Effective Date: April 2, 2026

This API Marketplace Merchant Agreement (the "Agreement") is entered into between [Cenetrium Inc.] ("CENETRIUM") and the merchant identified in the onboarding submission accepting this Agreement (the "Merchant"). CENETRIUM operates an API marketplace platform (the "Marketplace") that enables end users to discover and call APIs offered by third-party providers, including via x402 per-call settlement. The Merchant wishes to list one or more APIs on the Marketplace on the terms below. CENETRIUM and the Merchant are each a "Party" and together the "Parties." By submitting an onboarding application, clicking to accept, listing on the Marketplace, or otherwise indicating acceptance of this Agreement through the Marketplace interface, the Merchant agrees to be bound by this Agreement and the then-current Platform Rules.

18.1 Definitions. "Marketplace Services" means the directory, discovery, technical routing, x402-compatible payment-instruction, and administrative platform services (including the Merchant Dashboard and invoicing tools) provided by CENETRIUM in consideration of the Platform Fee.

"Acceptable Use Policy" means CENETRIUM's then-current acceptable use and content policy applicable to the Marketplace, as published by CENETRIUM and updated from time to time in accordance with Section 17.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Agent" means any AI agent, automated system, or other software acting on behalf of an End User to discover, call, or pay for any Merchant API through the Marketplace.

"Applicable Law" means all laws, regulations, rules, orders, and directives of any governmental authority applicable to a Party, the Marketplace, the Merchant API, or any End User, including sanctions, AML, anti-bribery, export controls, data protection, consumer protection, intellectual property, AI governance, content regulation, and digital asset laws.

"Confidential Information" has the meaning given in Section 16.1.

"Digital Assets" means cryptocurrencies, stablecoins, tokens, non-fungible tokens, and other digital tokens or representations of value recorded on a blockchain or distributed ledger, including any such assets transferred under x402 or any successor payment standard.

"DPA" means the data processing addendum (if any) entered into between CENETRIUM and the Merchant in connection with this Agreement, as referenced in Section 2.1(f).

"End User" means any Marketplace user that initiates a call to, or pays for, any Merchant API through the Marketplace, including where such call or payment is initiated by an Agent acting on behalf of such user.

"End User Data" means any data relating to an End User received by the Merchant in connection with a Merchant API call, including identity, account, transaction, payment, usage, and input data.

"Gross Settlement Amount" means, for any period, the aggregate amount paid or payable by End Users to the Merchant for calls to Merchant APIs initiated through the Marketplace during such period, before any Platform Fee.

"Listing" means any page, description, specification, parameter, schema, sample call, performance indication, pricing, or other information regarding a Merchant API displayed through the Marketplace.

"Marketplace User Terms" means the Terms of Service that govern the relationship between CENETRIUM and End Users.

"Merchant API" means any API or AI-based service the Merchant lists on, or makes accessible through, the Marketplace.

"Output" means any data, content, response, result, prediction, recommendation, or other output generated by or returned from a Merchant API in response to an End User call.

"Platform Fee" has the meaning given in Section 5.3 and is set forth in the Merchant's onboarding submission or the Merchant Dashboard.

"Platform Rules" means the technical, operational, content, and compliance rules applicable to Merchants on the Marketplace, including the Acceptable Use Policy, as updated under Section 17.

"Sanctions" means any economic or trade sanction administered by the U.S. Office of Foreign Assets Control, U.S. State Department, UN Security Council, EU, His Majesty's Treasury (UK), or any other governmental authority with jurisdiction.

"x402" means the open HTTP-native payment protocol originally introduced by Coinbase, based on the HTTP 402 Payment Required status code, that enables stablecoin-based per-request or per-use payments between a client, including an API consumer or an Agent acting on its behalf, and an API or service provider, including any successor version, fork, modification, or x402-compatible implementation supported through the Marketplace.

