Capafy Publisher Agreement

Version: v1.2
Effective Date: 28 September 2026
Operated by: CAPAFY PTE. LTD. (UEN: 202619379G), 60 PAYA LEBAR ROAD, #11-47, PAYA LEBAR SQUARE, SINGAPORE 409051

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Table of Contents

1. Definitions
2. Agreement Acceptance & Publisher Account
3. Skill Submission & Review
4. Your Rights & Obligations
5. Platform Operating Permission and User Delivery
6. Intellectual Property & Code Protection
7. Pricing, Platform Fee & Settlement
8. User Data & Privacy
9. Platform Management of Skills
10. Disclaimer of Warranties
11. Limitation of Liability
12. Indemnification
13. Confidentiality
14. Modifications to This Agreement
15. Term & Termination
16. Notices
17. Governing Law & Dispute Resolution
18. General Provisions
19. Contact Us

Schedule A: Skill Content Standards
Schedule B: Platform Fee & Settlement Details
Schedule C: Minimum End-User License Requirements
Schedule D: Data Processing Agreement
Schedule E: Supported Countries and Regions

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Section 1. Definitions

"Capafy Platform" or "Platform" means the AI Agent marketplace operated by CAPAFY PTE. LTD., accessible at capafy.ai via web browser or command-line interface (CLI), including the marketplace interface, Publisher Console, Capafy Cloud Runtime, distribution APIs, and related services.

"Operator" or "we" means CAPAFY PTE. LTD. and its affiliates.

"Publisher" or "you" means the individual or legal entity that has completed registration, passed our review, and is authorized to publish Skills on the Capafy Platform.

"Skill" means the AI implementation you independently develop — including prompts, code, scripts, configurations, and related files — and submit to the Platform via the Publisher Skill for review and distribution.

"Skill Package" means the set of Skill files (including SKILL.md, scripts, references, and assets) delivered to a User under the Download model. A User who receives a Skill Package can view all file contents.

"Agent" means the published, user-facing product on the Capafy Platform, powered by your underlying Skill. When your Skill passes review and is published, it is listed on the Platform and made available for Users to discover, subscribe to, and run. When this Agreement refers to what you develop and submit, it uses "Skill"; when it refers to what Users purchase and interact with, it uses "Agent."

"User" means any individual or entity that subscribes to or purchases an Agent through the Capafy Platform.

"Publisher Account" means the account we issue to you for accessing the Publisher Console, submitting Skills, viewing settlement information, and managing payout details.

"Publisher Console" means the web-based dashboard through which you manage your Skills, view performance data, and access settlement reports.

"Subscription" means a recurring paid access model (daily, weekly, monthly, or other agreed cycle) under which Users pay for ongoing cloud-based access to an Agent via the Capafy Cloud Runtime, with automatic renewal at the end of each billing period unless cancelled.

"Hourly" means a non-auto-renewing access model under which Users pay upfront for a fixed duration of cloud-based access to an Agent via the Capafy Cloud Runtime. Access ends when the purchased duration expires; no further charges apply unless the User chooses to extend.

"Download" means a one-time access grant to a downloadable Skill Package for local execution in the User's own Agent Client, offered free of charge or for a one-time payment at the Publisher's discretion. Upon completing a Download, the full Skill Package — including all source files — is delivered to the User.

"Platform Sandbox Fee" means the cloud-runtime infrastructure fee Capafy charges to the Publisher for a Subscription transaction, as described in Section 7.4. Platform Sandbox Fees apply to Subscription transactions only and are deducted from the Net Transaction Amount before calculation of the Platform Fee.

"Platform Fee" means the fee the Publisher pays Capafy for the Platform services described in Section 7.3, calculated on the applicable transaction base specified in Schedule B.

"Publisher Payout" means the amount payable to the Publisher under Section 7.4 after the deductions stated there, subject to any adjustment, hold or Reserve under Sections 7.6 to 7.9B.

"User-facing price" means the pre-tax US$ price set by the Publisher and displayed to Users on the Skill listing, excluding any Indirect Taxes that Capafy is required to calculate, collect, charge, remit, report or account for under Section 7.10(a).

"Sales" means the real-time sales dashboard in your Publisher Console, showing current sales volume. Sales reflects your pending balance within the 7-day Dispute Window and may change at any time due to refunds or disputes. Sales is not actual income and is not available for withdrawal.

"Proceeds" means the real-time net amount displayed in your Publisher Console, reflecting the amount after deduction of the Platform Fee and applicable Platform Sandbox Fee. Proceeds are updated in real time and may change within the 7-day Dispute Window due to refunds or disputes. Proceeds are not available for withdrawal until settlement is completed.

"Dispute Window" means the 7-day period following a successful payment during which a User may raise a dispute. Transactions within an open Dispute Window are reflected in Sales and Proceeds; once the window closes, the transaction becomes eligible for settlement.

"Chargeback" means a payment reversal, dispute or recovery initiated by a User's card issuer, bank, payment provider or payment network.

"Recoverable Amount" has the meaning given in Section 7.9A(a).

"Reserve" means an amount temporarily withheld from otherwise payable Publisher Payouts under Section 7.9B. A Reserve is not a Platform Fee.

"Platform Operational Data" means data generated through usage of the Capafy Platform, including usage analytics, Skill invocation logs, session counts, and revenue records. Platform Operational Data belongs exclusively to us.

"User Data" means personal information and interaction content generated by Users while using a Skill.

"Capafy Cloud Runtime" means the Capafy platform-side execution environment in which Skills run when Users choose cloud-based access, including the proxy and relay infrastructure through which Capafy routes requests and responses between an Agent and the LLM provider or other external service configured by the Publisher.

"Harmful Output" means any output generated by a Skill that violates Schedule A, applicable law, or generally accepted standards of decency.

"Publisher Skill" means the official Capafy tool through which you package and submit your independently developed Skills to the Platform. The Publisher Skill is a submission interface; it is not a development environment.

"Certification Fee" means the one-time fee of US$ 0.99 charged when you apply to become a Publisher on the Capafy Platform.

"Commercial Agent" means Capafy in its capacity under Section 7.3.

"Refund Mandate" has the meaning given in Section 7.7(a).

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Section 2. Agreement Acceptance & Publisher Account

2.1 Relationship to Terms of Service

This Agreement supplements the Capafy Terms of Service. By accepting this Agreement, you remain bound by the Terms of Service as a User, with this Agreement providing additional rules that apply specifically to your role as a Publisher.

2.2 Acceptance

By registering a Publisher Account, clicking "I agree," or submitting a Skill to the Platform, you agree to be legally bound by this Agreement in its entirety. If you do not agree, do not register or use any Publisher-facing services.

2.3 Agreement Version Control

When you log into your Publisher Console, we check whether you have accepted the current version of this Agreement. If a new version is pending your acceptance, you will be prompted to review and accept it before proceeding. Until you accept the updated version, you may not submit new Skills, modify existing Skills, or update your hosted API credentials. Your existing published Skills will continue operating normally, and any pending settlements will not be interrupted.

2.4 Legal Capacity

Individuals must have reached the age of majority in their jurisdiction. If accepting on behalf of a company or entity, you represent that you are authorized to bind that entity and that it is validly formed and in good standing.

2.5 Certification Fee

To become a Publisher, you must pay a one-time Certification Fee of US$ 0.99 at the time of your application. This fee is charged to verify your intent to publish and covers the cost of initial account review. The Certification Fee is non-refundable regardless of whether your application is approved or declined.

2.6 Eligibility — Sanctions

You confirm that you are not located in, and are not a national or resident of, any country or territory subject to comprehensive sanctions by the United States (OFAC), the United Nations Security Council, or the European Union. Publishers from sanctioned jurisdictions are not eligible to register or receive settlement payments.

2.7 Account Security

Your Publisher Account is non-transferable and non-assignable. You are responsible for all activity that occurs under your account. Notify us immediately at [email protected] if you suspect unauthorized access.

2.8 Accurate Information

Provide and maintain accurate, current, and complete information at all times, including identity, contact details, payout account information, and tax documentation. You bear all consequences from inaccurate or outdated information.

2.9 One Account per Publisher

Each Publisher (individual or entity under common control) may hold only one Publisher Account unless we grant written approval for additional accounts.

2.10 Platform Availability by Region

The Capafy Platform is not available in every country or region. Due to legal, regulatory, sanctions, and policy considerations, we operate the Platform — including Publisher registration, Skill distribution, and settlement payments — only in the jurisdictions listed in Schedule E (Supported Countries and Regions) of this Agreement.

We may decline a Publisher application, suspend a Publisher Account, or withhold settlement payments where we determine that the Publisher is located in, ordinarily resident in, or operating from a jurisdiction not listed in Schedule E. We may update Schedule E from time to time to reflect changes in applicable law, sanctions, or our operational footprint. Changes to Schedule E will be announced through the Publisher Console with reasonable advance notice where the change adversely affects an existing Publisher; where a change is required by law or sanctions and immediate effect is necessary, we may apply it without advance notice. We will have no liability to you for any restriction or termination of access arising from this Section 2.10.

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Section 3. Skill Submission & Review

3.1 Your Own Development Environment

You are solely responsible for developing, testing, and maintaining your Skills using your own tools, infrastructure, and environments. We provide no development environment, SDK, or IDE. The Publisher Skill is provided solely as a submission and distribution interface.

3.2 What to Submit

When submitting a Skill via the Publisher Skill, you must provide:

• Skill name, description, detailed functional documentation (Markdown supported), category, and up to 5 tags;
• Pricing structure and execution model (Subscription, Hourly, or Download);
• A mandatory customer support email address (support_email), which will be displayed on your Skill's listing page. You are selling a service on this Platform and earning revenue from it; you must provide Users with a way to reach you. We cannot provide technical support on your behalf;
• A Data Sharing Declaration (see Section 3.5);
• At least one test case (input and expected output) for functional validation;
• A privacy notice if your Skill processes User personal data;
• Applicable content advisories or age ratings.

3.3 Skill Naming Rules

• Your Skill name must accurately reflect the service it provides;
• Names must not imply official affiliation or endorsement (e.g., "Official," "Powered by [Brand]") unless you hold documented authorization from that brand;
• Names must not closely resemble existing popular Skills on the Platform in a way likely to confuse Users;
• You may not use another Publisher's brand, product name, or trademark in your Skill name or description without their permission.

