Terms of service.

1.1 The parties

This Terms of Service agreement (the "Agreement") is entered into between Facet, LLC, a Delaware limited liability company ("Facet", "we", "us"), with a notice address at 1 Market St, Suite 100, San Francisco, CA 94105, and the organization or individual accepting these terms ("Customer", "you"). The Agreement governs Customer's access to and use of the Facet platform, including the Agent Terminal (the hosted MCP and OpenAPI endpoint), the Schema Auto-Generator, the agents.txt discovery file, the Identity Gateway, the Atomic Commerce Primitives, Ed25519 signed-response provenance, the Agent Reputation Registry (when made available), admin dashboards, SDKs and client libraries, command-line tools, documentation, and related services (collectively, the "Services").

1.2 Acceptance and binding effect

Customer accepts the Agreement by (a) clicking an "I agree" or equivalent affirmative control in the Facet sign-up flow or admin dashboard, (b) executing an Order Form that references this Agreement, (c) mounting Facet on a property Customer controls (including by publishing a /.well-known/agents.txt file pointing at a Facet Terminal), or (d) making any other use of the Services. If Customer is accepting on behalf of an organization, Customer represents that Customer has the authority to bind that organization, and "Customer" refers to that organization.

Customer's affirmative acceptance constitutes an electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. §§ 7001 to 7031), the Uniform Electronic Transactions Act (UETA) as enacted in the applicable U.S. state, and, where applicable, the EU Regulation (EU) No 910/2014 (eIDAS) or its successor.

1.3 Modification

Facet may modify this Agreement from time to time. For non-material changes (such as clarifications, formatting corrections, typographical corrections, or updates to non-substantive references), Facet will update the "Last updated" date and post a changelog entry at facet.llc/legal/. For material changes (including any change to liability, indemnification, dispute resolution, data processing, subprocessors, privacy, fees, or the definition of the Services), Facet will provide at least thirty (30) days prior written notice to Customer's designated notice address and by in-product notification. Material changes take effect prospectively only, on the date specified in the notice.

If Customer does not agree to a material change, Customer may terminate this Agreement by written notice to Facet before the effective date of the change, and Facet will refund any prepaid fees for the terminated portion covering periods after the effective date. Continued use of the Services after the effective date constitutes acceptance of the changed terms.

Acceptance event. Facet will record a machine-readable acceptance event when Customer accepts this Agreement or any modified version, consisting of: Customer's user identifier; the policy slug and semantic version number; the acceptance timestamp in UTC; the source IP address; and the user-agent string of the accepting client. This record is Customer's evidence of acceptance for audit, dispute, and regulatory purposes.

1.4 Order Forms and scope overrides

Customer may execute one or more Order Forms with Facet for specific Services, tiers, committed volumes, or custom terms. An Order Form is subject to and incorporates this Agreement. If an Order Form expressly conflicts with this Agreement for the specific subject matter of that Order Form, the Order Form governs only as to that specific subject matter, and only for the term of the Order Form.

1.5 Order of precedence

In the event of a conflict, the documents governing the parties' relationship apply in the following descending order of precedence: (a) an executed Order Form, as to its specific subject matter; (b) the Data Processing Agreement at facet.llc/legal/dpa.html, as to data-protection matters; (c) this Agreement; (d) the Acceptable Use Policy at facet.llc/legal/aup.html; (e) the Privacy Policy at facet.llc/legal/privacy.html; (f) the Security page at facet.llc/legal/security.html; (g) the DMCA policy at facet.llc/legal/copyright.html; (h) the Cookie Policy at facet.llc/legal/cookies.html; and (i) Facet's documentation. All references to incorporated policies are by title and version in effect at the time of the relevant event.

2.1 License grant

Subject to Customer's compliance with this Agreement and payment of applicable fees, Facet grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services, and to install and use the Facet client libraries and command-line tools, solely for Customer's internal business purposes and for serving agent traffic on Customer-controlled properties.

2.2 Open-source components

Facet's SDKs and client libraries incorporate open-source software, each governed by its own license. A list of open-source components and their licenses is maintained at facet.llc/legal/security.html#oss. Open-source licenses govern Customer's use of their respective components to the extent of any conflict with this Agreement.

2.3 Restrictions

Customer will not, and will not permit any third party to:

• copy, modify, translate, reverse engineer, decompile, or disassemble the Services, except to the extent this restriction is unenforceable under applicable law;
• create a competitive product or service by accessing the Services to extract ideas, features, functions, or graphics, or to build a functional equivalent or derivative service;
• remove, obscure, or alter any proprietary notices, trademarks, or confidentiality legends within the Services or any Facet-provided materials;
• use the Services to transmit, store, or process any content or activity that violates this Agreement, the Acceptable Use Policy, or applicable law, including violations described in the Acceptable Use Policy (prohibited content, prohibited technical conduct, prohibited data uses);
• forge agent identity, replay previously signed requests as fresh requests, tamper with signatures or provenance records, or otherwise undermine the integrity of the Identity Gateway, signed-response provenance, or the audit log;
• use the Services to launder scraping from properties that have not consented to agent-mediated access (i.e., dress unconsented retrieval in the trust signals of a Facet Terminal);
• circumvent rate limits, pricing, or access controls by token rotation, address rotation, or identity fragmentation;
• benchmark, load test, or stress test the Services without Facet's prior written consent; or
• use the Services on behalf of any party on a restricted-party list identified in Section 9.10.

