Marketplace Terms and Conditions

1Scope and Relationship to the Terms of Service

1.1 These Marketplace Terms and Conditions (the "Marketplace Terms") govern your use of the Deus marketplace and application ("Deus") and supplement the Terms of Service. Capitalized terms not defined here have the meanings given in the Terms of Service. In the event of a conflict between these Marketplace Terms and the Terms of Service on a matter specific to the Deus marketplace, these Marketplace Terms control.

1.2 PaxLabs' role. PaxLabs operates the Deus marketplace infrastructure, including discovery, signaling, settlement rails, and hosting. Except where expressly stated in these Marketplace Terms: (a) PaxLabs is not a party to the underlying transaction between a Provider and a Consumer; (b) PaxLabs does not act as the seller, buyer, reseller, broker, agent, escrow agent, custodian, fiduciary, or guarantor of any listed service; and (c) PaxLabs does not endorse, verify, or warrant any listing, Provider, Consumer, Agent, or Developer API available through Deus.

1.3 Incorporated policies. Your use of Deus is also subject to the Acceptable Use Policy, the API Terms of Use, the AI Agent Responsible Use Policy, the M2M Agreement (where applicable), and the Privacy Policy, each of which is incorporated by reference.

2Roles and Definitions

2.1 "Provider" means any User (whether an individual, entity, or Operator of an Agent) that lists, offers, or makes available an Agent service, Developer API, or other service on Deus.

2.2 "Consumer" means any User (whether an individual, entity, or Agent acting on behalf of its Operator) that discovers, procures, or consumes a listed service through Deus.

2.3 A single User may act as both a Provider and a Consumer. Where a User acts in both roles, the obligations of each role apply independently.

2.4 "Listing" means a Provider's published description of a service offered on Deus, including all associated metadata, pricing, parameters, capability descriptions, and terms of service specific to that listing.

2.5 "DeusVoucher" means a bilaterally co-signed digital instrument representing an authorized obligation between a Provider and a Consumer, used in the settlement process described in Section 6.

3Provider Requirements

3.1 Eligibility and Onboarding

(i)To list services on Deus, a Provider must maintain an active account in good standing, satisfy any applicable identity-verification requirements under the AML/KYC Policy, and agree to these Marketplace Terms.
(ii)PaxLabs may, at its discretion, implement additional onboarding requirements for Providers, including verification of technical capability, security review of listed APIs or Agents, and compliance attestations. PaxLabs will provide reasonable notice of any new onboarding requirements.
(iii)PaxLabs reserves the right to reject a Provider application or restrict a Provider's ability to list services where PaxLabs reasonably determines that the Provider or its services pose a legal, security, or reputational risk.

3.2 Listing Standards

(i)Providers are solely responsible for the accuracy, completeness, lawfulness, security, quality, and description of their Listings, including all representations about capabilities, limitations, performance characteristics, data handling, pricing, licensing, and any applicable terms of service.
(ii)Listings must comply with the Acceptable Use Policy and all applicable laws and regulations. Providers must hold all rights, licenses, authorizations, and technical capabilities necessary to offer and deliver the listed service as described.
(iii)Providers must clearly and accurately describe: (a) what the service does and does not do; (b) any material limitations, dependencies, or known risks; (c) the data the service collects, processes, or transmits; (d) pricing and any variable or usage-based cost components; and (e) any third-party components, models, or dependencies incorporated into the service.
(iv)Listings must not contain false, misleading, or deceptive claims. Providers must not misrepresent the function, provenance, authorship, performance, security posture, or compliance status of a listing.

3.3 Ongoing Provider Obligations

(i)Providers must maintain their listed services in a manner consistent with their Listing descriptions throughout the period the Listing is active.
(ii)Providers must promptly update their Listings to reflect any material changes in capability, pricing, data handling, security, or availability.
(iii)Providers must respond in a commercially reasonable manner to Consumer inquiries, complaints, and support requests related to their listed services.
(iv)Providers must promptly notify PaxLabs of any security incident, vulnerability, legal proceeding, or regulatory action that materially affects a listed service.

4Consumer Responsibilities

4.1 Evaluation. Consumers are solely responsible for evaluating the fitness, security, reliability, and lawfulness of any service for their intended purpose before procuring it. PaxLabs does not perform independent verification of Listings and makes no representations regarding the quality, safety, legality, or suitability of any listed service.

4.2 Due diligence. Consumers should review the Listing description, Provider history, reputation signals, and any applicable terms of service before transacting. Reputation and scoring signals are informational tools, not substitutes for the Consumer's own assessment.