3.4 AI Processing During Submission

By submitting a Skill, you consent to the following two stages of AI processing:

(a) Packaging stage: The Publisher Skill uses your own large language model to scan your workspace for credential detection and content sanitization. LLM token costs incurred during this stage are borne by you, not by us. Your code and any credentials processed during this stage pass through your LLM provider; we are not responsible for that provider's data handling practices.

(b) Review stage: We run automated security review and semantic analysis on your submitted Skill. As part of functional verification, we may make limited calls to the LLM API credential you have configured in the Publisher Console. These calls consume a small number of tokens; the cost is borne by you and charged by your LLM provider at their applicable rates.

3.5 Data Sharing Declaration

Your Skill listing must include an accurate declaration of how User data flows:

If you select "Dynamic or conditional external data flow," you must provide additional explanation in your Skill description covering the categories of external services that may be accessed and the conditions that trigger access. We will display a prominent notice to Users on the Skill listing and require them to confirm awareness before purchase.

You must accurately identify the LLM provider(s) and other third-party services your Skill uses, whether User Data is transmitted to them, their applicable data retention policies, and whether conversation data may be used for model training. You must keep those disclosures current.

3.6 Review Process

All Skills go through automated review and human review before going live. We retain sole and final discretion to accept or reject any submission. Our review conclusion indicates that no issues were detected — it does not constitute a guarantee of your Skill's safety, accuracy, or fitness for any purpose.

If a submission is not approved, you will receive the feedback necessary to address the issue and resubmit. Each Skill version may be appealed once.

3.7 What Does Not Require Re-Review

The following changes take effect immediately without triggering a new review: replacing your hosted API credentials, updating your support_email, and adjusting concurrent session limits. All other changes — including price adjustments — require re-submission.

An approved price adjustment applies only to Customer Transactions successfully completed after the new price goes live. It does not retroactively change a completed Download purchase, the current paid period of an active Subscription, or an Hourly access period already purchased. The new price may apply to a later renewal or new order after it becomes effective.

3.8 Version Updates and Existing Users

When a new version of your Skill passes review, it replaces the previous version for new orders only. Users with active Subscriptions or Hourly access periods continue using the Agent version they purchased until the applicable period ends, unless Capafy immediately restricts or removes the cloud-hosted Agent under Section 9.2 Tier 3. Download Users retain access to the version they downloaded, subject to Sections 5.5 and 9.2. We do not currently support hot-updating active sessions to a new version.

Download — free access to subsequent versions. Users who have purchased a Download Skill Package receive free access to all subsequently published versions of that Skill Package. You may not charge existing Download buyers separately for version updates to the same Agent. You retain the right not to publish updates, but if the Platform identifies a security issue in your published version, you must cooperate with remediation or the Agent may be unpublished.

3.9 Skill Records Are Permanent

Skill records cannot be deleted — they can only be unpublished. An unpublished Skill is no longer visible to new Users. Related User instances, order records, transaction records and logs are retained only for the periods stated in the Privacy Policy, the Data Processing Agreement, applicable law and Capafy's documented retention schedules; this Section does not require permanent retention of those records. If you wish to republish, you must resubmit for review.

3.10 Ongoing Compliance

Once published, your Skill must remain compliant with this Agreement and applicable law at all times. Material changes to Skill functionality require prior notice to us and may require re-review.

3.11 Content That Is Not Permitted

Your Skill must not contain or facilitate any of the following (see Schedule A for full detail):

• Violation of applicable laws in any territory where the Skill is offered;
• Infringement of third-party intellectual property rights;
• Malicious code, unauthorized data access, or exploitation of systems;
• False, misleading, or fraudulent content or functionality;
• Hate speech, harassment, incitement to violence, or discrimination;
• Content that sexually exploits or is harmful to minors;
• AI-generated disinformation or coordinated manipulation of public opinion;
• Functionality that replicates or directly substitutes for the Capafy Platform.

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Section 4. Your Rights & Obligations

4.1 Your Rights

Subject to this Agreement, you are entitled to:

• Publish Skills on the Platform following our approval;
• Set your Skill pricing at your own discretion;
• Access anonymized settlement and usage analytics through your Publisher Console;
• Receive Publisher Payouts in accordance with this Agreement;
• Remove your Skills from the Platform in accordance with Section 9.4;
• Appeal enforcement decisions through the process in Section 9 and Section 17;
• Replace or delete API keys you have submitted, at any time through your Publisher Console.

4.2 Running Your Skill

You are solely responsible for operating your Skills, which means:

• Your Skill's description must accurately reflect its actual functionality — no false or misleading claims. Inaccurate descriptions may constitute consumer fraud under applicable law and you bear sole legal responsibility for them;
• Respond to User complaints and support requests within a reasonable time;
• Remediate security vulnerabilities and functional defects promptly once known;
• Ensure continued availability of third-party services on which your Skill depends. Brief outages from LLM providers or other external services are expected and do not constitute a breach on your part. However, if a failure is within your control — such as an expired API key, exhausted quota, or discontinued service — you are responsible for resolving it in a timely way. Skills that remain non-functional for an extended period without reasonable remediation steps may be unpublished;
• Bear full responsibility for the security behavior of all third-party libraries, packages, and external services your Skill incorporates. If a third-party dependency is found to engage in malicious behavior, legal responsibility lies with you as the Publisher; we retain the right to unpublish the affected Agent and freeze pending Publisher Payouts;
• Proactively notify us of changes to underlying models or data that materially affect your Skill's behavior.

4.3 Dispute Response Obligation

When a User raises a refund dispute within the Dispute Window for any order type — Download, Subscription, or Hourly — the dispute status and any applicable response period are made available in the Publisher Console. You must monitor the Publisher Console and respond within the response period displayed there. Capafy does not undertake to provide a separate in-Console, email, push or other notification of a dispute. You may choose one of the following:

1. Accept the refund — the refund is processed and the amount is deducted from your pending Publisher Payout;
2. Submit evidence to contest — the dispute enters our review process and we will issue a determination within a reasonable time. If we determine in the User's favor, a full or partial refund may be processed. If we determine in your favor, the funds proceed to settlement normally.

If you do not respond within the applicable response period, you are deemed to accept Capafy's decision on the refund request under Section 7.7. That decision may grant a full refund, grant a partial refund, or decline the refund.

A refund dispute and Subscription cancellation are independent actions. Accepting a refund does not cancel the User's Subscription; the User may continue their active Subscription or cancel it separately. Hourly and Download orders do not have a separate cancellation concept; refund determination concludes the matter for those order types.

4.4 Legal Compliance

You must comply with:

• All laws and regulations applicable in the jurisdictions where your Skill is offered or used, including the GDPR, CCPA, and applicable AI regulations;
• Industry-specific licensing requirements for Skills in regulated domains (medical, legal, financial, etc.), which you must independently obtain;
• Our Publisher Policies as published and updated from time to time.

4.5 Responsibility for AI Outputs

Your Skill's outputs — regardless of the underlying model — are your responsibility toward Users. You must:

• Clearly disclose the AI nature of your Skill and its limitations in the Skill description;
• Configure reasonable output safeguards to prevent Harmful Outputs;
• Not deliberately configure your Skill to generate or propagate disinformation.

4.6 What You Must Not Do

You must not:

• Circumvent, disable, or interfere with any security or access control mechanism of the Platform;
• Scrape, harvest, or access Platform Operational Data or other Publishers' data without authorization;
• Manipulate ratings or review systems, including purchasing fake reviews or organizing coordinated negative reviews of competing Skills;
• Use the Platform's distribution to promote a competing agent marketplace;
• Embed undisclosed data collection, exfiltration logic, or unauthorized external redirects in a Skill;
• Use data accessed through the Platform — including User Data or Platform Operational Data — to train, fine-tune, or develop AI models that compete directly with the Capafy Platform;
• Use User contact information obtained through the Platform to send unsolicited marketing, sell to third parties, or solicit transactions outside the Platform.

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Section 5. Platform Operating Permission and User Delivery

5.1 Platform Operating Permission

By submitting a Skill, the Publisher grants Capafy a limited, non-exclusive, worldwide permission during the Term to reproduce, host, execute, display, review, test and analyse the Agent, and to enable the Publisher to make the Agent technically available to Users through the Platform on the Publisher's behalf, solely as necessary to operate, secure, support and promote the Platform. That permission includes the right to:

1. use the Publisher's name, the Skill name and the Skill description submitted to the Platform in Platform listings and Capafy's marketing materials in connection with promotion of the Skill or the Platform; and
2. log Skill invocations for billing, quality control, security and regulatory purposes, and to retain and use Platform Operational Data in accordance with Section 8.1.

No separate payment is due for this permission. It does not transfer ownership of the Publisher's Skill or, by itself, create a purchase, resale, royalty, licence-fee or other payment obligation between Capafy and the Publisher.

5.2 Publisher Is the Agent Provider

Subject to Section 7.10, and as between Capafy and the Publisher, the Publisher is the provider of its Agent to Users and acts as principal in each Customer Transaction. The Publisher is responsible for the Agent, its functionality, listing, customer support and Publisher-specific legal obligations, except to the extent a matter is caused solely by Capafy's failure to provide a Platform service that Capafy expressly undertakes under this Agreement. Capafy concludes Customer Transactions with Users as the Publisher's commercial agent under Section 7.3. The Publisher remains the principal to, and the provider of the Agent under, each Customer Transaction.

Capafy provides and controls the Platform infrastructure through which the Agent is hosted, deployed, executed and accessed, including cloud computing, storage, runtime isolation, security, monitoring, request routing and relay, marketplace listing and discovery, payment collection, payment-processing coordination and related Platform services. Capafy's provision of that infrastructure does not make Capafy the owner, developer, purchaser, reseller or licensor of the Publisher's Agent.

Capafy may configure, maintain, update, replace, suspend or restrict the cloud-runtime environment where reasonably necessary for security, legal compliance, Platform integrity, capacity management or service maintenance. Neither the Publisher nor a User obtains ownership of, tenancy in, administrative access to, or any proprietary right in the underlying infrastructure solely through this Agreement or a Customer Transaction.