18.2 Onboarding; Eligibility; Compliance

18.2.1 Onboarding Submission. Before listing on the Marketplace, the Merchant shall submit to CENETRIUM the following information, documents, and certifications:

(a) Corporate/KYB: the Merchant's legal entity name, jurisdiction of incorporation and registered number, registered address and primary place of business, certified copies of constitutional documents, identification of directors and beneficial owners holding 25% or more, authorized signatories and their identification, and most recent audited or unaudited financial statements (if available);

(b) Sanctions/AML screening: confirmation that the Merchant, its beneficial owners, and its directors are not on any Sanctions list; a description of the Merchant's AML, KYC, and Sanctions compliance program (if applicable); and the jurisdictions in which the Merchant offers the Merchant APIs together with any restrictions or licensing in those jurisdictions;

(c) Compliance self-certification covering (i) intellectual property ownership and clearance for the Merchant API and its training data (where applicable), (ii) data protection and privacy compliance (including applicable cross-border transfer mechanisms), (iii) AI risk classification and disclosures, (iv) content categories handled by the Merchant API, and (v) any sectoral regulatory licensing (e.g. financial, healthcare, legal);

(d) Technical and integration materials, comprising API documentation, schema, endpoints, sample calls, authentication and rate limiting configurations, supported call and response formats, characteristics regarding latency, availability, and throughput, a summary of the security posture, and the version and change management policy;

(e) Settlement and tax details, explicitly the wallet address or payment endpoint for x402 settlement, the preferred settlement asset such as USDC, tax residence and any applicable tax treaty positions, as well as the invoicing entity and contact for Platform Fee invoices; and

(f) A data processing addendum, where applicable, requiring the execution of the Data Processing Addendum provided by CENETRIUM, which shall include the identification of the categories of personal data, processing purposes, subprocessors, security measures, and applicable international transfer mechanisms such as EU Standard Contractual Clauses.

18.2.2 CENETRIUM Discretion; Continuing Obligations. CENETRIUM may, in its sole discretion, accept, reject, or condition any onboarding submission. CENETRIUM's review is performed solely for its own benefit, does not constitute an endorsement or certification, and does not relieve the Merchant of any obligation. Throughout the Term, the Merchant shall (a) maintain all licenses, registrations, authorizations, and qualifications necessary for the lawful operation of the Merchant APIs in each jurisdiction; (b) promptly notify CENETRIUM of any material change to the information provided under Section 2.1 (including changes in beneficial ownership, regulatory status, Sanctions status, material litigation, or insolvency event); and (c) cooperate with reasonable compliance, security, or risk inquiries.

18.3 Listings; Platform Discretion

18.3.1 Merchant-Supplied Listings. The Merchant shall provide all Listing content, including descriptions, specifications, pricing, sample calls, documentation, performance representations, branding, and other materials, and is solely responsible for their accuracy, completeness, lawfulness, and non-infringing nature.

18.3.2 CENETRIUM Discretion. CENETRIUM has sole discretion over Listing format, layout, categorization, ranking, search behavior, presentation, prominence, and visibility, and may edit copy for clarity, formatting, or compliance. The Merchant has no right to any particular placement, ranking, exposure, or traffic volume; no projection or estimate of traffic, demand, conversion, or revenue is a guarantee. Nothing in this Agreement grants exclusivity, and CENETRIUM may list any number of merchants offering similar or competing APIs.

18.3.3 Removal Rights. Without prejudice to Section 13, CENETRIUM may, in its sole discretion and without obligation, modify, suspend, restrict, re-rank, or remove any Listing at any time for operational, compliance, security, content, performance, IP, or reputational reasons.

18.4 Service Levels; Performance; Changes

18.4.1 Merchant Responsibility. The Merchant is solely responsible for the operation, availability, performance, accuracy, security, and continuity of each Merchant API, and shall deliver each Merchant API in accordance with (a) the description in the relevant Listing, (b) any service-level commitments in the Listing or Merchant Terms, and (c) Applicable Law. CENETRIUM has no obligation to deliver or guarantee performance of any Merchant API.

18.4.2 Operational Requirements. Without limiting Section 4.1, the Merchant shall (a) operate the Merchant APIs in accordance with CENETRIUM's technical integration and security requirements; (b) take reasonable measures to maintain availability, security, and integrity (including patching, monitoring, and incident response); (c) maintain accurate, current API documentation; (d) promptly notify CENETRIUM of any material defect, outage, security incident, vulnerability, or data breach; and (e) cooperate in investigating and resolving End User complaints or technical issues.