4.3 Agent procurement. Where a service is procured by an Agent acting on a Consumer's behalf, the Consumer (as the Operator of that Agent) is responsible for that Agent's procurement decisions, for the obligations arising from those decisions, and for ensuring the Agent operates within the authorization scope defined by the Consumer. The M2M Agreement governs agent-to-agent transactions.

4.4 Compliance. Consumers are responsible for ensuring that their use of procured services complies with applicable law, including export controls, data-protection requirements, and any jurisdictional restrictions.

5Transaction Formation

5.1 Direct relationship. A transaction on Deus is formed directly between the Provider and the Consumer on the terms of the relevant Listing, subject to these Marketplace Terms and applicable law. PaxLabs facilitates the transaction infrastructure but is not a party to the contract between Provider and Consumer.

5.2 Binding effect. By procuring a service, the Consumer agrees to the terms of the Listing and any applicable Provider-specific terms of service. By listing a service, the Provider agrees to deliver the service as described in the Listing to Consumers who procure it.

5.3 Agent authority. Where an Agent co-signs a DeusVoucher or otherwise commits to a transaction, that action constitutes the binding act of the Agent's Operator. The Operator is bound by the resulting obligation as if the Operator had taken the action personally (see the M2M Agreement for agent-to-agent transactions).

5.4 No PaxLabs guarantee. PaxLabs does not guarantee: (a) the performance, delivery, quality, or lawfulness of any listed service; (b) the accuracy of any Listing description; (c) the identity, creditworthiness, or reliability of any Provider or Consumer; or (d) the successful completion or settlement of any transaction.

6Settlement, Vouchers, and Take-Nothing Economics

6.1 Settlement Model

Settlement between Provider and Consumer occurs according to the protocol's deterministic rules and may include the following mechanisms:

(i)DeusVoucher co-signing — a bilateral process in which Provider and Consumer each cryptographically sign a digital voucher representing the authorized obligation. A DeusVoucher is binding upon co-signing by both parties.
(ii)Lazy-net settlement — a netting mechanism whereby outstanding obligations between parties are periodically netted and settled on the Paxeer Network, reducing the number of individual onchain transactions required.
(iii)Direct onchain settlement — where applicable, immediate settlement committed to the Paxeer Network.

6.2 Co-Signing Responsibility

(i)Each party is solely responsible for the DeusVouchers and intents it co-signs. Co-signing constitutes irrevocable authorization of the corresponding obligation.
(ii)Before co-signing, each party should verify the terms, amounts, and counterparty of the voucher. PaxLabs does not co-sign on any User's behalf and does not verify the commercial terms of individual vouchers.
(iii)Where an Agent co-signs a DeusVoucher, the Agent's Operator bears full responsibility for that co-signing as if the Operator had signed personally.

6.3 Take-Nothing Configuration

Where Deus is configured to take no protocol fee on a transaction:

(i)That configuration does not create any custodial, escrow, guarantor, surety, fiduciary, or agency relationship between PaxLabs and any User;
(ii)PaxLabs does not become a party to the transaction, a holder of funds, or a guarantor of performance or settlement;
(iii)The absence of a fee does not imply any assumption of risk or liability by PaxLabs with respect to the transaction.

6.4 Network Fees

Onchain settlement incurs Network transaction fees ("gas fees") payable in PAX. These fees are determined by the Paxeer Network protocol, not by PaxLabs, and are non-refundable once a transaction is confirmed by the Network's consensus mechanism.

6.5 Irreversibility

Settlement committed to the Paxeer Network is permanent, immutable, and cannot be reversed, modified, or cancelled by PaxLabs, the Paxeer Network Foundation, or any other party. Disputes regarding settled transactions must be resolved between the parties (Section 9). Users should exercise care and verify all transaction details before authorizing settlement.

7Reputation, Scoring, and Ranking

7.1 Informational signals. Deus may display reputation, performance, fill-quality, and reliability signals, including Proof-of-Fill-Quality scoring, to inform discovery and assist Users in evaluating Providers and services. These signals are informational only and are generated based on protocol data, historical performance, and algorithmic analysis.

7.2 No warranties or endorsements. Reputation and scoring signals are not warranties, endorsements, recommendations, certifications, or financial, investment, or professional advice. A high score does not guarantee future performance, and a low score does not necessarily indicate poor quality.