5.2A Scope of Publisher Responsibility

As between the Publisher and Capafy, the Publisher is responsible for:

1. the Agent's functionality, performance and conformity with its listing description, except to the extent an issue is caused solely by Capafy's failure to provide a Platform service it expressly undertakes under this Agreement;
2. responding to User enquiries, complaints and support requests through the support contact shown on the listing, and to refund disputes within the period stated in Section 4.3;
3. the content, accuracy and legality of the Agent's outputs;
4. obtaining and maintaining all licences, authorisations and consents required for the Agent, including those for any third-party model, API, dataset, library, asset or other component the Agent incorporates or invokes;
5. compliance with data-protection and privacy law to the extent applicable to the Publisher's processing of User Data through the Agent;
6. any sector-specific licence, registration or authorisation required for the Agent or its intended use; and
7. any claim, liability, refund, service-level commitment, guarantee or other commitment arising from the Agent, its outputs, its listing or the Publisher's own acts or omissions, except to the extent caused solely by Capafy's failure to provide a Platform service it expressly undertakes under this Agreement.

Capafy is responsible only for the Platform services and other obligations it expressly undertakes under this Agreement, including its own infrastructure, marketplace, checkout, settlement, security and data obligations. Capafy's review, hosting or display of a Skill does not constitute endorsement, verification or an assumption of the Publisher responsibilities above. Nothing in this Section expands Capafy's obligations or liability beyond the express terms of this Agreement.

5.3 Subscription and Hourly Delivery

For each Subscription or Hourly transaction, the Publisher grants the User a limited, non-exclusive, non-transferable right to access and use the Agent through the Platform during the applicable Subscription period or Hourly session, subject to Schedule C.

The Agent is hosted and executed in the cloud-runtime environment provided and controlled by Capafy. No Skill files, source code, runtime-environment access credentials or ownership interest are delivered to the User. No right to reproduce, distribute, sublicense, resell or reverse engineer the Skill files or source code is granted.

5.4 Download Delivery

For a Download transaction, the User receives the Skill Package specified on the listing. The Publisher grants the User the applicable end-user licence for that Skill Package. The Publisher, not Capafy, is the licensor of the downloaded Skill Package.

5.5 Duration

The permission in Section 5.1 remains in effect for the Term. Upon termination, permissions for promotional use cease immediately. Permissions necessary to honour active User Subscriptions and Hourly access periods may continue through a transition period not to exceed ninety (90) days, except where Capafy immediately restricts or removes the cloud-hosted Agent under Section 9.2 Tier 3.

The end-user licence for a completed Download survives termination for the User's continued authorised use of the delivered Skill Package in accordance with Schedule C; provided that where a Skill is removed for breach of Section A.3.6 of Schedule A, illegal activity, a safety or security issue, a substantiated infringement claim, or a regulatory, court, law-enforcement, payment-network or payment-service-provider requirement, that end-user licence terminates immediately. Capafy may unpublish the Skill and disable further downloads or re-downloads through the Platform. The User must cease all use of and delete the Skill Package in accordance with Schedule C. The Publisher must include a provision to this effect in any end-user licence it issues and must not represent to any User that a terminated licence remains valid.

Notwithstanding Section 7.6(e), where a removal under the preceding sentence requires a refund by applicable law, a payment network or a payment-service provider, Capafy will issue any full or partial refund so required for the affected Customer Transaction. Any such refund is dealt with under Sections 7.6 and 7.9A and is a Recoverable Amount to the extent stated there.

Capafy does not warrant that it can technically retrieve, disable or delete a Skill Package already delivered to a User. Termination under this Section operates as a termination of the User's rights and does not depend on any technical means of recall.

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Section 6. Intellectual Property & Code Protection

6.1 Your IP

You retain all intellectual property rights in your Skills, including original prompts, code, content, and brand identifiers. Our use of your Skills is limited to the scope expressly authorized in this Agreement.

6.2 Our IP

All intellectual property in the Capafy Platform — including infrastructure, interface, operational systems, the "Capafy" brand, trademarks, logos, documentation, and Platform Operational Data — belongs exclusively to us. You acquire no ownership interest in any of the foregoing.

6.3 What We Commit to You

We make the following commitments regarding how we handle your Skill content:

• No model training: We will not use your Skill code, prompts, or logic to train any AI model;
• No cloning: We will not copy your Skill's functional logic to build competing products of our own;
• No bypassing: We will not directly contact your Users to establish commercial relationships that bypass you;
• Minimum access: We access your Skill files only to the extent necessary to provide the Platform services described in this Agreement;
• Internal access controls: Our review process uses isolated environments with access controls. Reviewers can observe Skill behavior but cannot access your raw prompt content or SKILL.md file contents.

6.4 API Credential Security

When you submit API credentials for cloud-hosted Skills, those credentials are stored using encrypted key management infrastructure. The key content is not accessible in plaintext to anyone, including our engineering team. Credentials are injected into your Skill's execution environment at runtime only for the purpose of making authorized API calls. You may update your credentials at any time through the Publisher Console; updates take effect at the next container start and do not require re-review. Deleted credentials are invalidated immediately.

6.5 Download Skills and Source Code Visibility

If you publish a Skill under the Download model, Users will receive and can view all files in the Skill Package, including your SKILL.md, scripts, and any other included assets. You should price your Download Skill accordingly, accounting for the fact that your implementation details will be visible to all buyers. Credentials must be fully removed from the Skill Package before submission — the Publisher Skill will block packaging if hardcoded credentials are detected. Subscription and Hourly Skills are not affected by this section: source files remain on our infrastructure and are never actively delivered to Users.

6.6 IP Warranties

You represent and warrant that:

• You own or hold a valid license to all content in your Skill sufficient to grant the rights in Section 5;
• Your Skill does not infringe any third party's intellectual property rights;
• All third-party components (code, models, datasets, frameworks) are used under licenses that permit commercial use and distribution on this Platform;
• You will not publish a Skill that clones or closely replicates the core logic of another Publisher's Skill under a different name.

6.7 IP Infringement Claims

If we receive a facially valid third-party intellectual-property infringement notice relating to your Skill, we may immediately impose a temporary suspension or restricted availability while we review the notice. If infringement is substantiated, we may permanently remove the Skill and invoke Section 12 for indemnification.

6.8 Subscription and Hourly Skills — Source Code Protection and Inherent Limitations

We store your Subscription and Hourly Skill source files encrypted on our infrastructure and will never actively deliver them to any User. In configuring the cloud execution environment, we implement protective measures specifically designed to defend against AI-specific attack vectors — including prompt injection and adversarial prompting techniques — to the extent that current technology permits.

We cannot guarantee, however, that your source files — including prompts, instructions, and Skill logic — will remain completely unexposed under all circumstances. Large language models are inherently unpredictable, and no execution environment can provide absolute protection against all possible attack techniques. We are not liable to you for any disclosure of Skill content that occurs despite these protective measures.

You should publish Subscription Skills with the understanding that our protections are not absolute, and structure your pricing and IP strategy accordingly.

6.9 LLM API Requirements for Cloud-Hosted Skills

If you offer a Skill under a cloud-hosted access model (Subscription or Hourly), you must configure at least one valid LLM API credential through the Publisher Console before submitting the Skill for review, unless the Skill does not require an external LLM provider. You select and configure the LLM provider used by the Agent and supply the applicable API credentials through the Publisher Console.

Capafy may route or relay LLM requests and responses through Capafy-operated proxy infrastructure as part of the Capafy Cloud Runtime. The underlying LLM inference service is provided by the LLM provider selected by you, not by Capafy. Capafy does not sell or resell the underlying LLM inference solely by operating that relay infrastructure.

Token costs. Token and other LLM-provider usage charges arising from User interactions with your cloud-hosted Skill are borne by you under your relationship with the LLM provider you select. We do not impose any additional charge for LLM usage.

Privacy and data flow. User inputs may be processed by Capafy to the extent necessary to host and execute the Agent and to route requests and responses through Capafy's relay infrastructure. Where the Agent uses an external LLM provider, relevant User Data is transmitted through that infrastructure to the LLM provider configured by you, as disclosed on the Agent listing. Capafy's operation of the relay infrastructure does not make Capafy the provider or reseller of the underlying LLM inference service.

Credential security. The LLM API credentials you configure through the Publisher Console are stored using encrypted key management infrastructure and are not accessible in plaintext to any person, including our engineering team. For the full description of our technical and organizational security measures applicable to hosted credentials, see the Capafy Data Processing Agreement (available separately on capafy.ai).

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Section 7. Pricing, Platform Fee & Settlement

7.1 Pricing

The Publisher sets the base US$ price for each Subscription, Hourly and Download offering, subject to the disclosed minimum prices for Subscription billing periods. Download offerings have no minimum price and may be offered free of charge. Hourly offerings do not have a Subscription-style minimum price, but must be offered for a positive price. The price set by the Publisher excludes Indirect Taxes. Capafy may calculate, collect or charge Indirect Taxes at checkout where required by applicable law. The Publisher authorises Capafy, as its commercial agent, to offer trial periods and promotional discounts for the Publisher's Agents under Section 7.3(a)(iii).

7.2 Free Skills

Subject to the pricing rules in Schedule B, you may publish a Skill at no charge. To convert a paid Skill to free, give us thirty (30) days' prior written notice. To convert a free Skill to paid, give at least thirty (30) days' advance public notice on the Platform and do not prejudice Users already accessing it for free during a reasonable transition period.

7.3 Appointment of Capafy as Publisher's Commercial Agent and Platform Fee

"Customer Transaction" means a User's purchase of a Subscription, Hourly or Download offering, or of additional usage such as request packs, for the Publisher's Agent, whether completed through a payment method or by using Credits.

"Indirect Taxes" means VAT, GST, sales, use, digital-services or similar transaction taxes, but excludes taxes on the net income of Capafy or the Publisher.

"Net Transaction Amount" means the amount attributable to a Customer Transaction excluding Indirect Taxes that Capafy is required to collect, charge, remit, report or account for, and net of any refund, reversal or Chargeback applicable to that Customer Transaction.

(a) Appointment. Subject to Section 7.10, the Publisher appoints Capafy, and Capafy accepts the appointment, as the Publisher's non-exclusive commercial agent, acting solely on behalf of and in the interests of the Publisher, with authority to:

(i) market and offer the Publisher's Agents to Users on the Platform;

(ii) negotiate and conclude Customer Transactions with Users, in the Publisher's name and on the Publisher's behalf, on the terms of the Agent's listing, Schedule C and the Terms of Service;

(iii) offer trial periods and promotional discounts for the Publisher's Agents within the parameters set by the Publisher in the Publisher Console or otherwise authorised under this Agreement;

(iv) display prices in, and collect payment in, a currency other than US dollars at the exchange rate applied at checkout, with the Publisher Payout calculated in US dollars under Section 7.8;

(v) collect and receive payments from Users for Customer Transactions;

(vi) receive, review and decide refund requests, and process refunds, cancellations and Chargebacks, on the Publisher's behalf in accordance with Sections 4.3, 7.6, 7.7 and 7.9A; and

(vii) deduct the Platform Fee, the Platform Sandbox Fee and any other amount permitted under this Agreement, and remit the Publisher Payout.