2.4 Customer systems and beta features

Customer remains responsible for provisioning and securing its own infrastructure, authentication systems, and upstream systems of record (including any Order Management System, ERP, PIM, catalog, or commerce backend) into which the Services integrate. Features marked "beta," "alpha," "preview," or "experimental" in Facet's documentation are provided as-is, may change or be withdrawn at any time, and are not subject to the Service Level Agreement in Section 12.

3.1 Subscription tiers

Facet offers the subscription tiers listed below. The tier is identified in Customer's admin dashboard and in any applicable Order Form.

Tier	Price	Included
Free	$0	Schema auto-generator, basic agent Terminal, agents.txt hosting, 10,000 agent queries/month, no commerce primitives, no SLA.
Pro	$199 per month	Unlimited Terminal queries, basic analytics, commerce primitives enabled, SLA per Section 12, 1% Facet take-rate on settled commerce.
Pro+	$799 per month	Advanced analytics, custom domains, Content Licensing Marketplace access, SLA per Section 12, 1% Facet take-rate on settled commerce, 15 to 20% Facet take-rate on licensing revenue.
Enterprise	$25,000 to $250,000 per year	Dedicated provisioning, custom schemas, compliance certifications, enterprise SLA, named technical contact, negotiated commerce take-rate.

3.2 Take-rates on commerce and content

Facet charges a take-rate on certain revenue events routed through the Services. For Pro and Pro+ Customers, the take-rate on settled commerce, i.e., the gross value of an agent-originated transaction processed through an Atomic Commerce Primitive (search, quote, reserve, settle) that terminates at an x402 or Stripe charge call, is 1%. For Customers using the Content Licensing Marketplace, Facet charges a take-rate of 15 to 20% on gross publisher revenue generated through Facet's licensing rail, with the specific percentage set in the applicable Order. For per-query metering on agent read requests, Facet retains 20 to 30% of metered revenue, with the specific percentage set by subscription tier. Enterprise take-rates are negotiated and set in the Order.

3.3 Billing and payment

Subscription fees are billed monthly or annually in advance, at Customer's election. Take-rates and metered usage are billed monthly in arrears. All fees are payable in U.S. dollars via the payment method on file (credit card, ACH, or wire) through Facet's billing processor, Stripe, Inc. Payment is due net thirty (30) days from invoice date for Enterprise Customers on invoice billing; all other tiers are charged automatically on the billing date. Customer authorizes Facet or its billing processor to charge the payment method on file for all fees owed. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and Facet may suspend the Services on seven (7) days written notice of non-payment.

3.4 Taxes

Fees are exclusive of all taxes, levies, or duties (other than taxes based on Facet's net income). Customer is responsible for all applicable sales, use, value-added, goods-and-services, withholding, or similar taxes imposed by any taxing authority on the fees payable under this Agreement, other than taxes on Facet's net income. If Facet is required to collect such taxes, Facet will invoice them and Customer will pay them with the applicable fees.

3.5 Price changes

Facet may change fees for subscription tiers, take-rates, or metered usage on at least sixty (60) days prior written notice. For Customers on an annual subscription, price changes take effect on the next renewal. For Customers on month-to-month, price changes take effect on the first billing cycle after the notice period. Customer may terminate this Agreement under Section 1.3 or Section 8.2 in response to a material price change.

3.6 Refunds

Except as expressly provided in Sections 1.3, 8.3, 11.4, 12.4, or Section 7.4 (Facet's indemnity fallback remedy), fees are non-refundable. Partial-month or partial-year refunds are not available. Facet will refund prepaid unused fees in the specific cases enumerated in this Agreement.

3.7 Usage metering

Facet meters agent queries, commerce events, and licensing transactions routed through the Services. Metering data is exposed to Customer in the admin dashboard. Disputes about metering must be submitted in writing to [email protected] within thirty (30) days of the applicable invoice; uncontested metering is final after that period.

4.1 Accurate site data

Customer will provide accurate and current information about the properties it mounts on Facet, including domain ownership, organizational identity, and contact details for Data Subject Rights and abuse. Material misrepresentations are grounds for suspension or termination under Section 8.2.

4.2 No misrepresentation of agent identity

Customer will not cause or permit agents under its control to misrepresent identity, forge Facet KYA tokens, forge KYAPay tokens, forge DID records, or otherwise undermine the Identity Gateway. The representation made by the identity credential (Facet KYA token, KYAPay token, or DID) is the representation Customer is responsible for.