18.4.3 Changes; Merchant Terms. The Merchant may modify, version, or deprecate any Merchant API, provided that it (a) maintains backward compatibility for a reasonable transition period or gives at least 30 days' advance notice for material changes affecting integration, (b) updates the relevant Listing, and (c) does not breach this Agreement, the Platform Rules, the Acceptable Use Policy, or Applicable Law. Any Merchant-specific terms imposed on End Users (collectively, "Merchant Terms") shall (i) be reasonable, non-misleading, and consistent with this Agreement and Applicable Law; (ii) be conspicuously available to End Users before or at the time of first call; (iii) not purport to bind CENETRIUM or its Affiliates; and (iv) not conflict with the Marketplace User Terms or purport to disclaim or modify CENETRIUM's rights. In any conflict between Merchant Terms and this Agreement, this Agreement controls.

CENETRIUM may require prior review or approval of any material change to a Merchant API, Merchant Terms, pricing, data handling practice, supported payment method, or security configuration, and may suspend or restrict the relevant Listing until such review is completed to CENETRIUM's reasonable satisfaction.

18.5 Pricing; Payment Path; Platform Fees; Settlement

18.5.1 Merchant Sets Pricing. The Merchant shall set the price payable by End Users for each call and shall display such pricing transparently in the relevant Listing. CENETRIUM does not represent, warrant, or guarantee any minimum call volume, traffic, demand, revenue, or growth in respect of any Merchant API. The Merchant assumes all risk of low or no demand.

18.5.2 Payment Path. Payments by End Users for Merchant API calls are settled directly from the End User's payment source to the Merchant's designated wallet address or payment endpoint via x402 or other supported per-call payment mechanism. CENETRIUM does not receive, hold, escrow, pool, commingle, or otherwise have custody or control of End User payments at any time, and is not a payment processor, money services business, money transmitter, or other regulated payment intermediary in respect of such payments. The Merchant bears all transaction, stablecoin, network, blockchain, and gas-related risks associated with the receipt of such payments.

18.5.3 Platform Fees. In consideration of the Marketplace services, the Merchant shall pay CENETRIUM a platform fee (the "Platform Fee") calculated as a percentage of the Gross Settlement Amount attributable to that Merchant for each settlement period, at the rate agreed upon in the Merchant's onboarding submission or as displayed in the Merchant Dashboard from time to time. CENETRIUM may modify such rate in accordance with Section 17. Platform Fees are exclusive of taxes (Section 6).

18.5.4 Invoicing; Payment; Reconciliation.

Statements and invoices. After the end of each settlement period (the duration of which shall be displayed in the Merchant Dashboard), CENETRIUM shall deliver to the Merchant a statement setting out the Gross Settlement Amount, the applicable Platform Fee, and any reconciliation adjustments for such settlement period. CENETRIUM may issue an invoice based on such statement.

Payment. The Merchant shall pay the Platform Fee in the manner and to the account specified by CENETRIUM in the applicable invoice or the Merchant Dashboard, within thirty (30) days of the invoice date. Overdue amounts shall accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, whichever is lower.

Statement disputes. Any dispute as to a statement must be raised in writing within fourteen (14) days of delivery, specifying the disputed amount and the basis for the dispute in reasonable detail. Any amount not disputed within such period shall be deemed accepted by the Merchant. The Merchant shall remain obligated to pay all undisputed amounts when due.

Audit right. The Merchant may, at its own expense and on reasonable notice, no more than once in any twelve(12)-month period, engage an independent certified public accountant subject to customary confidentiality undertakings to audit CENETRIUM's records solely as to disputed Platform Fee amounts. If such audit determines that CENETRIUM has overstated the Platform Fee by more than five percent(5%) of the disputed amount, CENETRIUM shall refund the overcharge and reimburse the reasonable audit cost; otherwise the Merchant bears its own audit cost.

18.5.6 End User Refunds and Disputes. The Merchant is solely responsible for handling, funding, and resolving any refund, credit, replacement service, service failure, Paid-Not-Received Event, or other dispute relating to any Merchant API, except to the extent directly caused by CENETRIUM's breach of this Agreement, willful misconduct, or gross negligence. CENETRIUM may receive and process End User complaints, request information from the Merchant, and take action under the Platform Rules, but CENETRIUM does not assume the Merchant's refund, performance, or customer-support obligations in respect of any Merchant API.