(b) Contract between Publisher and User. Each Customer Transaction concluded by Capafy under Section 7.3(a)(ii) is a contract between the Publisher and the User and binds the Publisher as if the Publisher had concluded it directly.

(c) Discharge of payment. Receipt by Capafy (or its payment processor) of a User's payment discharges that User's payment obligation to the Publisher in full, whether or not Capafy has remitted the corresponding Publisher Payout. The Publisher's recourse for any unremitted amount lies solely against Capafy.

(d) Capafy acts only for the Publisher. Capafy is not the agent of any User in any Customer Transaction and does not receive or hold funds on behalf of Users.

(e) Platform Fee. This appointment does not make Capafy a purchaser, reseller or licensor of the Agent. Capafy charges the Publisher a Platform Fee of 20% of the applicable transaction base specified in Schedule B. The Platform Fee is consideration for the services in this Section 7.3 and for Capafy's marketplace, listing and discovery, payment-processing coordination, cloud-runtime and related Platform services.

7.4 Platform Sandbox Fee (Subscription Skills)

The Platform Sandbox Fee is a cloud-runtime infrastructure fee for Subscription transactions. It is deducted from the Net Transaction Amount before calculation of the Platform Fee. Platform Sandbox Fees do not apply to Hourly or Download transactions.

The applicable Platform Sandbox Fee is determined under Capafy's then-current disclosed Platform Sandbox Fee schedule and is displayed in the Publisher Console when you configure your Skill's pricing, so you can set a price that covers costs and meets the per-period minimum. The fee may reflect a reasonable allocation of cloud-runtime infrastructure costs associated with Subscription Skills. The rate in effect at the time of a User's payment applies to that billing period.

Publisher Payout formulas:

Subscription Publisher Payout = Net Transaction Amount − Platform Sandbox Fee − Platform Fee

Hourly and Download transactions:

Hourly Publisher Payout = Net Transaction Amount − Platform Fee
Download Publisher Payout = Net Transaction Amount − Platform Fee

If we adjust the Platform Sandbox Fee, we will give at least 30 days' advance notice via prominent Publisher Console announcement and email. Existing published Skills retain the old rate for the duration of the notice period. During those 30 days, you may unpublish any affected Skill without penalty.

7.5 Dispute Window and What Your Dashboards Mean

Transactions pass through the following stages before becoming eligible for inclusion in a Publisher Payout:

Stage 1 — Live (Sales / Proceeds): the amount appears in your real-time Sales and Proceeds. During the 7-day Dispute Window it may be reversed by a refund or dispute. Sales and Proceeds are not income, are not Publisher Payouts and cannot be withdrawn.

Stage 2 — Eligible for Settlement: once the Dispute Window closes with no dispute, the amount is eligible for the monthly settlement. It has not been remitted.

Stage 3 — Publisher Settlement Statement: after each calendar month closes, Capafy issues a Publisher Settlement Statement for that month, including months with a US$ 0.00 balance. The Publisher Settlement Statement is the statement described in Section 7.11 and is not proof that a payout has been made. Refunds resolved after a statement is issued are recorded as prior-period adjustments in a later period.

Stage 4 — Payout: where the closing balance is at least US$ 100.00 and your payout details are usable, a payout is initiated on or after the 15th day following the end of the settlement month. Below the threshold, the balance rolls over. Payouts and their status are shown in your Payout history.

7.5A Nature of Funds Held

Amounts collected by Capafy for Customer Transactions, net of the deductions permitted under this Agreement, are held by Capafy as the Publisher's agent for remittance to the Publisher in accordance with the settlement schedule in this Section 7. Capafy does not hold such amounts in escrow, and remittance is not conditional on any User's confirmation of receipt or satisfaction. The Dispute Window, the minimum payout threshold and the post-termination hold serve only to net refunds, Chargebacks and other adjustments against the Publisher Payout.

7.6 Refunds and Their Effect on Publisher Payouts

(a) General rule — refund eligibility is bounded by the Dispute Window. The same rule applies to all paid order types — Download, Subscription, and Hourly. Within the 7-day Dispute Window defined in Section 7.5 (which begins when the User's payment is successfully completed), a User may submit a refund request for the transaction. The request is handled under the dispute response process in Sections 4.3 and 7.7.

This Section governs refund requests made through the Platform. It does not limit a Chargeback initiated by a User's card issuer, bank or payment provider under applicable payment network rules, which is dealt with under Section 7.9A.

(b) Effect on your Publisher Payout. Where a refund is issued under subsection (a), the refunded amount is deducted from your Publisher Payout for that transaction. For clarity, where a Customer Transaction paid using Credits is refunded by re-crediting Credits to the User's account under Section 7.7, that re-credit is a refund for purposes of this Section 7.6 and Section 7.9A and reduces the applicable Publisher Payout, whether or not Capafy makes a cash payment to the User. Where no refund is issued (whether because the Dispute Window has closed or because the dispute is resolved in your favor), the transaction settles to you under Section 7.8.

Capafy is not responsible for any difference between the mid-market exchange rate used for internal accounting and the actual rate applied by your bank or any intermediate financial institution upon receipt of Settlement payments. Such differences are borne by the Publisher.

(c) Publisher misconduct termination — platform assurance refund. If your Publisher Account is permanently terminated for misconduct — including unauthorized collection of User sensitive data or deliberate propagation of harmful misinformation — Capafy will, under its own platform assurance policy and not as agent of any User, refund affected Users' most recent payment in full for each affected Agent (across Subscription, Hourly, and Download), regardless of whether the Dispute Window has closed for that payment. Any such refund is made from Capafy's own funds. Capafy may recover all or part of the refunded amount from the Publisher in accordance with Sections 7.9A and 7.9B.

(d) Mandatory statutory rights. Statutory refund and cooling-off rights that cannot be excluded by contract under applicable law — including consumer cooling-off rights in the EU/EEA and UK — remain unaffected by the Dispute Window. Where a refund is required by such mandatory rights outside the Dispute Window, the refunded amount is deducted from your Publisher Payout on the same basis as subsection (b).

(e) Agent removal does not, by itself, create refund rights. Removal of your Agent from the Platform — whether at your request or as a result of our enforcement action — does not trigger refunds for transactions whose Dispute Window has already closed. Active Subscriptions expire naturally; no new charges apply after the removal date. This general rule does not override subsection (c) or (d), a Tier 3 action under Section 9.2 that immediately terminates existing User access, or termination of a Download licence under Sections 5.5 and 9.3. Where any such exception requires a full or partial refund under this Agreement, applicable law, a payment network or a payment-service provider, Capafy may issue that refund and recover it under Section 7.9A.

7.7 Refund Requests

(a) Refund Mandate. The Publisher authorises Capafy, as the Publisher's agent, to receive, review and decide all refund requests and transaction disputes relating to the Publisher's Agents, in accordance with Section 7.6 and Schedule B.5 (the "Refund Mandate").

(b) Publisher response. Refund requests and the applicable response period are made available in the Publisher Console under Section 4.3. The Publisher may submit information relevant to a request within that period. Failure to respond within that period is deemed acceptance of Capafy's decision.

(c) Effect of decision. Capafy's decision on a refund request, made under the Refund Mandate, is made on the Publisher's behalf and binds the Publisher as if the Publisher had made it. The outcome may be a full, partial or no refund. The Publisher waives any claim against Capafy arising from a decision made in accordance with the Refund Mandate.

(d) Refund method and deduction. Refunds are issued to the User's original payment method. Where the original payment was made using Credits, the refund is issued as Credits to the User's account balance. Any refund granted under this Section 7.7 is deducted from the Publisher Payout in accordance with Sections 7.6(b) and 7.9A.

(e) Platform assurance refunds. Nothing in this Section 7.7 prevents Capafy from refunding a User under its own platform assurance policy under Section 7.6(c).

7.8 Settlement Cycle and Payment

We calculate Publisher Payouts monthly for all amounts eligible for settlement from the preceding calendar month.

Payouts are initiated on or after the 15th day following the end of the settlement month.

Publisher Payouts are calculated in USD. Actual payouts may be processed in the currency and by the method available for the Publisher's payout details, subject to applicable exchange rates and bank or intermediary fees.

Publisher Payouts are not Credits and are not subject to Credits terms.

7.8A Credits

Credits are issued by Capafy for use only on the Platform. When a User pays for a Customer Transaction with Credits, the transaction is settled to the Publisher at the US dollar value of the Credits applied, and is treated for all purposes of this Section 7 as a Customer Transaction. Credits are issued, held and redeemed by Capafy on its own account and not as the Publisher's agent.

7.9 Payouts

Minimum payout threshold: US$ 100.00. Balances below this threshold roll over to the following month.

Payout details: the information required depends on your bank country, payment currency, and payout method. The Publisher Console shows the information required for your account.

Fees: we bear the sending-side fees. Receiving and intermediary bank fees are your responsibility and vary by institution; confirm with your bank before relying on any specific net amount.

Timing: payouts are initiated on or after the 15th day following the end of the settlement month.

Funds subject to an open dispute, KYC review, unresolved compliance matter or legal or law-enforcement hold will not be transferred until resolved. Capafy will notify the Publisher where reasonably practicable, unless legally prohibited. The status of an affected payout is shown in the Publisher Console.

7.9A Post-Settlement Recovery, Chargebacks and Negative Balance

(a) Recoverable Amounts. "Recoverable Amount" means any amount Capafy refunds, reverses, returns or is required to return in respect of a Customer Transaction after the corresponding Publisher Payout has been settled, together with any Chargeback fee, payment-network dispute fee or bank fee charged to Capafy in connection with that transaction. Recoverable Amounts include Chargebacks raised after the Dispute Window has closed, refunds required under Sections 5.5 or 7.6(d), and refunds required by a court, regulator or payment network.