7.3 Ranking and discovery. The order in which Listings appear on Deus may be influenced by factors including relevance, reputation signals, recency, and User preferences. PaxLabs does not guarantee any particular placement, ranking, or level of visibility for any Listing.

7.4 Signal integrity. Manipulating, gaming, fabricating, or attempting to artificially influence reputation, scoring, ranking, or discovery signals — including through coordinated inauthentic activity, self-dealing, wash transactions, fake reviews, or sybil accounts — violates the Acceptable Use Policy and may result in: (a) removal of the offending Listings; (b) reset or forfeiture of reputation scores; (c) withholding or forfeiture of disputed settlement amounts where permitted; and (d) suspension or termination of the offending account.

8Fees and Taxes

8.1 Marketplace Fees

(i)Any marketplace fees charged by PaxLabs, if and when applicable, are published and versioned. The applicable rate-table version in effect at the time of a transaction governs that transaction.
(ii)PaxLabs will provide reasonable notice before introducing new marketplace fees or materially increasing existing fees.
(iii)Marketplace fees, once incurred, are non-refundable except where required by mandatory applicable law or expressly stated in writing by PaxLabs.

8.2 Taxes

(i)Each User is solely responsible for determining, calculating, collecting, reporting, and remitting any and all taxes, duties, levies, or governmental charges arising from its transactions on Deus, including income taxes, value-added taxes, goods and services taxes, withholding taxes, and any other applicable tax obligations.
(ii)PaxLabs does not provide tax advice and makes no representations regarding the tax treatment of transactions on Deus or of PAX or any digital asset. Users should consult their own qualified tax advisors.
(iii)Where PaxLabs is required by applicable law to withhold or report on transactions, PaxLabs will do so and may request additional information from Users to fulfill those obligations. Failure to provide requested tax-related information may result in restricted access to certain features.

9Disputes Between Users

9.1 User-to-User Disputes

Disputes regarding a service's performance, quality, description, delivery, settlement, or any other aspect of a transaction are between the Provider and the Consumer. PaxLabs is not obligated to mediate, arbitrate, adjudicate, or resolve disputes between Users and shall not be liable for any loss or damage arising from such disputes.

9.2 Optional Dispute Mechanism

(i)PaxLabs may, in its discretion, offer an optional dispute-reporting or dispute-resolution mechanism for certain categories of transactions. Participation in any such mechanism is voluntary.
(ii)Any determination made through a PaxLabs-provided dispute mechanism is administrative in nature, is not legally binding adjudication, and does not constitute a waiver of either party's rights or remedies against the other under applicable law.
(iii)PaxLabs' involvement in a dispute mechanism does not make PaxLabs a party to the underlying transaction or create any fiduciary, arbitral, or judicial relationship between PaxLabs and the disputing Users.

9.3 Contestable Funds

(i)To the extent funds remain off-chain, within a Credit Ledger, or within a contestable settlement window (i.e., before onchain finality), PaxLabs may, at its discretion and where lawful, place a temporary hold on or withhold disputed amounts pending resolution of a reported dispute.
(ii)PaxLabs cannot reverse, modify, or withhold amounts that have already been settled onchain. Once settlement is committed to the Paxeer Network, recovery of funds is the sole responsibility of the disputing parties.
(iii)Holds on disputed amounts will be maintained for a reasonable period, not to exceed ninety (90) days from the date the dispute is reported, unless extended by mutual agreement of the parties, by order of a court or arbitrator, or as required by applicable law. At the expiration of the hold period, funds will be released in accordance with the protocol's settlement rules unless a legal order directs otherwise.

9.4 Cooperation

Users involved in a dispute agree to cooperate in good faith with any dispute-resolution process and to provide PaxLabs with information reasonably requested to administer a hold or investigate a reported violation.

10Content Moderation and Listing Review

10.1 Right to Review

PaxLabs may, but is not obligated to, review, audit, test, or evaluate Listings at any time for compliance with these Marketplace Terms, the AUP, and applicable law. Review may be conducted through automated systems, manual inspection, or a combination of both.

10.2 Listing Actions

PaxLabs may, at its discretion and to the extent permitted by law, take any of the following actions with respect to a Listing:

(i)Refuse to publish or activate a Listing that does not meet the requirements of these Marketplace Terms;
(ii)Add labels, warnings, disclaimers, or contextual information to a Listing;
(iii)Reorder, demote, or adjust the ranking or visibility of a Listing;
(iv)Temporarily suspend a Listing pending investigation or correction of a reported issue;
(v)Permanently remove a Listing that violates these Marketplace Terms, the AUP, or applicable law.