18.6 Taxes; Invoicing

The Merchant is solely responsible for (a) determining, collecting, and remitting all taxes (including VAT, sales tax, use tax, withholding tax, or digital services tax) on End User payments, and (b) issuing all invoices, receipts, or fiscal documents required by Applicable Law. As between the Parties, CENETRIUM is not the seller or supplier of any Merchant API for tax purposes. All Platform Fees are exclusive of taxes, which shall be borne by the Merchant. If any withholding is required by Applicable Law, the Merchant shall (i) deduct and remit, (ii) furnish CENETRIUM with evidence of payment, and (iii) gross up the Platform Fee so CENETRIUM receives the net amount it would have received absent such withholding. CENETRIUM shall provide reasonable tax-residence documentation for the Merchant to obtain treaty relief.

18.7 Data Protection

18.7.1 Roles. Except where the DPA expressly provides otherwise, the Merchant is the controller (or equivalent) of End User Data it receives, accesses, processes, retains, or further transmits in connection with the Merchant API. CENETRIUM may separately act as an independent controller or processor, as applicable, in respect of data it processes for Marketplace operation, onboarding, routing, security, compliance, analytics, billing, dispute handling, and risk-control purposes. CENETRIUM does not assume controller responsibility on behalf of the Merchant for the Merchant's processing of End User Data.

18.7.2 Compliance; Breach Notification; AI Training. The Merchant shall:

(a) comply with all Applicable Law in respect of End User Data, including data protection, privacy, sectoral compliance, export control, cross-border transfer, retention, and breach notification requirements;

(b) maintain appropriate technical and organizational measures (including encryption in transit and at rest, access controls, logging, and incident response) commensurate with the sensitivity of the data and the nature of the Merchant API;

(c) not use, retain, or disclose End User Data except as strictly necessary to provide the Merchant API or as expressly authorized by the End User; and

(d) cooperate with CENETRIUM, at the Merchant's expense, in responding to any End User request, data subject request, regulator inquiry, or law enforcement request. The Merchant shall notify CENETRIUM in writing without undue delay, and in any event within seventy-two (72) hours, of any actual or reasonably suspected breach of End User Data or any security incident affecting any Merchant API. The Merchant shall not use End User Data or any End User input for the training, fine-tuning, evaluation, benchmarking, or improvement of any AI model unless (i) the Merchant has obtained valid informed consent from the End User in compliance with Applicable Law and (ii) such use is permitted by the Merchant Terms and, where required by Applicable Law, by the Marketplace User Terms.

18.8 Intellectual Property; Licenses

18.8.1 Ownership. As between the Parties, the Merchant retains all rights in the Merchant APIs, Listings, Merchant Terms, Merchant trademarks, and all Output generated by the Merchant APIs (subject to any licenses the Merchant grants End Users). CENETRIUM retains all rights in the Marketplace, the Platform Rules, the Marketplace User Terms, all CENETRIUM software, content, and branding, and the aggregated/de-identified statistics described in Section 8.2(b).

18.8.2 License to CENETRIUM. During the Term, the Merchant grants CENETRIUM a worldwide, non-exclusive, royalty-free, sublicensable license to (a) host, display, distribute, transmit, route, perform, modify (for formatting/translation), and otherwise use the Listings, the Merchant's name, trademarks, logos, and API documentation, and Output, solely to the extent necessary to operate the Marketplace, present the Merchant APIs to End Users, process calls, transmit responses, troubleshoot issues, and market the Marketplace; and (b) collect, analyze, and use aggregated and de-identified statistics regarding the use of, and demand for, the Merchant APIs for CENETRIUM's internal business purposes. Except as expressly granted, neither Party grants the other any license by implication, estoppel, or otherwise.

18.9 Compliance; Sanctions; AML; AI Risk

18.9.1 Compliance; Cooperation. The Merchant shall, at its own expense, comply with all Applicable Law in connection with the Merchant APIs, this Agreement, and its participation in the Marketplace, and shall cooperate, at its own expense and to the extent permitted by Applicable Law, with any reasonable CENETRIUM request in connection with any investigation, audit, or proceeding by a governmental authority, regulator, or law enforcement that relates to the Merchant APIs or End User activity.