(b) Order of recovery. Capafy will recover a Recoverable Amount first from the Publisher's unsettled Publisher Payout for the current settlement period; then from Publisher Payouts arising in subsequent settlement periods; then, where a Reserve is in place under Section 7.9B, from that Reserve. Any amount applied from a Reserve is credited dollar-for-dollar against the Recoverable Amount and must not also be deducted from current or future Publisher Payouts or included in a negative balance.

(c) Negative balance. If a Recoverable Amount exceeds the amount available in the current settlement period, the Publisher's settlement balance may become negative. A negative balance is carried forward and offset against Publisher Payouts in subsequent settlement periods until cleared. No payment is made to the Publisher while the balance is negative, and the minimum payout threshold in Section 7.9 is applied to the balance after offset.

(d) Repayment on demand. Where a negative balance remains outstanding for two consecutive settlement periods, or where this Agreement terminates while a negative balance is outstanding, Capafy may require the Publisher to repay the outstanding amount within thirty (30) days of written notice. Capafy may also set off the outstanding amount against any other amount it owes the Publisher. Failure to repay is a material breach, and Capafy may suspend the Publisher's Skills or Publisher Account under Section 9.

(e) Platform Sandbox Fee on refund. Where a Subscription transaction is refunded or reversed, the Platform Fee attributable to the refunded or reversed amount is reversed. The Platform Sandbox Fee already incurred for the relevant billing period is not refunded to the Publisher, as the corresponding cloud-runtime cost has already been incurred.

(f) Post-termination hold. Following termination of this Agreement for any reason, Capafy may withhold settlement of the final Publisher Payout for up to one hundred and eighty (180) days to cover Chargebacks, disputes and other Recoverable Amounts arising from Customer Transactions completed before termination. Capafy will settle any remaining balance at the end of that period.

(g) Elevated dispute rate. Where a Publisher's refund or Chargeback rate materially exceeds Platform norms, Capafy may apply the quality-flag process in Section 9.2, impose a Reserve under Section 7.9B, require corrective measures, or suspend the affected Agent.

(h) Relationship to Section 9.2. This Section applies without prejudice to the freezing of unsettled amounts under Section 9.2. Amounts frozen under that Section are withheld pending determination; amounts recovered under this Section are applied in permanent reduction of what is owed to the Publisher.

(i) Chargeback Evidence. Notwithstanding Sections 4.3 and 9.1, where Capafy receives notice of a Chargeback relating to the Publisher's Agent, Capafy will notify the Publisher by email. The Publisher must provide the evidence Capafy reasonably requests within three (3) business days after notice, or within a shorter period reasonably specified by Capafy where necessary to meet a payment-network or payment-service-provider deadline. A failure or delay in sending that email does not prevent Capafy from responding to or resolving the Chargeback or from treating any resulting amount as a Recoverable Amount under this Section 7.9A. Capafy may, in its discretion, accept, defend, settle or otherwise respond to the Chargeback based on the information available. If the Publisher does not provide requested evidence in time, Capafy may accept the Chargeback; any resulting amount is a Recoverable Amount under this Section 7.9A.

7.9B Reserve

Capafy does not apply a Reserve to Publisher Payouts as a general practice. Capafy may, on written notice, hold a Reserve of a specified percentage of a Publisher's Publisher Payouts for a specified period where the Publisher has an elevated refund or Chargeback rate, is subject to an open compliance or fraud investigation, has an outstanding negative balance, or where a payment network or financial institution requires it. The notice will state the percentage, the period and the basis. A Reserve is released to the Publisher at the end of the stated period to the extent it has not been applied to Recoverable Amounts. A Reserve is not a Platform Fee and does not become Capafy's revenue. A Reserve is a temporary hold only; the same amount may not be both retained as a Reserve and separately recovered as a Recoverable Amount.

7.10 Tax Treatment

(a) Indirect Taxes: For purposes of applicable Indirect Tax Laws only, Capafy may be required to calculate, collect, charge, remit, report or account for Indirect Taxes on Customer Transactions, including as a deemed supplier or other statutory collection party. Where so required, Capafy will perform those obligations.

Capafy's role under this Section 7.10(a) is an indirect-tax compliance function only and does not by itself determine the commercial relationship between Capafy and the Publisher under Section 5 or Section 7.3. Indirect Taxes collected or accounted for by Capafy are excluded from the Net Transaction Amount and do not form part of the calculation base for the Platform Fee or Publisher Payout.

(b) Publisher income taxes: Except for Indirect Taxes for which Capafy is required to account under Section 7.10(a), the Publisher is responsible for its own tax registration, reporting and payment obligations arising from its business and Customer Transactions. Capafy does not provide tax advice or prepare, file or pay the Publisher's income-tax or similar tax returns.

(c) Withholding taxes: Where applicable law or a tax treaty requires us to withhold taxes from payments to you, we will notify you of the applicable rate and basis in advance of settlement. You may submit tax residency documentation to apply for a reduced treaty rate.

7.11 Settlement Statements

Capafy will make available monthly Publisher Settlement Statements showing Customer Transactions, deductions and the Publisher Payout. A Publisher Settlement Statement is not a tax invoice.

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Section 8. User Data & Privacy

8.1 Data Ownership

• Platform Operational Data (aggregated analytics, invocation logs, behavioral data) belongs to us.
• User Data is held primarily under our Privacy Policy. Depending on the nature of the processing and applicable Data Protection Laws, you may act as an independent controller, processor, joint controller or other regulated party, as further described in any applicable Data Processing Agreement. You must handle User Data in compliance with this Section and applicable Data Protection Laws.

8.2 Permitted Uses of User Data

User Data you access through your Skill during execution may only be used to:

• Deliver your Skill's stated functionality to the relevant User;
• Diagnose and fix technical issues in your Skill;
• Improve your Skill's performance, with the User's explicit and informed consent.

Publisher Console data access is limited. Your Publisher Console shows you order summary information (order status, usage duration and dispute status). It does not provide Users' email addresses, separate dispute notifications, or raw User conversation logs through the Publisher Console. Execution logs are retained by us for dispute resolution and audit purposes and are not accessible to Publishers.

You must not use User Data for:

• Advertising, marketing, or behavioral profiling;
• Sale, rental, or transfer to any third party;
• Discriminatory analysis of Users;
• Building or improving any competing service or AI model;
• Any purpose not disclosed to Users before collection;
• Viewing, storing, or using User conversation content via your LLM provider's backend or any other means for purposes beyond delivering the service.

8.3 Data Minimization

Your Skill should request and process only the minimum data necessary to perform its stated function.

8.4 Transparency to Users

If your Skill collects or processes personal data beyond what our Privacy Policy covers, you must provide Users with clear and conspicuous notice before collection, covering: categories of data collected, purpose, retention period, third-party recipients, and Users' rights under applicable law (GDPR, CCPA, and equivalents).

8.5 Security

Implement and maintain appropriate technical and organizational measures to protect User Data against unauthorized access, disclosure, or loss. Notify us at [email protected] within 48 hours of becoming aware of any data security incident involving User Data.

On the platform side, our staff require dual-approval authorization before accessing raw User interaction data. Such access is limited to Capafy's authorised dispute-resolution, audit, security and legal-compliance processes.

8.6 Instance Data Retention

For cloud-hosted instances, after an order or subscription ends, the instance and its associated data are retained in standby for a short period before automatic cleanup. Following instance cleanup, execution logs are retained by us for 90 days for dispute resolution and audit purposes, after which they are deleted.

8.7 Post-Termination Deletion

Upon termination of this Agreement or removal of your Skill, cease using User Data obtained through the Platform and delete or return it within the timeframe required by applicable law, and no later than thirty (30) days after termination.

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Section 9. Platform Management of Skills

9.1 Ongoing Review and Handling of Reports

We may review your Skill's performance, outputs, User feedback, and compliance at any time.

When a Skill of yours is reported by a User or third party, we may conduct a platform review. Capafy does not undertake to provide a separate in-Console, email, push or other notification of the report or its outcome. Where the review identifies an issue, we will handle it under Section 9.2.

If you disagree with the outcome of a report-triggered review or any related enforcement action, you may appeal in accordance with Section 9.5 by contacting us at [email protected] from the email address associated with your Publisher Account.

9.2 Enforcement — Tiered Response

Our response is proportionate to the nature and severity of the situation. The following describes our general approach, though we retain discretion to apply a different response based on context.

Tier 1 — Feedback and Cure (most situations)

Where your Skill has an addressable issue — a description that doesn't match functionality, a quality concern, a non-critical content issue — we will return it with feedback and give you a reasonable opportunity to resolve and resubmit.

Tier 2 — Temporary Suspension

We may temporarily suspend a Skill (making it unavailable to new purchases while existing access continues) while we investigate a reported issue or await your resolution of a flagged problem. We may provide a reasonable opportunity to respond where appropriate, but do not undertake to provide a separate notification.

Tier 3 — Immediate Restriction or Removal

We may immediately restrict access to or remove a Skill without prior notice where:

• The Skill generates Harmful Outputs posing a credible risk to Users or the public;
• A security vulnerability in the Skill threatens Platform infrastructure or User Data;
• A facially valid intellectual property infringement notice is received, in which case Capafy may impose an immediate temporary suspension or restricted availability pending review under Section 6.7; a substantiated infringement claim may result in permanent removal;
• The Skill involves illegal activity or a safety-category breach;
• A regulatory authority, court, law-enforcement body, payment network or payment-service provider requires restriction or removal;
• The Skill's functionality materially misrepresents its description in a way that harms Users.
• The Skill is reasonably suspected of breaching Section A.3.6 of Schedule A, or Publisher has failed to produce the consent or compliance evidence required by that Section within the time specified.

An immediate restriction or removal under this Tier 3 immediately suspends or terminates access to the affected cloud-hosted Agent for existing as well as new Users. The effect on a completed Download is governed by Sections 5.5 and 9.3 and Schedule C.

Tier 4 — Account Suspension and Payout Hold

Where violations are serious, repeated, or indicate a pattern of bad-faith conduct — including fake reviews, misuse of User contact information, soliciting off-platform transactions, or uploading functionally identical Skills to manipulate search results — we may suspend your Publisher Account and place a hold on unsettled Publisher Payouts pending review. We may provide an opportunity to submit a response where appropriate, but do not undertake to provide a separate notification.

Quality flag: Skills with a materially elevated refund rate will be flagged for quality review. During review, the Skill remains live. We may ask you for an explanation or improvement plan. Skills that remain at an elevated refund rate without meaningful improvement may be unpublished.

