Vendor Agreement.

This agreement is between ClearSkai Technologies ([LEGAL ENTITY NAME AND TYPE — owner to supply], "ClearSkai") and the supplier company that opens a SkaiVendor workspace (the "Vendor"). It adds to the Terms of Service; if they conflict, this agreement controls for the Vendor's workspace. The person who sets up the workspace accepts it for the Vendor and confirms they may do so. [ACCEPTANCE METHOD — owner and counsel]

• The first person to set up the Vendor's workspace is its owner. The owner and any admins manage the team; reps work on requests, quotes, orders, deliveries and messages.
• Invite only your own employees or people you authorize to act for you, and remove access promptly when someone leaves or no longer needs it.
• Reps invited directly by a contractor join your workspace only after your owner or an admin approves them.
• You are responsible for what your team does in SkaiVendor.

You authorize ClearSkai to connect your workspace to the SkaiScraper Network: to create or link your vendor record there, to hold an encrypted access token for each team member, and to send and receive the information described in the Privacy Policy. An owner or admin can disconnect at any time; that revokes every team member's SkaiScraper tokens. Network history stays in SkaiScraper.

Contractors share jobs with you through access grants they control. Information from a shared job, including addresses, scope, material lists, documents and messages, is confidential to that contractor. You will:

• use it only to quote, supply and deliver for that job;
• not sell it, publish it, use it to market to the contractor's customers, or combine it with other data to build lists;
• share it only with team members and carriers who need it for that job;
• protect any copies you make outside SkaiVendor and delete them when no longer needed for the order or your legal records;
• stop using a job's information when the contractor ends your access.

After access ends you keep read-only receipts for orders you won, as described in the Privacy Policy.

• Quotes must be accurate and made in good faith. Your quote is your offer to the contractor.
• Terms of sale (price, tax, delivery, credit, payment, returns and warranty) are between you and the contractor. ClearSkai is not a party, does not take payment, and does not guarantee performance by either side.
• Keep order status and delivery records accurate and current. Proof-of-delivery links must point to genuine records you have the right to share.

Job message threads are for that job. Keep them professional, and don't use them for unrelated marketing.

You confirm that you are a lawful business, that you hold the licenses your business needs, and that the company and profile details you provide are accurate.

Each party is responsible for its own handling of personal information under applicable law. If you suspect that information from the network has been lost, stolen or accessed without authorization, through your team, systems or carriers, tell ClearSkai at [LEGAL CONTACT — owner to supply] within [SECURITY INCIDENT NOTICE PERIOD — counsel] and help us respond.

No fees apply during the private beta. Planned pricing is not an offer. Before any paid plan applies to you, we will publish its terms and give you at least [NOTICE PERIOD — counsel to set] notice. [FEE TERMS — owner to supply before billing starts]

• This agreement runs while the Vendor has a SkaiVendor workspace.
• You may end it by disconnecting and asking us to close the workspace.
• We may suspend or end it if you breach it, to protect contractors' data or the service, or when the private beta ends. Where reasonable, we will tell you first.
• On termination, SkaiScraper tokens are revoked and your team loses access. Sections 4, 5, 8 and 11 continue to apply.

The disclaimers and limits of liability in the Terms of Service apply, including the cap of [LIABILITY CAP — counsel]. This agreement is governed by the laws of [GOVERNING LAW — owner and counsel to choose state], and disputes will be resolved by [VENUE AND DISPUTE RESOLUTION — counsel].

We will post changes here and tell the Vendor's owner and admins at least [NOTICE PERIOD — counsel to set] before material changes take effect. Notices to ClearSkai go to [LEGAL CONTACT — owner to supply]; notices to you go to your owner's email address.