10.3 Notice

Where practicable, PaxLabs will notify the Provider of the action taken and the reason for it. However, PaxLabs may act without prior notice where: (a) the Listing poses an imminent security, legal, or safety risk; (b) notice would compromise an investigation; or (c) immediate action is required to comply with applicable law or a legal order.

10.4 Appeals

A Provider whose Listing has been suspended or removed may submit a written appeal to [marketplace-appeals contact to be inserted] within thirty (30) days of the action. PaxLabs will review the appeal and respond within a commercially reasonable timeframe. PaxLabs' decision on appeal is final.

11Provider Representations, Warranties, and Indemnity

11.1 Provider Representations and Warranties

Each Provider represents and warrants that:

(i)It has the legal right, authority, and technical capability to offer and deliver the services described in its Listings;
(ii)Its Listings and services comply with all applicable laws, regulations, and third-party rights, including intellectual property, data protection, and export-control requirements;
(iii)Its Listing descriptions are accurate, complete, and not misleading;
(iv)It will fulfill obligations to Consumers in accordance with the terms of its Listings; and
(v)It has obtained all necessary licenses, permits, consents, and authorizations required to offer the listed services.

11.2 Provider Indemnity

Each Provider agrees to indemnify, defend, and hold harmless PaxLabs and the ecosystem entities listed in the Terms of Service from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Provider's Listings; (b) the services the Provider offers or delivers through Deus; (c) the Provider's breach of these Marketplace Terms, the AUP, or applicable law; (d) the Provider's violation of any third-party right; or (e) any dispute between the Provider and a Consumer.

12Suspension and Removal

12.1 PaxLabs may suspend or terminate a Provider's or Consumer's access to Deus, remove Listings, restrict marketplace functionality, or withhold disputed settlement amounts where: (a) the User breaches these Marketplace Terms, the AUP, or applicable law; (b) the User's conduct poses a material security, legal, financial, or reputational risk to the marketplace, other Users, or PaxLabs; (c) action is required by applicable law or legal process; or (d) action is reasonably necessary to protect Users from imminent harm.

12.2 Suspension or removal of marketplace access does not release the User from obligations already incurred, including settlement of outstanding DeusVouchers and compliance with surviving provisions.

12.3 Onchain records, including settled transactions and committed state, cannot be deleted, modified, or censored due to the immutable nature of the Paxeer Network.

13Disclaimers and Limitation of Liability

13.1 Disclaimers. The disclaimers set forth in the Terms of Service apply in full to Deus and are incorporated herein by reference. Without limiting those disclaimers: (a) PaxLabs does not warrant the performance, availability, security, accuracy, legality, or fitness for purpose of any Listing, service, Agent, or Developer API available through Deus; (b) PaxLabs is not liable for the conduct of, or transactions between, Providers and Consumers; and (c) PaxLabs makes no representation that services listed on Deus comply with the laws of any particular jurisdiction.

13.2 Limitation of liability. The limitation of liability set forth in the Terms of Service applies in full to claims arising out of or relating to Deus. PaxLabs' total aggregate liability with respect to Deus shall not exceed the cap set forth in the Terms of Service.

13.3 Allocation of risk. You acknowledge that PaxLabs operates the marketplace infrastructure and does not control the services offered by Providers. The pricing, availability, and risk allocation reflected in these Marketplace Terms reflect PaxLabs' role as a platform operator, not as a party to User transactions.

14Governing Law and Disputes with PaxLabs

14.1 These Marketplace Terms are governed by the laws of the State of Delaware in accordance with the governing-law and dispute-resolution provisions of the Terms of Service (Section 15 of the Terms of Service).

14.2 For the avoidance of doubt, disputes between Users (Provider vs. Consumer) are governed by Section 9 of these Marketplace Terms and by any applicable terms agreed between the parties. The arbitration and class-waiver provisions in the Terms of Service apply to disputes between a User and PaxLabs.

15Changes

15.1 PaxLabs may update these Marketplace Terms from time to time. When we make material changes, we will: (a) update the "Version" and "Effective Date" at the top of this document; (b) provide notice through the Services, by email, or by other reasonable means at least fifteen (15) days before the changes take effect; and (c) clearly identify the nature of the material changes.

15.2 Your continued use of Deus after the updated effective date constitutes your acceptance of the revised Marketplace Terms. If you do not agree, you must discontinue use of Deus before the updated effective date. Discontinuation does not release you from obligations already incurred.

Version 1.0 — Effective Date: June 10, 2026