4.3 Signature and provenance integrity

Customer will preserve the integrity of responses signed under RFC 9421 and provenance artifacts generated by the Services. Customer will not alter signed payloads after signature, replay signed artifacts as fresh, or misuse provenance records to assert claims not supported by the underlying signed data.

4.4 Authorized operators and access control

Customer is responsible for controlling access to the admin dashboard, for rotating credentials on personnel changes, and for configuring role-based permissions appropriate to Customer's organization. Customer will notify Facet promptly after discovery of any unauthorized access to Customer's account.

4.5 Compliance with law

Customer will comply with all laws applicable to its use of the Services and to the content it serves through the Services, including U.S. export-control and sanctions laws identified in Section 9.10, consumer-protection law, product-safety law, food-labeling law (including FDA Nutrition Facts requirements and FSMA 204 traceability requirements where applicable), advertising law, and intellectual-property law. Customer is responsible for the legality of its catalog, pricing, and commerce offers in each jurisdiction where it offers them.

5.1 Facet intellectual property

Facet retains all right, title, and interest in and to the Services, including all related software, documentation, specifications, APIs, schemas, command-line tools, client libraries, design, feature set, and look and feel, and all intellectual-property rights therein. This Agreement does not transfer ownership of any Facet intellectual property to Customer. All rights not expressly granted are reserved.

5.2 Customer Data ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. "Customer Data" means: (a) Customer's catalog, pricing, inventory, content, schedule, and commerce offers served through the Services; (b) records of agent traffic to Customer's Terminal, including agent identifiers, request metadata, response metadata, and receipts; and (c) any other data Customer submits to the Services. Customer grants Facet a worldwide, non-exclusive, royalty-free license to host, reproduce, transmit, display, and process Customer Data to provide the Services, to improve the Services, and to create, use, and commercialize Aggregated Data and De-identified Data products as described in Section 5.6, subject in all cases to the Privacy Policy and the Data Processing Agreement.

5.3 Feedback

If Customer provides Facet with suggestions, ideas, or feedback about the Services, Facet may use and incorporate the feedback without restriction and without obligation to Customer. Customer grants Facet a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose.

5.4 No training of Facet's foundational models on Customer Data

Facet does not use Customer Data to train foundational models, other than aggregated, de-identified signals used for anomaly detection, classifier calibration, and similar operational purposes that do not re-identify specific Customers, agents, or end users. Any departure from this default requires a separate written agreement with Customer specifying scope, compensation, and opt-out. Commercialization of Aggregated Data and De-identified Data is governed by Section 5.6, and any use of identifiable Customer Data is governed by Section 5.7.

5.5 Confidentiality

Each party ("Receiving Party") will use the other party's ("Disclosing Party") Confidential Information only as necessary to perform or exercise rights under this Agreement and will protect it using at least the same degree of care it uses for its own confidential information of like kind (and in no event less than reasonable care). "Confidential Information" includes business, technical, financial, and product information identified as confidential at the time of disclosure or that would reasonably be understood to be confidential given its nature and circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was rightfully known without restriction before disclosure, (c) was independently developed without use of or reference to the Disclosing Party's Confidential Information, or (d) is rightfully received from a third party without a duty of confidentiality. The Receiving Party may disclose Confidential Information as required by law, provided it gives the Disclosing Party prompt notice (where permitted) and cooperates in seeking a protective order.

5.6 Aggregated and de-identified data products

Facet may create, use, and commercialize analytics, benchmarks, indices, models, and market-intelligence products (collectively, "Data Products") derived from Customer Data and from transaction records generated through the Services, and may license, sell, publish, or otherwise distribute Data Products to third parties, provided that every Data Product is limited to Aggregated Data or De-identified Data. "Aggregated Data" means information that relates to a group or category of Customers or data subjects, from which individual identities have been removed, and that is not linked or reasonably linkable to any individual, Customer, or transaction, consistent with California Civil Code Section 1798.140(b). "De-identified Data" means information that cannot reasonably be used to infer information about, or otherwise be linked to, a particular individual or Customer, and that Facet (a) uses and maintains only in de-identified form, (b) subjects to reasonable technical and organizational measures designed to prevent re-identification, (c) publicly commits not to attempt to re-identify except to test the effectiveness of those measures, and (d) contractually obligates any recipient not to re-identify, consistent with California Civil Code Section 1798.140(m). No Data Product will identify the Customer, the Customer's end customers, or any individual transaction, and Facet will not sell or license Customer's end-customer Personal Information in any form. End-customer Personal Data is Processed solely on Customer's behalf as a service provider and processor under the Data Processing Agreement and is never a Data Product. If a competent regulator or court determines that a Data Product constitutes a sale or sharing of Personal Information under applicable law, Facet will treat it accordingly, provide any required notice and opt-out mechanism, and, where an opt-out is exercised or required, cease including the affected Customer's data in that Data Product.