18.9.2 Sanctions; AML. The Merchant represents and warrants that (a) it is not, and is not owned or controlled by, a person or entity subject to Sanctions; (b) it shall not, directly or indirectly, offer the Merchant APIs to, or accept payments from, any person subject to Sanctions or located in a comprehensively sanctioned jurisdiction; (c) it maintains reasonable AML, counter-terrorism-financing, and Sanctions compliance procedures appropriate to its business; and (d) it shall promptly notify CENETRIUM if any of the foregoing ceases to be true.

The Merchant shall not designate, use, or receive payments through any wallet address or payment endpoint that is subject to Sanctions, associated with illicit activity, or reasonably identified as high risk, and shall maintain reasonable procedures to monitor and respond to sanctions, AML, fraud, and illicit-finance risks associated with payments received through the Marketplace.

18.9.3 AI Risk; Content. Where any Merchant API uses or embeds an AI system, the Merchant shall (a) accurately classify the AI system's risk category under Applicable Law (including, where applicable, the EU AI Act or U.S. AI-related federal/state laws), in onboarding and in the Listing; (b) provide End Users with the notices, disclosures, model documentation, or rights required by Applicable Law; (c) not market, list, or operate any Merchant API for any prohibited use case under Applicable Law; and (d) maintain incident reporting, content provenance, watermarking, or other obligations as required by Applicable Law. The Merchant shall ensure that no Merchant API is used or marketed to produce, host, distribute, or facilitate (i) child sexual abuse material; (ii) non-consensual intimate imagery; (iii) content inciting violence, terrorism, mass harm, or unlawful discrimination; or (iv) any content prohibited by Applicable Law or the Acceptable Use Policy.

18.10 Representations and Warranties

The Merchant represents and warrants to CENETRIUM, as of the Effective Date and on a continuing basis throughout the Term, that:

(a) it is duly organized and in good standing, has all power and authority to enter into and perform this Agreement, and this Agreement is its legal, valid, and binding obligation;

(b) its execution and performance does not conflict with any other agreement, judgment, or Applicable Law;

(c) it owns, or has all rights, licenses, consents, and authorizations necessary to operate, distribute, and license each Merchant API and all content, data, models, and outputs delivered or generated thereby, and the operation, listing, and use of the Merchant APIs does not infringe, misappropriate, or violate any intellectual property or other right of any third party;

(d) it has lawfully obtained and has lawful rights to use and disclose all data and training data underlying or used in connection with any Merchant API;

(e) each Merchant API and Listing accurately describes the functionality, parameters, performance, pricing, and operation, and is not false, misleading, or deceptive;

(f) no Merchant API contains any malicious code, virus, back door, or other harmful component, and the Merchant maintains industry-standard security practices;

(g) it has all necessary licenses, registrations, authorizations, and qualifications to operate the Merchant APIs in each jurisdiction in which it offers them; and

(h) all information provided in onboarding and on a continuing basis is true, accurate, complete, and not misleading.

(i) each wallet address or payment endpoint designated by the Merchant for settlement is owned or lawfully controlled by the Merchant, is accurate, is not subject to Sanctions, and is not used for unlawful, fraudulent, or illicit-finance activity.

18.11 Indemnification

18.11.1 Indemnification by Merchant. The Merchant shall defend, indemnify, and hold harmless CENETRIUM, its Affiliates, and its and their officers, directors, employees, contractors, agents, and representatives (the "CENETRIUM Indemnitees") from and against any claims, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses (including reasonable legal fees) (collectively, "Losses") arising out of or related to:

(a) any Merchant API, Listing, Merchant Terms, or conduct of the Merchant, its Affiliates, employees, contractors, or agents, and any claim by any End User or third party arising therefrom (including any Paid-Not-Received Event as defined in the Marketplace User Terms);

(b) any tax (other than CENETRIUM's income taxes) imposed in connection with any End User payment to the Merchant;

(c) any infringement, misappropriation, or violation by any Merchant API, Listing, or Merchant content of any intellectual property, publicity, privacy, contract, or confidentiality right;

(d) any breach by the Merchant of any data protection, privacy, sectoral compliance, AI governance, content regulation, or export control obligation, or any data breach affecting End User Data;

(e) any violation by the Merchant of Sanctions, AML, anti-bribery, anti-corruption, or tax law;

(f) any breach of this Agreement, the Platform Rules, the Acceptable Use Policy, or any representation or warranty; or

(g) any willful misconduct or gross negligence of the Merchant.