Tier 5 — Permanent Termination (Security Violations)

The following constitute security-class violations and result in immediate permanent action with no opportunity to cure:

• Embedding malicious code, backdoors, or covert data exfiltration in a Skill;
• Accessing or storing User conversation data through your LLM provider's backend or any other channel for unauthorized purposes;
• Unauthorized privilege escalation or abuse of the Platform's execution environment.

Upon finding a security-class violation:

1. All your Skills are immediately unpublished;
2. All pending Publisher Payouts are frozen;
3. All active User Subscriptions and Hourly access periods on affected Agents are terminated;
4. Affected Users receive full refunds of their most recent payment for each affected Agent, whether the transaction was a Subscription, Hourly or Download transaction. Capafy may recover the refunded amounts from the Publisher in accordance with Sections 7.9A and 7.9B;
5. Your Publisher Account is permanently removed;
6. Affected Users are notified;
7. Evidence is referred to relevant law enforcement authorities where required.

Security-class terminations are not subject to internal appeal. You retain the right to seek relief through SIAC arbitration as described in Section 17.

Sections A.3.1(e), A.3.2(e), A.3.3(e), and A.3.4(e) of Schedule A incorporate cumulative-violation triggers that, upon meeting the specified threshold, will be processed under this Tier 5.

9.3 Post-Removal Treatment

Following permanent removal of an Agent:

• Refunds: Removal of an Agent does not by itself trigger refunds for prior transactions whose Dispute Window has already closed (Section 7.6(e)). Users whose Dispute Window is still open at the time of removal may submit a refund request under the general rule in Section 7.6(a). If the removal results from a Publisher misconduct termination, affected Users receive a full refund of their most recent payment for the affected Agent in accordance with Section 7.6(c), regardless of whether the Dispute Window has closed. A Tier 3 action that immediately terminates existing User access, or termination of a Download licence under Sections 5.5 and 9.3, may also require a full or partial refund under this Agreement, applicable law, a payment network or a payment-service provider. Any such refund is processed under Sections 7.6 and 7.9A.
• We may retain the Agent's public listing page (marked "Unavailable"), displaying reviews and ratings only, with no new purchases accepted.
• Where we remove an Agent entirely at our own discretion and not as a result of your breach, we will negotiate in good faith with you regarding appropriate compensation.

9.4 Publisher-Initiated Removal

You may remove your Agent voluntarily by:

• Submitting a removal request through the applicable Agent details page in the Publisher Console, or by email to [email protected] from the email address associated with your Publisher Account; the notice period begins on the date we acknowledge receipt of your request;
• Giving sixty (60) days' prior written notice for Subscription Agents, or thirty (30) days' for Hourly or Download Agents;
• Publishing a service discontinuation notice to affected Users through the Platform during the notice period;
• Continuing to serve active Subscribers and Hourly Users through the end of their respective paid periods before going offline, unless an immediate removal is required under this Agreement;
• Maintaining reasonable post-purchase support for Download Users during a transition period.

9.5 Appeals

You may appeal any enforcement action (other than a security-class termination as described in Section 9.2) by submitting a written request to [email protected] within 14 days of the action. We will respond in writing within a reasonable time. An appeal does not automatically reinstate a suspended Agent during review.

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Section 10. Disclaimer of Warranties

THE CAPAFY PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Our review of your Skill before publication indicates that no issues were detected at the time of review. It does not constitute a guarantee of your Skill's ongoing safety, accuracy, availability, or fitness for any purpose.

We make no warranty regarding the availability or performance of third-party LLM APIs, payment processors, or other external services. We are not liable for service interruptions or data loss resulting from events beyond our reasonable control, including natural disasters, acts of government, cyberattacks, infrastructure failures, or third-party service outages.

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Section 11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap

OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PUBLISHER PAYOUTS ACTUALLY PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) US$ 500.

11.3 Exceptions

The above limitations do not apply to liability arising from our fraud or willful misconduct, or to liability that cannot be excluded or limited under applicable law.

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Section 12. Indemnification

You agree to defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of any provision of this Agreement;
• Your Skill infringing any third party's intellectual property rights;
• Harmful Outputs generated by your Skill causing harm to Users or third parties;
• Your violation of applicable law, including data protection regulations;
• False or misleading information you provide to Users;
• Your tax non-compliance.

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Section 13. Confidentiality

13.1 Scope

"Confidential Information" means non-public information disclosed by one party to the other under this Agreement that is designated as confidential or that reasonably should be understood as confidential — including technical designs, pricing strategies, business data, product roadmaps, and User information.

13.2 Obligations

Each party must protect the other's Confidential Information with at least the same care used for its own, use it only to fulfill obligations under this Agreement, not disclose it to third parties without prior written consent, and limit access to personnel who need it and are bound by equivalent obligations.

13.3 Exceptions

Confidentiality obligations do not apply to information that is or becomes publicly known without breach, was already rightfully known before disclosure, is independently developed, or must be disclosed by law — provided the receiving party gives prompt notice where legally permitted.

13.4 Duration

Confidentiality obligations survive termination for three (3) years.

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Section 14. Modifications to This Agreement

We may modify this Agreement and its Schedules at any time. Changes take effect upon posting, except that emergency changes — modifications required to address an active security threat, comply with an urgent legal or regulatory obligation, or prevent material harm to Users or the Platform — take effect immediately without advance notice. Where an emergency change materially affects your rights or obligations and was not caused by your breach, you may terminate this Agreement within 14 days of becoming aware of the change without penalty.

Continued use of the Platform after a change takes effect constitutes acceptance, except that where Section 2.3 requires express acceptance of an updated version, continued operation of previously published Skills before that acceptance does not by itself constitute acceptance of the updated version. If you object to any change, you may terminate this Agreement by initiating the Skill removal process in Section 9.4.

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Section 15. Term & Termination

15.1 Term

This Agreement begins on the date you accept it and continues until terminated.

15.2 Termination by You

You may terminate on thirty (30) days' prior written notice, provided that the effective termination date may not occur before all applicable Skill removal notice periods under Section 9.4 have expired.

15.3 Termination by Us

We may terminate this Agreement:

• For cause, if you materially breach this Agreement and fail to cure within a reasonable period after written notice;
• Immediately, if you engage in fraud, illegal conduct, or security-class violations as described in Section 9.2;
• Immediately, if continuing the relationship would expose us to legal or regulatory liability;
• On sixty (60) days' notice, if we discontinue the Capafy Platform.

15.4 Effects of Termination

Upon termination:

• All rights we granted you cease immediately;
• You must stop using our trademarks and Platform access;
• Except where Capafy immediately restricts or removes an Agent under Section 9.2 Tier 3, we will honor active User Subscriptions and Hourly access periods during a transition period of up to ninety (90) days; Publisher Payouts accrued during this period settle per this Agreement; Download licences survive termination in accordance with Section 5.5;
• All accrued and undisputed payment obligations survive termination;
• Sections 6, 8.6, 12, 13, 15.4, 17, and 18 survive indefinitely. Sections 7.9A and 7.9B survive for so long as reasonably necessary to administer post-termination Chargebacks, Recoverable Amounts, Reserves and final settlement in accordance with those Sections.

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Section 16. Notices

To us: Send formal notices to [email protected] (in English) or through the Publisher Console's support ticket system. Email notices are deemed received twenty-four (24) hours after transmission. The same address ([email protected]) is used for all communications with the Platform, including legal notices, report appeals, security incidents, and voluntary Skill removal requests.

To you: We may give formal notices by email to your registered address or by public announcement on the Capafy publisher portal. You are responsible for keeping your contact information current.

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Section 17. Governing Law & Dispute Resolution

17.1 Governing Law

This Agreement is governed by the laws of Singapore, without regard to conflict of law principles.

17.2 Good-Faith Negotiation

Before initiating formal proceedings, the party raising a dispute must notify the other in writing. The parties will attempt to resolve the dispute in good faith for thirty (30) days following that notice.

17.3 Arbitration

Unresolved disputes will be finally settled by binding arbitration under the rules of the Singapore International Arbitration Centre (SIAC), seated in Singapore, conducted in English. The award is final and binding on both parties.

17.4 Interim Relief

Nothing in this Section prevents either party from seeking emergency injunctive or interim relief from a court of competent jurisdiction to protect intellectual property rights or Confidential Information pending arbitration.

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Section 18. General Provisions

18.1 Entire Agreement

This Agreement (including all Schedules, and as supplemented by the Capafy Terms of Service) is the complete agreement between us regarding your role as a Publisher and supersedes all prior agreements and understandings on that subject.

18.2 Assignment

You may not assign any rights or obligations without our prior written consent. We may assign this Agreement to an affiliate or in connection with a business transaction upon written notice.

18.3 Independent Contractors

The parties are independent contractors. Except for Capafy's appointment as the Publisher's commercial agent under Section 7.3, and any status imposed solely by applicable Indirect Tax Laws under Section 7.10(a), nothing in this Agreement creates a partnership, joint venture, employment, fiduciary or general agency relationship.

18.4 No Waiver

Our failure to enforce any provision is not a waiver of our right to do so in the future.

18.5 Severability

If any provision is invalid or unenforceable, it will be modified minimally to be enforceable; all other provisions continue in full force.

18.6 Export Compliance

You must comply with all applicable export control laws and sanctions regimes, including U.S. Export Administration Regulations (EAR). You must not make your Skills available to sanctioned countries, regions, or persons.

18.7 Language

This Agreement is in English. If translated, the English version governs.

18.8 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by events beyond that party's reasonable control, including natural disasters, acts of government, war, labor disputes, internet or infrastructure failures, or third-party service outages. The affected party must promptly notify the other of the event and use reasonable efforts to resume performance. Payment obligations that have already accrued are not excused by force majeure.

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Schedule A: Skill Content Standards

A.1 Required Standards

• Your Skill must comply with applicable laws in every jurisdiction where it is offered.
• Skills in professional domains (medical, legal, financial, mental health) must include clear disclaimers that outputs do not constitute professional advice.
• Skills with age-restricted content must integrate our age-verification mechanism.
• Your Skill must accurately disclose which third-party models or services it invokes.

