Skyfire Agent Checkout Service Terms

1.1 Access to and Use of the Skyfire Connect Service

Subject to all terms and conditions of the Agreement, Connected Service Provider may, on a non-exclusive basis during the Term: (a) internally use the Skyfire API reference materials and documentation for purposes of enabling and maintaining the integration between the Skyfire Technology and the Connected Service Provider’s platform, and (b) following the successful completion of such integration, use the Skyfire Technology (i) to access encryption keys for Access Authorizations that it receives from Customers and (ii) if you are a Verified Connected Service, to redeem Access Authorizations.

1.2 Customer Access to and Payment for Connected Services

Subject to all terms and conditions of the Agreement, Connected Service Provider, during the Term, will accept Access Authorizations it receives from Customers (a) to authorize Customer access to Connected Services and (b) in payment for Connected Services.

(a) Connected Service Terms. Connected Service Provider (and not Skyfire) is solely responsible for establishing the terms and conditions of Customer access to Connected Services. Connected Service Provider will provide Customers with true and accurate information relating to (i) descriptions of Connected Services, (ii) access requirements for Connected Services, (iii) pricing for Connected Services and (iv) applicable privacy policies for Customer information submitted to Connected Service Provider. Connected Service Provider will be solely responsible for the processing, storage and handling of Customer information (including personal information) and other Customer data submitted to Connected Service Provider (including information obtained from Access Authorizations received from Customers) in accordance with all applicable Law.

(b) Responsibility for Redeeming Access Authorizations before Expiration. Connected Service Provider understands that each Access Authorization has an expiration date/time set by the Customer. Connected Service Provider (and not Skyfire) is solely responsible for (a) determining the expiration date/time of an Access Authorization before accepting it from a Customer and (b) submitting an Access Authorization for redemption on the Skyfire technology before its expiration. Skyfire will not redeem or otherwise compensate Connected Service Provider for expired Access Authorizations.

(c) Responsibility for Connected Services and Connected Service Content. Connected Service Provider (and not Skyfire) is solely responsible for the delivery of all Connected Services and all content, including but not limited to code, video, images, information, data, text, software, messages, or other materials that you delivery to Customers in response to a Customer request for a Connected Service (“Connected Service Content“). Without limiting the foregoing, Connected Service Provider represents and warrants that Connected Service Provider will not deliver any Connected Service or transmit any Connected Service Content that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) is prohibited under any Law; or (iii) in the sole judgment of Skyfire, which may expose Skyfire or Customers to any harm or liability of any type.

(d) Responsibility for Customer Content. Connected Service Provider acknowledges and agrees that Customers (and not Skyfire) are solely responsible for all content, including but not limited to code, video, images, information, data, text, software, messages, or other materials that Customers transmit to the Connected Service Provider Platform.

(e) Responsibility for Connected Services Description in Skyfire Directory. If you choose to list any of your Connected Services in Skyfire’s directory of Connected Services that is made available to Customers through their Skyfire Dashboard, you are solely responsible for all content of your directory listing, including but not limited to images, information, text, or other materials (“Directory Listing Content“) that you provide for the directory listing. You have no right or license to upload or provide any Directory Listing Content that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) is prohibited under any Law; or (iii) in the sole judgment of Skyfire, which may expose Skyfire or Customers to any harm or liability of any type. To the extent that you provide any Directory Listing Content to Skyfire, you hereby grant to Skyfire a non-exclusive license to your Directory Listing Content during the Term (as defined below), solely as necessary for Skyfire to make the Directory Listing Content available in Skyfire’s directory of Connected Services that is made available to Customers.

(f) Connected Service Data. When you submit an Access Authorization to Skyfire for redemption, Skyfire will make available in your Skyfire Dashboard certain Customer and transaction information that is contained in the submitted Access Authorization (“Connected Service Data“). You agree to: (i) maintain a privacy policy consistent with applicable Law; (ii) provide all required disclosures to Customer and obtain any necessary rights, releases, and consents to permit Connected Service Data to be collected, used, and disclosed in the manner contemplated by these Connected Service Terms. You consent to Skyfire Processing your Connected Service Data in accordance with the Data Processing Agreement at www.skyfire.xyz/data-processing-agreement.

2.1 Access Fees

If you are a Verified Connected Service, Skyfire agrees to pay you (a) the fees for access to your Connected Services represented in unexpired Access Authorizations that you submit to Skyfire via the Skyfire Technology, minus (b) the Skyfire Platform Fee (as set forth on the Skyfire Pricing Page at www.skyfire.xyz/pricing) applicable to the submitted Access Authorization (“Net Access Fees“).

(a) Skyfire may change the applicable Skyfire Platform Fee at any time, but will provide you with at least thirty (30) days prior written notice of any such change.

(b) Skyfire’s calculation of Net Access Fees payable by Skyfire to you will be reflected in your Account and will be final and binding on the parties. Skyfire has the right to correct pricing/fee errors or mistakes even after posting a balance payable to your Account or making payment.

(c) If Skyfire receives a Dispute from a Customer relating to your Connected Services (a “Connected Service Dispute“), Skyfire may withhold payment to you (or offset future payments to be made to you) in respect of any Access Authorization related to the Connected Service Dispute. Skyfire, in its sole discretion, will resolve any Connected Service Dispute and its resolution is final and binding on the parties. Connected Service Provider will defend and indemnify the Skyfire Parties against any Claim made against any of the Skyfire Parties to the extent arising out of or relating to any Connected Service Dispute.

2.2 Payment

Within 30 days following the end of each month, Skyfire (a) will make available to Connected Service Provider via the Skyfire Dashboard a statement of account showing the Net Access Fees payable from Skyfire to Connected Service Provider per Section 2.1 for the month and (b) will make payment of the Net Access Fee to Connected Service Provider as follows:

(a) Payments are made by either (i) ACH payment of U.S. dollars to Connected Service Provider’s designated account at Connected Service Provider’s designated financial institution or (ii) transfer of USDC stablecoin from Skyfire to Connected Service Provider to Connected Service Provider’s designated wallet address.

(b) Connected Service Provider is responsible for the accuracy and completeness of all payment account, routing and wallet address information provided for such payments.

2.3 Taxes

Connected Service Provider is responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable to the fees payable by Skyfire under this Agreement, other than taxes based on Skyfire’s income.