5.7 Opt-in identifiable data programs

Any use of Customer Data that is not Aggregated Data or De-identified Data to create benchmarks, comparisons, or Data Products attributable to Customer requires Customer's opt-in through a separate written agreement or an in-product election, consistent with Section 5.4. Such an agreement will specify the scope of data used, the value provided to Customer in return, which may include peer benchmarks, revenue share, or comparable consideration, and Customer's right to withdraw prospectively. Absent that opt-in, Facet will not use identifiable Customer Data for Data Products.

6.1 Limited warranty

Facet warrants that, during the Term, (a) the Services will perform materially in accordance with Facet's then-current documentation, and (b) Facet has all rights and authority necessary to grant the licenses in Section 2.1. Customer's exclusive remedy for a breach of clause (a) is the service credits in Section 12 and the chronic-breach termination right in Section 12.8. Customer's exclusive remedy for a breach of clause (b) is the indemnification and fallback remedy in Section 7.

6.2 Warranty disclaimer

Except as expressly set forth in Section 6.1 and the Service Level Agreement in Section 12, the Services are provided "as is" and "as available." To the maximum extent permitted by applicable law, Facet disclaims all warranties, whether express, implied, statutory, or otherwise, including all warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment, and any warranty arising out of course of dealing, usage, or trade. Facet does not warrant that the Services will be uninterrupted, secure, or error-free, or that defects will be corrected. Facet makes no warranty regarding the accuracy, reliability, or timeliness of agent-operator identity claims, reputation scores, third-party data feeds, or any output generated by autonomous agents, large language models, or other machine-learning systems; such output is probabilistic and may contain errors, and Customer is solely responsible for independent verification before reliance.

Some jurisdictions do not allow the exclusion of implied warranties, so the foregoing exclusions may not apply to the extent prohibited. In such jurisdictions, Facet's warranties are limited to the minimum scope and duration permitted by applicable law.

6.3 Open-source and beta

Open-source components are provided under their own licenses; Facet makes no warranty with respect to open-source components beyond what those licenses provide. Beta, alpha, preview, and experimental features are provided without any warranty and are not subject to the SLA.

6.4 Cap on direct damages

Except as set forth in Section 6.6, each party's total cumulative liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the greater of (a) the total fees paid or payable by Customer to Facet under this Agreement in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred thousand U.S. dollars ($100,000).

6.5 Exclusion of consequential damages

Except as set forth in Section 6.6, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or cost of substitute services, regardless of the theory of liability and even if a party has been advised of the possibility of such damages.

6.6 Excluded claims

The limitations in Sections 6.4 and 6.5 do not apply to: (a) either party's gross negligence, willful misconduct, or fraud; (b) either party's indemnification obligations under Section 7; (c) Facet's obligations under the Data Processing Agreement to the extent arising from a data-breach caused by Facet's security failure confirmed by independent forensic investigation; (d) either party's breach of its confidentiality obligations under Section 5.5; (e) Customer's payment obligations under Section 3; (f) Customer's breach of Section 2.3 (Restrictions) or Section 9.10 (Export controls and sanctions); and (g) any liability that cannot be limited or excluded under applicable law.

7.1 Facet indemnity of Customer

Facet will defend, indemnify, and hold harmless Customer and Customer's officers, directors, and employees ("Customer Indemnitees") from and against any third-party claim, demand, action, or proceeding (each, a "Claim") alleging that Customer's authorized use of the Services, as provided by Facet and used in accordance with this Agreement and Facet's documentation, infringes a third party's U.S. patent, U.S. copyright, U.S. trademark, or misappropriates a trade-secret right, and Facet will pay any damages finally awarded against Customer Indemnitees, or any settlement amounts Facet agrees to in writing, resulting from such Claim.

7.2 Customer indemnity of Facet

Customer will defend, indemnify, and hold harmless Facet and Facet's officers, directors, and employees ("Facet Indemnitees") from and against any Claim arising out of or relating to: (a) Customer Data, including Customer's catalog, content, pricing, or commerce offers served through a Terminal; (b) Customer's breach of Section 2.3 (Restrictions), Section 4 (Customer Obligations), or the Acceptable Use Policy; (c) a claim by an end user or agent operator that a Terminal response served by Customer was misleading, inaccurate, or non-compliant with law; or (d) Customer's violation of applicable consumer-protection, product-safety, food-labeling, or intellectual-property law; and Customer will pay any damages finally awarded against Facet Indemnitees, or any settlement amounts Customer agrees to in writing, resulting from such Claim.

7.3 Procedure

As a condition of indemnification, the indemnified party will (a) give the indemnifying party prompt written notice of the Claim (within ten (10) days after awareness, provided that failure to provide prompt notice releases the indemnifying party only to the extent it is materially prejudiced); (b) give the indemnifying party sole control of the defense and settlement, provided that the indemnifying party will not settle any Claim admitting liability by, imposing a non-monetary obligation on, or failing to obtain a full release of the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense.