A.2 Absolutely Prohibited

Regardless of context or claimed purpose:

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A.3 Category-Specific Requirements

A.3.1 Financial Information Skills

If You publish a Skill categorized under "Financial Information," "Financial Analysis," "Trading Analysis," "Investment Research," "Crypto," or any similar category, You acknowledge and agree:

1. Informational and educational purpose only. Your Skill provides content for informational and educational purposes only, and does not constitute financial advice, investment advice, trading guidance, or a recommendation to buy or sell any security under U.S. SEC regulations, EU MiFID II, or any similar law in any jurisdiction.
2. Sole responsibility for legal compliance. You are solely responsible for the legal compliance of your Skill in all jurisdictions where it is accessible, including obtaining and maintaining any professional license, registration, or authorization required for the activities your Skill performs.
3. Prohibited language. Your Skill name, description, marketing copy, and Skill output must not use any of the following:
   • Guarantees of return, profit, or risk-free outcomes (e.g., "Guaranteed returns," "Risk-free," "Sure profits");
   • Direct buy/sell recommendations targeting specific securities used as product marketing;
   • Claims that the Skill will "beat the market," produce "accurate predictions," or similar predictive certainty;
   • Specific price targets, stop-loss levels, or position sizing recommendations;
   • Claims of professional qualifications (e.g., "licensed advisor," "certified financial planner," "registered investment adviser") that You do not actually hold, or that imply Capafy holds such qualifications.
4. Platform-Level Disclaimer Notice. As a courtesy to Users, Capafy may display, in its sole discretion, a platform-level compliance notice in the Agent detail page and chat interface for Skills classified in financial categories. Such platform-level notice:
   • is provided by Capafy as additional, supplemental information beyond Publisher's own obligations;
   • does not constitute Capafy's endorsement, verification, or assumption of responsibility for any Skill or its outputs;
   • does not relieve Publisher of any obligation under this Agreement, including the obligation to ensure Skill outputs comply with this Section A.3.1; and
   • may be modified, relocated, or discontinued at any time at Capafy's sole discretion, without notice to Publisher.
   Publisher remains solely responsible for ensuring that Skill outputs do not use language that overrides, contradicts, or undermines such platform-level notice — including by framing outputs as definitive investment advice, by claiming certainty about future performance, or by presenting outputs as the recommendation of a licensed professional.
5. Cumulative Violations. Three (3) substantiated violations of this Section A.3.1, occurring within any rolling twelve (12)-month period, will be treated as a security-class violation under Section 9.2 Tier 5 of this Agreement. Upon the third substantiated violation, Capafy will follow the steps set forth in Section 9.2 Tier 5, including immediate unpublishing of all of Your Skills, freezing of pending Publisher Payouts, refunding affected Users from Capafy's own funds under Section 7.6(c), with Capafy entitled to recover all or part of the refunded amount from the Publisher in accordance with Sections 7.9A and 7.9B, and permanent removal of Your Publisher Account. Cumulative violation terminations under this subsection are not subject to internal appeal but may be pursued through SIAC arbitration under Section 17.
6. Acknowledgment at Submission. Each time You submit a new Skill or Skill version under any category listed in this Section A.3.1, You must affirmatively acknowledge — by checking a designated confirmation box in the Publisher Skill submission interface, or by such other mechanism as Capafy may designate — that the submitted Skill complies with this Section A.3.1. Where Capafy has not yet implemented a designated acknowledgment mechanism for any such category, Your submission of a Skill under that category constitutes implicit acknowledgment of and agreement to this Section A.3.1.
7. Indemnification. You agree to defend, indemnify, and hold harmless Capafy against any claims arising from your Skill's financial-related outputs, including but not limited to user claims of investment losses.

A.3.2 Legal Information Skills

If You publish a Skill categorized under "Legal Information," "Legal Research," "Contract Analysis," "Law-related Question Answering," or any similar category, You acknowledge and agree:

1. Your Skill provides content for informational and educational purposes only, and does not constitute legal advice and does not create an attorney-client relationship between any User and any Publisher, Capafy, or any other party.
2. You are solely responsible for the legal compliance of your Skill in all jurisdictions where it is accessible, including obtaining and maintaining any bar admission, attorney license, or other professional authorization required for the activities your Skill performs.
3. Your Skill name, description, marketing copy, and Skill output must not use any of the following:
   • Definitive statements of legal conclusion in a User's specific factual situation (e.g., "You are liable for...," "You have a valid case," "You will win this case");
   • Specific legal strategy recommendations that purport to replace consultation with a licensed attorney;
   • Claims of professional qualifications (e.g., "licensed attorney," "certified specialist," "bar-admitted") that You do not actually hold, or that imply Capafy holds such qualifications;
   • Guarantees of specific legal outcomes or success rates.
4. Platform-Level Disclaimer Notice. The provisions of Section A.3.1(d) are incorporated into this Section A.3.2, with each reference to financial categories, financial advice, investment advice, future performance or a licensed financial professional read as a reference to legal categories, legal advice, legal outcomes or a licensed attorney, as applicable, and each reference to Section A.3.1 read as a reference to this Section A.3.2.
5. Cumulative Violations. The provisions of Section A.3.1(e) are incorporated into this Section A.3.2, with each reference to Section A.3.1 read as a reference to this Section A.3.2.
6. Acknowledgment at Submission. The provisions of Section A.3.1(f) are incorporated into this Section A.3.2, with each reference to Section A.3.1 read as a reference to this Section A.3.2.
7. Indemnification. You agree to defend, indemnify, and hold harmless Capafy against any claims arising from your Skill's legal-related outputs, including but not limited to user claims of adverse legal consequences.

A.3.3 Medical and Health Information Skills

1. Your Skill provides content for informational and educational purposes only, and does not constitute medical advice, diagnosis, or treatment.
2. You are solely responsible for the legal compliance of your Skill in all jurisdictions where it is accessible, including obtaining and maintaining any medical license, healthcare provider registration, or other professional authorization required for the activities your Skill performs. You must additionally comply with HIPAA (where applicable), GDPR Article 9 requirements for special category data, and equivalent health data protection regulations in other jurisdictions.
3. Your Skill name, description, marketing copy, and Skill output must not use any of the following:
   • Definitive medical diagnoses based on User-described symptoms (e.g., "You have...," "Your diagnosis is...");
   • Specific treatment recommendations that purport to replace consultation with a licensed healthcare professional;
   • Specific medication recommendations, dosages, or substitutions for prescribed medications;
   • Claims of professional qualifications (e.g., "licensed physician," "board-certified," "registered nurse") that You do not actually hold, or that imply Capafy holds such qualifications;
   • Discouragement of seeking emergency medical care for User-described symptoms suggestive of an emergency condition;
   • Promises of cures, healing, or specific health outcomes.
4. Platform-Level Disclaimer Notice. The provisions of Section A.3.1(d) are incorporated into this Section A.3.3, with each reference to financial categories, financial advice, investment advice, future performance or a licensed financial professional read as a reference to medical or health categories, medical advice, medical outcomes or a licensed medical professional, as applicable, and each reference to Section A.3.1 read as a reference to this Section A.3.3.
5. Cumulative Violations. The provisions of Section A.3.1(e) are incorporated into this Section A.3.3, with each reference to Section A.3.1 read as a reference to this Section A.3.3.
6. Acknowledgment at Submission. The provisions of Section A.3.1(f) are incorporated into this Section A.3.3, with each reference to Section A.3.1 read as a reference to this Section A.3.3.
7. Indemnification. You agree to defend, indemnify, and hold harmless Capafy against any claims arising from your Skill's medical-related outputs, including but not limited to user claims of adverse health outcomes.

A.3.4 Tax Information Skills

If You publish a Skill categorized under "Tax Information," "Tax Preparation," "Tax Planning," "Tax Research," or any similar category, You acknowledge and agree:

1. Your Skill provides content for informational and educational purposes only, and does not constitute tax advice or tax preparation services.
2. You are solely responsible for the legal compliance of your Skill in all jurisdictions where it is accessible, including obtaining and maintaining any CPA license, enrolled agent designation, tax preparer registration (e.g., U.S. IRS PTIN), or other professional authorization required for the activities your Skill performs.
3. Your Skill name, description, marketing copy, and Skill output must not use any of the following:
   • Definitive statements of a User's tax liability or filing position (e.g., "You owe...," "Your deduction is valid");
   • Specific tax planning strategies that purport to replace consultation with a licensed tax professional;
   • Guarantees of specific tax outcomes (e.g., "guaranteed refund," "audit-proof");
   • Claims of professional qualifications (e.g., "CPA," "enrolled agent," "tax attorney") that You do not actually hold, or that imply Capafy holds such qualifications;
   • Recommendations or workflows that would constitute tax fraud, evasion, or improper tax avoidance in any jurisdiction.
4. Platform-Level Disclaimer Notice. The provisions of Section A.3.1(d) are incorporated into this Section A.3.4, with each reference to financial categories, financial advice, investment advice, future performance or a licensed financial professional read as a reference to tax categories, tax advice, tax outcomes or a licensed tax professional, as applicable, and each reference to Section A.3.1 read as a reference to this Section A.3.4.
5. Cumulative Violations. The provisions of Section A.3.1(e) are incorporated into this Section A.3.4, with each reference to Section A.3.1 read as a reference to this Section A.3.4.
6. Acknowledgment at Submission. The provisions of Section A.3.1(f) are incorporated into this Section A.3.4, with each reference to Section A.3.1 read as a reference to this Section A.3.4.
7. Indemnification. You agree to defend, indemnify, and hold harmless Capafy against any claims arising from your Skill's tax-related outputs, including but not limited to user claims arising from incorrect tax filings or assessed penalties.

A.3.5 Other Regulated Domains

If You publish a Skill that addresses any other regulated domain — including but not limited to insurance, securities lending, child development, education credentialing, or other professional licensing — your Skill provides content for informational and educational purposes only and does not constitute professional advice in such domain. You are solely responsible for: (i) the legal compliance of your Skill in all jurisdictions where it is accessible; (ii) obtaining and maintaining any professional licenses required for the activities your Skill performs; and (iii) ensuring Skill outputs do not exceed the limits of informational presentation. The platform-level disclaimer mechanism described in Section A.3.1(d) and the cumulative violation framework in Section A.3.1(e) may apply to such Skills at Capafy's discretion. You agree to defend and indemnify Capafy against any claims arising from your Skill's outputs in such regulated domain.

