S. Foreign Corrupt Practices Act, and with the Operator's Anti-Bribery Policy. Article 6's public-sector rules apply to every dealing with public bodies in connection with the Network.

13.2 Sanctions. No participant shall be, or act for, a sanctioned party; accreditation and continued participation are conditional on sanctions screening.

13.3 Data protection. Personal data processed in connection with the Network shall be handled in accordance with applicable law (including the PDPA (Malaysia), GDPR where applicable, and PIPL where applicable) and with the records discipline in Article 3.4.

Article 14PRC Counterpart Interoperation

14.1 Records are single-homed: each record has exactly one authoritative ledger. Records domiciled to the People's Republic of China are homed on the PRC Counterpart; the Network holds only content-free cross-anchors, and vice versa.

14.2 The Network and the PRC Counterpart maintain mutual cross-anchoring of state roots at intervals set by the Technical Committee. An anchor mismatch is a security incident and triggers the incident procedure in Schedule B.

14.3 The PRC-Counterpart operator (howsoever constituted under the China market-entry structure adopted by the Operator) shall be bound to this Article by contract before cross-anchoring commences.

Article 15Amendments

15.1 The Operator may amend this Charter; amendments are published with a version number and date. Amendments shall not retroactively divest a Node Operator of accrued recognition during its stated term, nor divest any participant of accrued rights under Articles 10–11 (continuity and verification independence).

Article 16Governing Law and Disputes

16.1 This Charter and the agreements that incorporate it are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

16.2 Disputes not resolved by good-faith negotiation within sixty (60) days are referred to arbitration under the ICDR (International Centre for Dispute Resolution) Rules, seat [Cheyenne, Wyoming / New York, New York], language English, one arbitrator (three for disputes exceeding USD [●]). Arbitral awards are enforceable internationally under the New York Convention.

Schedule AFee Schedule

Placeholder amounts — to be set by the Operator before first accreditation. All fees are denominated and payable in United States Dollars (USD), the functional currency of the Operator.

Schedule BValidator Node Baseline

Summary; full SLA in Node Operator Terms.

• Availability target ≥ [99.5]% monthly
• Datacenter-grade hosting with redundant power/network (Art. 8.5)
• Key management: HSM or equivalent, documented rotation and revocation procedures
• Security incident notice to the Operator/Technical Committee within 24 hours
• Participation in annual disaster-recovery exercise
• Minimum insurance: USD [●]
• Monitoring endpoints exposed to the Operator's monitoring service only

Schedule CValidator Registry (public form)

For each node the registry publishes: Operating organization (legal name — the Operator or an accredited Node Operator) · Country of operation · Region (with consent) · Date joined · Bootstrap-phase flag where operated by the Operator (Art. 8.2). The live registry is at veri5.technology/validators.html.

Current entries — bootstrap phase

As of publication, all nodes are operated by the Operator (Hefes LLC):

Independent Node Operators: 0 (bootstrap). Resilience objective (Art. 11.6): ≥7 nodes across ≥3 countries, with a share operated by independent Node Operators.

View the live Validator Registry →