7.4 Facet's fallback remedy

If the Services are, or in Facet's reasonable opinion are likely to become, the subject of an infringement Claim, Facet may, at Facet's option and expense: (a) procure for Customer the right to continue using the affected Services; (b) modify the affected Services to be non-infringing without material loss of functionality; (c) replace the affected Services with a non-infringing equivalent; or (d) if clauses (a) through (c) are not commercially practicable, terminate the affected Services and refund to Customer any prepaid fees for the terminated portion covering periods after the effective date of termination.

7.5 Exclusions

Facet has no obligation under Section 7.1 to the extent a Claim arises from: (a) Customer Data; (b) combination of the Services with products, services, or materials not provided by Facet, where the Claim would not arise but for the combination; (c) modification of the Services by any party other than Facet; (d) use of the Services in breach of this Agreement or outside the documentation; or (e) continued use of the Services after notice of the alleged infringement. Customer has no obligation under Section 7.2 to the extent a Claim arises from Facet's modification of Customer Data or use of Customer Data outside the scope permitted by this Agreement and the Data Processing Agreement.

7.6 Sole remedy

Sections 7.1 and 7.4 state Customer's sole and exclusive remedy, and Facet's sole liability, for third-party claims of infringement by the Services.

8.1 Term

The Term of this Agreement begins on Customer's first acceptance and continues until terminated in accordance with this Section 8. Subscription Orders renew automatically for successive periods of the same length (monthly or annual) unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current period.

8.2 Termination for cause

Either party may terminate this Agreement for material breach by written notice to the other party specifying the breach, if the breaching party fails to cure the breach within thirty (30) days after notice (or ten (10) days for payment breaches). Facet may additionally terminate this Agreement immediately on written notice if Customer breaches Section 2.3 (Restrictions), Section 9.10 (Export controls and sanctions), or a prohibited-content provision of the Acceptable Use Policy.

8.3 Termination for convenience

Customer may terminate a month-to-month subscription Order for convenience on thirty (30) days written notice. Annual Orders are non-cancellable for convenience except as expressly provided in Sections 1.3 (modification), 8.2 (cause), 11.4 (Agent Operator), and 12.8 (chronic SLA breach).

8.4 Effects of termination

On termination or expiration: (a) Customer's access to the Services ends; (b) Customer will pay all fees accrued through the effective date of termination; (c) Facet will delete Customer Data in accordance with the Data Processing Agreement; (d) provisions that by their nature survive termination will survive, including Sections 5 (IP & Data), 6 (Warranty & Liability), 7 (Indemnification), 8.4, 9 (Dispute Resolution), 10 (General), and any accrued payment obligations.

8.5 Suspension

Facet may suspend access to the Services on notice if Customer (a) is past-due on payment beyond the period in Section 3.3, (b) is causing material harm or imminent risk to the Services, to other customers, or to third parties, or (c) is engaged in activity that Facet reasonably believes violates law, this Agreement, or the Acceptable Use Policy. Facet will restore access after the underlying cause is resolved; suspension does not extend subscription periods and does not relieve Customer of payment obligations.

9.1 Governing law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

9.2 Mandatory pre-dispute negotiation

Before commencing arbitration or litigation, the disputing party will send written notice to the other party at the address in Section 10.1 describing the dispute, the relevant facts, and the proposed resolution. The parties will negotiate in good faith for thirty (30) days after receipt of notice. The pre-dispute-negotiation requirement does not apply to claims for injunctive or equitable relief described in Section 9.6.

9.3 Binding individual arbitration

Except for claims excluded under Section 9.6, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including disputes about the scope or enforceability of this Section 9, will be resolved by binding individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for claims at or above $250,000), in effect at the time the arbitration is commenced, modified only as set forth in this Section. The arbitration will be conducted in English in Wilmington, Delaware, or by videoconference at Customer's election. The arbitrator will apply Delaware substantive law. The arbitrator's award will be final and may be entered in any court of competent jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 to 16.

9.4 Class-action and representative-action waiver

The arbitration will be conducted on an individual basis only and not on a class, collective, or representative basis. Each party waives any right to participate as a class member or representative in any class, collective, or representative action. If this Section 9.4 is found unenforceable with respect to any claim or remedy, then that claim or remedy will be litigated in the courts specified in Section 9.7, but the remainder of this Section 9 (including the individual-arbitration requirement for all other claims) will remain enforceable.

9.5 Thirty-day opt-out

Customer may opt out of Sections 9.3 and 9.4 by sending written notice to [email protected] within thirty (30) days after Customer's first acceptance of this Agreement, stating Customer's name, mailing address, and email address, and an unambiguous statement of opt-out. Opting out will not affect any other terms of this Agreement.

9.6 Claims excluded from arbitration

The following claims are excluded from Sections 9.3 and 9.4 and may be brought in the courts specified in Section 9.7: (a) claims for injunctive or equitable relief to protect intellectual property, confidential information, or to enforce the Acceptable Use Policy; (b) small-claims-court actions within that court's jurisdictional limits, so long as the claim remains in small-claims court; and (c) claims that cannot be arbitrated as a matter of applicable law.

9.7 Judicial forum for excluded claims

For claims excluded from arbitration under Section 9.6, the parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waive any objection to venue or forum non conveniens.