A.3.6 Identity Impersonation and Synthetic Biometric Content

1. Prohibition. Unless every condition in paragraph 4 is satisfied, Publisher may not develop, submit, upload, publish, distribute, market or otherwise make available any Skill, Agent, model, workflow, component or service that performs, is designed or marketed to perform, or materially enables:
   1. generating or altering images, audio or video so as to depict a Protected Person saying, doing, participating in or endorsing anything they did not — including by swapping, grafting, reconstructing, driving or animating their face, likeness, body, movements or voice — where the result would or reasonably could be taken by an ordinary audience to be genuine;
   2. cloning, synthesising, converting or imitating a Protected Person's voice, vocal print or manner of speech;
   3. otherwise enabling a user to impersonate another person, or producing content likely to be mistaken for an authentic recording, identification material or authorisation of a Protected Person; or
   4. producing, refining, supplying or giving instructions for material, tools or workflows that are intended, or reasonably designed or promoted, to defeat, deceive or circumvent facial recognition, liveness detection, voiceprint verification or other identity authentication or security controls.
2. Protected Person. Any individual, whether living or deceased, and whether or not a public figure; and any persona presented under a fictional name or character that an ordinary audience would identify with, or associate with, a specific individual by reason of appearance, voice, history, occupation, relationships or other characteristics.
3. No circumvention. This Section applies however the functionality is named, built or delivered. Publisher may not evade it, or achieve the prohibited result indirectly, through component splitting, external API calls, model weights, LoRAs, reference assets, prompt templates, tutorials, deployment instructions or any similar means.
4. Limited exception. A function within paragraph 1 may be offered only where Capafy has given prior written approval for the specific Skill, version and use, and Publisher can demonstrate on a continuing basis that:
   1. the depicted person — or, where deceased, the estate representative, heir or other party legally entitled to consent, and any guardian whose consent is required by applicable law — has given written, express, informed and valid consent covering the specific use, content type, territory, term and distribution, as well as the processing carried out by Publisher to provide the service and by Capafy to host, review and distribute it;
   2. every output discloses clearly and conspicuously that it is synthetic, modified or simulated — affixed to the content itself for images and video, and given in the delivery interface and before playback for audio-only content — and carries machine-readable metadata and an invisible watermark meeting the technical standards Capafy specifies from time to time; and
   3. Publisher has completed Capafy's pre-notification process and retains and produces, on request, the consent evidence, functional description, risk controls and intended use cases Capafy requires.

For the avoidance of doubt, no exception is available under this paragraph for conduct described in paragraph 1(d).

Capafy may grant, refuse, condition, suspend or withdraw any exception at its discretion. No approval, absence of findings or failure to act constitutes endorsement, warranty or assumption of liability by Capafy, or relieves Publisher of any obligation.

Publisher must produce adequate consent and compliance evidence within two business days of request. Failure to do so, or production of evidence that is plainly incomplete, expired or inapplicable to the use in question, is a material breach of this Section. User declarations, checkboxes and consent obtained after the fact are not by themselves sufficient.

5. Safeguards. Any Skill that accepts or generates images, audio or video must implement and maintain effective technical and organisational measures to refuse, block or restrict the requests described in paragraph 1 and obvious attempts to evade them — particularly requests involving identifiable Protected Persons, public figures, political figures, or bypass of identity verification.
6. Breach and consequences. Breach of this Section does not require intent, actual harm, completed fraud, or successful bypass of any verification system. Breach is material, and Capafy may act under Section 9 and any other applicable terms.

Schedule B: Platform Fee and Settlement Details

B.1 Platform Fee

Capafy charges a Platform Fee of 20% of the applicable transaction base. For Subscription transactions, the applicable transaction base is the Net Transaction Amount less the applicable Platform Sandbox Fee. For Hourly and Download transactions, the applicable transaction base is the Net Transaction Amount.

B.2 Platform Sandbox Fee (Subscription Skills)

Platform Sandbox Fees are based on Capafy's disclosed cloud-runtime cost schedule and may reflect a reasonable allocation of infrastructure costs associated with the applicable execution mode. Current rates are published in the Publisher Console. Adjustments require 30 days' advance notice; existing Skills have a 30-day penalty-free unpublish window following any increase.

B.3 Subscription Pricing Minimums

Subscription prices must meet the per-period minimums published in the Publisher Console, unless Capafy expressly permits a free Subscription. Minimums are set to ensure Publisher Payouts remain viable after Platform Sandbox Fee deductions. Download pricing has no minimum and free Downloads are permitted. Hourly pricing does not have a Subscription-style minimum, but an Hourly offering must have a positive price.

B.4 Settlement Terms

• Settlement currency: USD for calculation of Publisher Payouts. Actual payouts may be processed in the currency and by the method available for the Publisher's payout details, subject to applicable exchange rates and bank or intermediary fees.
• Settlement date: Payouts are initiated on or after the 15th day following the end of the settlement month.
• Dispute Window: 7 days from a successful payment.
• Minimum payout threshold: US$ 100.00 (rolls over if not met).
• Reserve: Capafy does not apply a Reserve as a general practice. A Publisher-specific Reserve may be imposed only in accordance with Section 7.9B.

B.5 Refund Treatment by Model

The same rule governs all paid order types: refund requests may be raised within the 7-day Dispute Window (starting at successful payment); after the Dispute Window closes, the transaction is final. Carve-outs in §7.6(c) (misconduct termination), §7.6(d) (mandatory statutory rights), a Tier 3 action under §9.2 that immediately terminates existing User access, and termination of a Download licence under §§5.5 and 9.3 apply as stated in those provisions regardless of the Dispute Window. This rule governs requests made through the Platform and does not limit a Chargeback, which is addressed in Section 7.9A.

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Schedule C: Minimum End-User License Requirements

The license you grant to Users must include at minimum:

1. Use of the Skill is limited to the User's personal or authorized business purposes within the Capafy Platform (or, for Download Skill Package deliveries, in the User's own Agent Client).
2. Users may not reverse-engineer or attempt to extract proprietary logic from cloud-hosted Skills (Subscription or Hourly). For Download Skill Package deliveries, Users may view the files included in the delivered Skill Package for their own use, but may not modify, redistribute, resell, or republish the Skill Package on any platform.
3. Users must not use the Skill for any unlawful purpose.
4. Users must not use a Download Skill Package to train any AI model.
5. The AI-generated nature of Skill outputs must be disclosed, including applicable limitations and disclaimers.
6. Your refund and access-duration terms (as applicable) must be stated.
7. Users are bound by the Capafy Platform's Terms of Service.
8. If a Skill is removed for breach of Section A.3.6 of Schedule A, illegal activity, a safety or security issue, a substantiated infringement claim, or a regulatory, court, law-enforcement, payment-network or payment-service-provider requirement, the user's license to that Skill and its Skill Package terminates immediately. The user may not continue to run, copy, modify, distribute, resell or otherwise use the Skill Package, and must cease use and delete all reasonably accessible copies in their possession as directed by Publisher or Capafy.

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Schedule D: Data Processing Agreement

For details, please refer to: Data Processing Agreement

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Schedule E: Supported Countries and Regions

The Capafy Platform is available to Publishers located in, ordinarily resident in, or operating from the countries and regions listed below. Any country, region, or territory not listed in this Schedule is not supported, and Publishers in unsupported jurisdictions are not eligible to register, distribute Skills, or receive settlement payments. This Schedule may be updated from time to time in accordance with Section 2.10.

E.1 Africa

Algeria; Angola; Benin; Botswana; Burkina Faso; Cabo Verde; Côte d'Ivoire; Egypt; Gabon; Gambia; Ghana; Guinea-Bissau; Kenya; Liberia; Malawi; Mali; Mauritania; Mauritius; Morocco; Mozambique; Namibia; Niger; Nigeria; Rwanda; São Tomé and Príncipe; Senegal; Seychelles; Sierra Leone; South Africa; Tanzania; Tunisia; Uganda; Zambia.

E.2 Americas

Anguilla; Antigua and Barbuda; Argentina; Bahamas; Barbados; Bermuda; Bolivia; Brazil; Canada; Cayman Islands; Chile; Colombia; Costa Rica; Dominica; Dominican Republic; Ecuador; El Salvador; Grenada; Guatemala; Guyana; Honduras; Jamaica; Mexico; Montserrat; Nicaragua; Panama; Paraguay; Peru; Saint Kitts and Nevis; Saint Lucia; Saint Vincent and the Grenadines; Suriname; Trinidad and Tobago; Turks and Caicos; United States of America; Uruguay.

E.3 Asia Pacific

Australia; Bhutan; Brunei Darussalam; Cambodia; China Mainland; Federated States of Micronesia; Fiji; Hong Kong; India; Indonesia; Japan; Kazakhstan; Republic of Korea; Kyrgyzstan; Laos; Macao; Malaysia; Maldives; Mongolia; Nauru; Nepal; New Zealand; Pakistan; Palau; Papua New Guinea; Philippines; Singapore; Solomon Islands; Sri Lanka; Taiwan; Tajikistan; Thailand; Tonga; Uzbekistan; Vanuatu; Vietnam.

E.4 Europe

Albania; Armenia; Austria; Azerbaijan; Belgium; Bosnia and Herzegovina; Bulgaria; Croatia; Cyprus; Czechia; Denmark; Estonia; Finland; France; Georgia; Germany; Greece; Hungary; Iceland; Ireland; Italy; Kosovo; Latvia; Lithuania; Luxembourg; Malta; Moldova; Montenegro; Netherlands; North Macedonia; Norway; Poland; Portugal; Romania; Serbia; Slovakia; Slovenia; Spain; Sweden; Switzerland; Türkiye; Ukraine; United Kingdom.

E.5 Middle East

Bahrain; Israel; Kuwait; Lebanon; Oman; Qatar; Saudi Arabia; United Arab Emirates.

E.6 Jurisdictions Not Supported

For the avoidance of doubt, any country, region, or territory that is not expressly listed in Sections E.1 through E.5 above is not supported. The Platform is also unavailable where providing the Platform, processing a transaction, or making a payout would violate applicable sanctions or export-control laws, payment-network restrictions, or Capafy's financial-institution requirements.

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Section 19. Contact Us

Mailing address: CAPAFY PTE. LTD., 60 PAYA LEBAR ROAD, #11-47, PAYA LEBAR SQUARE, SINGAPORE 409051

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This Agreement is issued by CAPAFY PTE. LTD., incorporated in Singapore.
Registered address: 60 PAYA LEBAR ROAD, #11-47, PAYA LEBAR SQUARE, SINGAPORE 409051
English is the sole authoritative language of this Agreement. Any translation is provided for reference only.