CENETRIUM will (i) provide the Merchant with prompt written notice of any claim for which indemnification is sought under this Section 11.1 (provided that any failure or delay in giving such notice shall not relieve the Merchant of its obligations except to the extent the Merchant is actually prejudiced thereby), (ii) tender control of the defense and settlement to the Merchant (provided that the Merchant shall not enter into any settlement that imposes any non-monetary obligation on, admits any liability of, or imposes any restriction on, any CENETRIUM Indemnitee without that Indemnitee's prior written consent), and (iii) cooperate reasonably with the Merchant at the Merchant's expense. Any CENETRIUM Indemnitee may, at its own cost, participate in the defense with separate counsel of its choosing. CENETRIUM may assume sole control of the defense if the Merchant fails to do so diligently.

18.11.2 Limited Indemnification. Subject to this Section and Section 12, CENETRIUM shall defend the Merchant against any third-party claim alleging that the Marketplace itself, as operated by CENETRIUM and used in accordance with this Agreement, directly infringes a third party's registered patent, registered trademark, or registered copyright (a "Platform IP Claim"), and pay any resulting damages or settlement amount agreed by CENETRIUM, provided that the Merchant (i) promptly notifies CENETRIUM, (ii) grants CENETRIUM sole control over defense and settlement, and (iii) reasonably cooperates at CENETRIUM's expense. CENETRIUM has no obligation to the extent the Platform IP Claim arises from (a) any Merchant API, Listing, Merchant content, Merchant Terms, End User Data, or End User input; (b) any combination of the Marketplace with any product, service, model, data, or technology not provided by CENETRIUM; (c) any modification of the Marketplace by anyone other than CENETRIUM; or (d) the Merchant's continued use after CENETRIUM has provided notice to cease. This Section 11.2 is the Merchant's sole and exclusive remedy in respect of any third-party IP claim relating to the Marketplace.

18.12 Limitation of Liability. To the fullest extent permitted by Applicable Law:

(a) Neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, opportunity, or Digital Assets, even if advised of the possibility of such damages.

(b) CENETRIUM's aggregate liability to the Merchant under this Agreement shall not exceed the greater of (i) the total Platform Fees actually paid by the Merchant to CENETRIUM during the three (3) months preceding the event giving rise to liability, and (ii) US$1,000; in any event, CENETRIUM's aggregate liability shall not exceed US$10,000 in the aggregate.

(c) The Merchant's aggregate liability to CENETRIUM under this Agreement shall not exceed the Gross Settlement Amount over the twelve (12) months preceding the event giving rise to liability; provided that the foregoing cap shall not apply to (i) the Merchant's indemnification obligations under Section 11.1(c) (IP), 11.1(d) (data/AI/content/export), or 11.1(e) (Sanctions/AML/anti-bribery/tax); (ii) the Merchant's breach of Section 9 (Compliance), Section 14 (End User Data; Non-Solicitation), or Section 16 (Confidentiality); (iii) any willful misconduct or gross negligence; or (iv) the Merchant's payment obligations under this Agreement.

(d) Nothing in this Agreement excludes liability that cannot be excluded under Applicable Law, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

18.13 Platform Rules; Enforcement; Suspension; Delisting

18.13.1 Platform Rules; Enforcement Actions. The Merchant shall comply with the Platform Rules (including the Acceptable Use Policy) as updated under Section 17. In response to any actual or suspected violation of this Agreement, the Platform Rules, or Applicable Law, CENETRIUM may, in its sole discretion, take any or all of the following actions: (a) request information or corrective action; (b) issue a warning; (c) restrict the visibility, ranking, or presentation of any Listing; (d) suspend any Listing or the Merchant's access; (e) delist any Listing or remove the Merchant from the Marketplace; (f) terminate this Agreement under Section 15; (g) report the matter to any governmental authority as required or permitted by Applicable Law; and (h) take such other action as CENETRIUM considers appropriate.

18.13.2 Standard Procedure. For non-emergency violations, CENETRIUM shall, before delisting or terminating, give written notice identifying the alleged violation and providing a cure period of fourteen (14) days (or such longer period as CENETRIUM may specify). The Merchant may, within such period, submit a written response together with supporting materials. CENETRIUM's determination following review of any such response shall be final, without prejudice to any right the Merchant may have under Applicable Law.