9.8 Jury-trial waiver

Each party knowingly and voluntarily waives any right to a trial by jury in any action arising out of or relating to this Agreement or the Services.

9.9 Consumer carve-outs

If Customer is a consumer resident in the European Economic Area, the United Kingdom, Switzerland, or any other jurisdiction that provides mandatory consumer-protection rights, mandatory consumer-protection provisions of Customer's jurisdiction of residence apply notwithstanding Sections 9.1, 9.3, 9.4, or 9.7, and Customer retains the right to bring claims in the courts of that jurisdiction to the extent required by mandatory law.

9.10 Export controls and sanctions

Customer represents and warrants that: (a) Customer is not located in, and is not a national or resident of, any country or region subject to comprehensive sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), as of the Effective Date including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine; (b) Customer is not listed on OFAC's Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce's Denied Persons List or Entity List, or any equivalent restricted-party list of any jurisdiction where Customer operates; (c) Customer will not use the Services in violation of U.S. export-control laws, including the Export Administration Regulations (EAR, 15 CFR §§ 730 to 774) and, where applicable, the International Traffic in Arms Regulations (ITAR, 22 CFR §§ 120 to 130); and (d) Customer will not use the Services in violation of equivalent laws of the European Union (including Regulation (EU) 2021/821 on dual-use items), the United Kingdom, Japan, or other jurisdictions where Customer operates. Customer will not use the Services in connection with the development, production, or use of nuclear, chemical, or biological weapons or missiles capable of delivering such weapons. Breach of this Section 9.10 is a material breach and may result in immediate suspension or termination under Section 8.2.

10.1 Notices

Notices under this Agreement must be in writing and are effective on the earlier of actual receipt or: (a) one (1) business day after deposit if delivered by reputable overnight courier with delivery confirmation; (b) upon the sender's transmission if delivered by email to the addresses below, absent a bounceback; or (c) upon posting if delivered by in-product notification to Customer's admin dashboard. Notices to Facet must be sent to [email protected] with a copy by overnight courier to Facet, LLC, Attn: Legal, 1 Market St, Suite 100, San Francisco, CA 94105. Notices to Customer will be sent to the email and mailing addresses on Customer's account of record.

10.2 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which this Agreement relates, on written notice to the other party. Any attempted assignment in violation of this Section is void.

10.3 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

10.4 Waiver

No waiver is effective unless in writing signed by the waiving party. A waiver in one instance is not a waiver in any other instance.

10.5 Independent contractors; no agency

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

10.6 Force majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including: acts of God; natural disasters; floods; fires; earthquakes; severe weather events (including those attributable to climate change); war; armed conflict; terrorism; civil unrest; riots; sanctions; trade embargoes; pandemic, epidemic, or public-health emergency (including but not limited to COVID-19 and any successor or comparable event); quarantine or government-mandated lockdown; supply-chain disruption caused by any of the foregoing; failure of internet backbone or a major third-party cloud-infrastructure provider; cyberattacks not attributable to the affected party's failure to maintain reasonable security; and any labor dispute not caused by the affected party. The affected party will (a) give prompt written notice describing the force-majeure event and its estimated duration, and (b) use commercially reasonable efforts to mitigate and resume performance. If a force-majeure event continues for more than thirty (30) consecutive days, the unaffected party may terminate the affected portion of the Services on ten (10) days written notice, and Facet will refund any prepaid fees for the terminated portion covering periods after termination.

10.7 Publicity

Neither party may use the other party's name, logo, or trademarks in publicity, advertising, or press releases without prior written consent, except that Facet may list Customer's name and logo on its public customer list unless Customer opts out in writing to [email protected].

10.8 Entire agreement

This Agreement (together with any incorporated policies by title and version, and any Order Form) is the entire agreement between the parties and supersedes all prior communications, understandings, and agreements on the subject matter. No terms in a Customer purchase order or similar form bind Facet unless expressly accepted in writing by an authorized Facet signatory; form-of-purchase-order terms are deemed rejected.

10.9 Counterparts and electronic signatures

This Agreement and any amendment may be executed in counterparts, including by electronic signature, each of which is deemed an original. Electronic acceptance complies with E-SIGN, UETA, and eIDAS as described in Section 1.2.

10.10 Third-party beneficiaries

There are no third-party beneficiaries to this Agreement, except that (a) Facet's Indemnitees and Customer's Indemnitees are intended third-party beneficiaries of Section 7, and (b) an Agent Operator that has accepted the Agent Operator Supplemental Terms in Section 11 is a third-party beneficiary of the specific obligations owed to Agent Operators under this Agreement.

10.11 Interpretation

Section headings are for convenience only and do not affect interpretation. "Including" and "include" mean "including without limitation." Capitalized terms used but not defined have the meanings set forth in the Data Processing Agreement or the Privacy Policy, as applicable.