18.13.3 Emergency Action. Notwithstanding Section 13.2, CENETRIUM may, without prior notice, suspend, restrict, or delist any Listing or remove the Merchant where CENETRIUM in good faith considers immediate action necessary in light of (a) Applicable Law, court order, governmental request, or regulatory inquiry; (b) Sanctions, AML, content, child safety, or national security concerns; (c) credible IP infringement allegations; (d) a security incident, fraud, or threat to Marketplace integrity; (e) material risk of harm; or (f) the Merchant's insolvency or material adverse change. CENETRIUM shall notify the Merchant of any such action as soon as reasonably practicable. Any action taken under this Section 13 is without prejudice to any other right or remedy of CENETRIUM and does not give rise to any liability of CENETRIUM to the Merchant.

18.14 End User Data; Non-Solicitation

18.14.1 Minimum Necessary Use. The Merchant shall access, collect, retain, and use End User Data only to the extent necessary to provide the Merchant API to the relevant End User, to comply with Applicable Law, or as expressly authorized by the End User. The Merchant shall not use End User Data to build profiles, marketing lists, prospect databases, or competitive intelligence.

18.14.2 Non-Solicitation; Non-Circumvention. During the Term and for twelve (12) months thereafter, the Merchant shall not, directly or indirectly, (a) solicit, market to, advertise to, or initiate any direct contractual or commercial relationship with any End User identified through the Marketplace, for the purpose of providing the same or substantially similar services on a basis intended to bypass the Marketplace; (b) encourage or induce any End User to discontinue use of the Marketplace; or (c) use End User Data acquired through the Marketplace for any of the foregoing. The foregoing does not restrict the Merchant from continuing to serve End Users through the Marketplace or from independently soliciting customers it acquires through other channels.

18.14.3 Return/Deletion on Termination. Upon termination, except to the extent retention is required by Applicable Law, the Merchant shall, within thirty (30) days, return to CENETRIUM or securely destroy all End User Data, Listings, and CENETRIUM Confidential Information, and certify such return or destruction on request.

18.15 Term; Termination; Survival

18.15.1 Term; Termination. This Agreement commences on the Effective Date and continues until terminated (the "Term"). Either Party may terminate for convenience on thirty (30) days' prior written notice. CENETRIUM may terminate immediately upon written notice if (a) the Merchant materially breaches this Agreement and (where capable of cure) fails to cure within fourteen (14) days of notice; (b) any event in Section 13.3 occurs; (c) any representation or warranty proves untrue in any material respect; or (d) the Merchant becomes insolvent, files or has filed against it any bankruptcy petition, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed. The Merchant may terminate upon written notice if CENETRIUM materially breaches and fails to cure within thirty (30) days.

18.15.2 Effect of Termination. Upon termination: (a) all Listings shall be removed; (b) the licenses under Section 8.2 terminate, except as necessary for CENETRIUM to honor any End User call in flight or to comply with Applicable Law; (c) accrued payment obligations (including pre-termination Platform Fees, interest, indemnification, and set-off) survive; (d) the Merchant's obligations under Sections 7 (Data Protection), 8.1 (IP Ownership), 11 (Indemnification), 12 (Limitation of Liability), 14 (End User Data; Non-Solicitation), 16 (Confidentiality), 18 (Dispute Resolution; Governing Law), and 19 (General Terms) survive; and (e) each Party shall return or destroy the other's Confidential Information.

18.16 Confidentiality

18.16.1 Definition; Use; Protection. "Confidential Information" means any non-public information disclosed by one Party (the "disclosing Party") to the other (the "receiving Party"), in any form, that is identified as confidential or that a reasonable recipient would understand to be confidential given its nature and the circumstances of disclosure. End User Data is the Confidential Information of CENETRIUM as between the Parties. The terms of this Agreement are the Confidential Information of both Parties. The receiving Party shall (a) use Confidential Information solely to perform this Agreement; (b) not disclose it to any third party except to employees, Affiliates, professional advisers, and contractors with a need to know and subject to confidentiality obligations no less protective than these; and (c) protect it with the same degree of care it uses for its own confidential information of similar nature, but no less than reasonable care.