These Agent Operator Supplemental Terms (the "Agent Operator Terms") apply to any party that operates autonomous agents, copilots, toolchains, or other automated systems (each, an "Agent Operator") that access a Facet Terminal. Acceptance occurs by first request bearing an identity claim, by click-through when registering an agent, or by execution of an Order Form. Agent Operator Terms supplement, and do not replace, Sections 1 to 10 and 12.

11.1 Agent identity required

Each request by an Agent Operator must carry a valid identity credential: a Facet KYA token (ES256 JWT with JWKS discovery, issued by Facet's own default identity issuer), a token issued under the KYAPay open identity spec by another issuer the Supplier Terminal has expressly accepted, or, where expressly accepted by the Supplier Terminal, a comparable DID-based identity claim. Requests without a valid identity claim may be priced, rate-limited, or denied by the Supplier Terminal at Supplier's sole discretion.

11.2 Supplier terms govern the underlying commerce

Commerce transactions (quote, reserve, settle, refund) executed against a Supplier Terminal are governed by the Supplier's terms of sale and applicable law. Facet is not a party to the commerce transaction and does not warrant the Supplier's catalog, pricing, inventory, or fulfillment. Facet's role is limited to identity verification, metering, schema validation, settlement routing, signing, and audit-log generation.

11.3 Prohibited conduct

Agent Operators will not: (a) forge or replay Facet KYA tokens, KYAPay tokens, or DID records; (b) modify or tamper with signed responses or provenance artifacts; (c) circumvent rate limits or pricing through token rotation, address rotation, or identity fragmentation; (d) train foundational models on Terminal responses without a separate written license from the Supplier; or (e) engage in any conduct prohibited by the Acceptable Use Policy.

11.4 Reputation and enforcement

Facet maintains a cross-site Agent Reputation Registry. Prohibited conduct may result in a reputation downgrade across all Supplier Terminals. Agent Operators may appeal a reputation action within fifteen (15) days by writing to [email protected]; Facet will conduct human review and respond within fifteen (15) business days.

11.5 No warranty to Agent Operator

The Services are provided to Agent Operators on an as-is, as-available basis. Facet's aggregate liability to any Agent Operator in any twelve-month period will not exceed one hundred U.S. dollars ($100).

11.6 Novel framings · regulatory-risk acknowledgment

This Section 11.6 applies to four framings that are load-bearing for how the Services operate. Each framing includes: (i) how Facet treats the matter; (ii) a regulatory-risk acknowledgment; and (iii) a fallback position if a competent authority rejects the framing.

11.6(a) · Agent Identity Data as Customer Content

Framing. Agent identifiers, Facet KYA tokens, KYAPay tokens, DID records, agent configuration, and agent-behavior logs (collectively, "Agent Identity Data") are treated as Customer Content of the Customer whose site the agent interacts with, not as Personal Information of a natural person, unless the data is reasonably linkable to a specific natural person. Regulatory-risk acknowledgment. The legal treatment of machine-generated, agent-attributed data under GDPR, UK GDPR, CCPA/CPRA, and analogous regimes is unsettled. A competent authority may determine that some or all Agent Identity Data constitutes Personal Information. Fallback position. If a competent authority so determines, Facet will, from the date of notice, treat the affected data as Personal Information under the Data Processing Agreement, including by applying the retention, transfer, and data-subject-rights obligations. Customer may terminate the affected Services on thirty (30) days written notice if the re-classification materially increases Customer's compliance obligations.

11.6(b) · Signed provenance as evidentiary artifacts, not negotiable instruments

Framing. Facet generates cryptographically signed artifacts under RFC 9421 ("Provenance Artifacts") attesting to request/response events and commerce handoffs. Provenance Artifacts are evidentiary records; they are not negotiable instruments and do not themselves constitute payment or discharge any underlying legal obligation. Regulatory-risk acknowledgment. The legal status of signed digital artifacts under evidentiary law (U.S. Federal Rules of Evidence 901, 902, 1001 to 1008; UK Electronic Communications Act 2000; eIDAS Art. 25) varies by jurisdiction and is evolving. Fallback position. Where a competent authority or counterparty declines to accept a Provenance Artifact as intended evidentiary proof, Facet will assist Customer in reproducing equivalent records through alternative formats, including traditional signed attestations or notarized certifications, at Customer's reasonable request and expense.

11.6(c) · Multi-rail settlement: Stripe and non-custodial on-chain USDC

Framing. Facet routes card-rail (Visa, Mastercard) commerce settlement through Stripe, Inc., a licensed third-party payment processor. USDC commerce settlement occurs non-custodially on-chain via the x402 protocol and Boson escrow: funds move directly between the Agent Operator's and Supplier's own addresses, and Facet does not at any point hold, custody, or control the transferred funds. Facet does not hold Customer funds on its own account and does not effectuate transfers on its own account. Regulatory-risk acknowledgment. The regulatory classification of multi-rail agent-to-business settlement is evolving, including under the U.S. Bank Secrecy Act and FinCEN money-services-business regulations, U.S. state money-transmission laws (including the California Digital Financial Assets Law), the EU Payment Services Directive (PSD2 and its successor PSR/PSD3), and analogous regimes. Fallback position. If a competent authority determines that the settlement mechanism as offered requires additional licensure or registration, Facet will, at Facet's option: (a) obtain the required licensure or registration before continued offering; (b) migrate the affected settlement mechanism to a different licensed rail while maintaining equivalent commercial outcomes; or (c) discontinue the affected settlement option in the affected jurisdictions. Customer may terminate the affected Services if the fallback materially degrades the commercial utility Customer purchased.

11.6(d) · Autonomous-agent actions attribute to Customer

Framing. Actions taken by an Agent Operator's agents within the scope of the Agent Operator's configuration are the Agent Operator's actions and bind the Agent Operator, regardless of whether any natural-person operator manually authorizes each action. Regulatory-risk acknowledgment. The principal-agent attribution framework for autonomous-agent actions is evolving. Relevant developments include U.S. state-level "electronic agent" statutes (UETA § 2(6)); pending amendments to the Uniform Commercial Code regarding controllable electronic records; and sectoral regulations (for example, broker-dealer supervision requirements, CFPB consumer-finance supervision, state insurance producer regulations) that may impose human-in-the-loop requirements on specific categories of agent action. Fallback position. Where a competent authority determines that a category of agent action requires human-in-the-loop confirmation, regulatory licensure, or additional supervision, Facet will provide the technical controls necessary to apply the required supervision (for example, action-level confirmation prompts, rate-based transaction limits, role-based approvals), and the Agent Operator will implement those controls in its agent configuration. Failure to apply required controls after notice does not transfer liability for agent actions to Facet.

11.7 Governing law and forum for Agent Operators

Sections 9.1, 9.3 to 9.9 apply to Agent Operators on the same basis as to Customers.

12.1 Applicability

This SLA applies to the Services as provided to paid subscribers on Pro, Pro+, and Enterprise tiers. It does not apply to (a) the Free tier; (b) beta, alpha, preview, or experimental features; or (c) any feature marked in documentation as excluded from the SLA. Enterprise Customers on a custom Order Form may have a different SLA that supersedes this Section 12 for the subject matter of the Order Form.

12.2 Uptime target

Facet will use commercially reasonable efforts to achieve a 99.9% Monthly Uptime Percentage for the Services on Pro+ and Enterprise tiers, and a 99.0% Monthly Uptime Percentage for the Services on the Pro tier. "Monthly Uptime Percentage" is measured on a rolling calendar-month basis.

12.3 Calculation

Monthly Uptime Percentage = ((Total Minutes in Month − Downtime Minutes) ÷ Total Minutes in Month) × 100. "Downtime" means any period during which the Services' primary functions are unavailable to Customer, as measured by Facet's monitoring.

12.4 Excluded events

The following are excluded from Downtime: (a) scheduled maintenance announced at least seventy-two (72) hours in advance, not to exceed four (4) hours per calendar month; (b) emergency maintenance reasonably necessary to address security or integrity issues, with contemporaneous notice; (c) force-majeure events under Section 10.6; (d) failures caused by Customer's acts or omissions, Customer Data, or third-party integrations not provided by Facet; and (e) issues arising from Customer's use of the Services outside Facet's documented specifications.

12.5 Service credits

If Facet fails to achieve the applicable Monthly Uptime Percentage in a given month, Customer is entitled to a service credit as follows:

Monthly Uptime (Pro+ / Enterprise target 99.9%)	Credit (% of monthly fee)
< 99.9% and ≥ 99.0%	10%
< 99.0% and ≥ 95.0%	25%
< 95.0% and ≥ 90.0%	50%
< 90.0%	100%

12.6 Claiming credits

Customer must submit a credit request to [email protected] within thirty (30) days after the end of the calendar month at issue, including timestamps and trace identifiers where available. Service credits are Customer's sole and exclusive monetary remedy for any failure to meet the uptime target, subject to the chronic-breach termination right in Section 12.8. Aggregate credits in any calendar month will not exceed one hundred percent (100%) of the applicable monthly fee. Credits apply against the next invoice and are not refundable in cash.

12.7 Support

Severity	Definition	Pro+ initial response	Enterprise initial response
P1	Production down; no workaround	4 business hours	1 hour, 24×7
P2	Major feature impaired; workaround available	1 business day	4 business hours, 24×7
P3	Minor issue	2 business days	1 business day
P4	Question or cosmetic issue	3 business days	2 business days

Initial response is acknowledgement by a Facet engineer. Resolution times depend on complexity. Facet will work in good faith to resolve P1 and P2 issues as quickly as practicable.

12.8 Chronic-breach termination

If Facet fails to achieve the applicable Monthly Uptime Percentage in three (3) consecutive calendar months, or in four (4) months within any trailing twelve-month period, Customer may terminate the affected Order on thirty (30) days written notice and receive a pro-rata refund of prepaid unused fees for the terminated portion covering periods after termination. This termination right is in addition to service credits and does not require Customer to waive accrued credits.