18.16.2 Exceptions; Return. Section 16.1 does not apply to information that (a) was lawfully known without confidentiality obligation before disclosure; (b) is or becomes publicly available other than through breach; (c) is lawfully received from a third party without confidentiality obligation; or (d) is independently developed without use of the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information to the extent required by Applicable Law or by a court or regulator, provided that, where lawful, the receiving Party gives the disclosing Party prompt notice and a reasonable opportunity to seek a protective order. Upon termination or on the disclosing Party's written request, the receiving Party shall return or destroy all Confidential Information (other than routine back-up copies or as required by Applicable Law) and certify such return or destruction on request.

18.17 Changes to this Agreement and Platform Rules. CENETRIUM may modify this Agreement, the Platform Rules, the Acceptable Use Policy, or the Platform Fee rate displayed in the Merchant Dashboard from time to time. For modifications not materially adverse to the Merchant, updated terms become effective seven (7) days after written notice. For modifications materially adverse to the Merchant (including any Platform Fee increase, material expansion of Merchant obligations, material reduction of CENETRIUM obligations, or change to Section 18), updated terms become effective thirty (30) days after written notice; during such 30-day period, the Merchant may terminate by written notice, in which case (a) existing terms apply through the effective date of termination and (b) termination shall not constitute a breach by either Party. Continued use after the effective date constitutes acceptance.

18.18 Dispute Resolution; Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and excluding the UN Convention on Contracts for the International Sale of Goods. Before any formal proceeding, each Party shall attempt to resolve the dispute informally for at least thirty (30) days through senior-level discussions following written notice. Any dispute not so resolved shall be brought exclusively in the state or federal courts located in Delaware, and each Party submits to such exclusive jurisdiction. Disputes must be brought on an individual basis, not as part of any class, collective, or representative proceeding, to the fullest extent permitted by Applicable Law. Nothing herein prevents either Party from seeking urgent injunctive relief to protect intellectual property, confidential information, or security interests, or to enforce Section 14.

18.19 General Terms

18.19.1 Entire Agreement. This Agreement constitutes the entire agreement between the Merchant and CENETRIUM regarding its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and communications.

18.19.2 Severability. If any provision is found unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

18.19.3 No Waiver. Failure by either Party to enforce a provision is not a waiver of the right to do so later. No waiver shall be effective unless in writing and signed by the waiving Party.

18.19.4 Assignment. The Merchant may not assign or transfer this Agreement (including by operation of law, change of control, merger, or consolidation) without CENETRIUM's prior written consent. CENETRIUM may assign this Agreement, in whole or in part, to any Affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets, by providing notice to the Merchant.

18.19.5 Electronic Communications; Counterparts. The Merchant consents to receive notices and communications electronically. This Agreement may be executed in counterparts (including by electronic signature or electronic acceptance via the onboarding interface), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

18.19.6 Language. This Agreement is prepared in English. Any translation is for convenience only, and the English version controls to the extent of any inconsistency.

18.19.7 No Third-Party Beneficiaries. Except as expressly stated, this Agreement does not create any third-party beneficiary rights in any person, including any End User, other merchant, API provider, Upstream Provider, or other third party.

18.19.8 Force Majeure. CENETRIUM shall not be liable for any failure or delay in performance of its obligations under this Agreement to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental or regulatory action, sanctions, pandemics, labor disputes, internet or telecommunications failures, blockchain network outages, hard forks, reorganizations, 51-percent attacks, denial-of-service attacks, exploits, congestion, third-party infrastructure failure, cyberattacks, smart contract failure, and shortages of equipment or supplies. CENETRIUM shall use commercially reasonable efforts to resume performance as soon as reasonably practicable.

18.19.9 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, employment, fiduciary, or other relationship between the Parties, and neither Party has any authority to bind the other.

18.19.10 Notices.

Notices to the Merchant. CENETRIUM may give notices to the Merchant by (i) posting on the Marketplace, (ii) sending to the email address associated with the Merchant's onboarding submission or Merchant Dashboard account, or (iii) sending an in-product message. Notices are deemed given when posted or sent.

Notices to CENETRIUM. Any notice the Merchant is required or permitted to give to CENETRIUM under this Agreement (including a notice of any Platform IP Claim under Section 11.2) must be in writing and sent to [Insert legal notice email], with a copy to [Insert mailing address].

Contact. If the Merchant has questions regarding this Agreement, please contact: [Insert support email].

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives, electronic signature, click-through acceptance, or other legally valid method of acceptance as of the Effective Date first written above.