Provider Agreement

This Provider Agreement (the “Agreement”) is between APRYCO, LLC (“we,” “us,” “our”), the operator of JoJ API, and you as a provider of APIs on JoJ API (“you”). It applies when you enable provider access in the Studio, publish an API through the Services, or receive payouts from us. This Agreement supplements our Terms of Service, which continue to apply to your use of the Services, including the API Listing Review and Removal policy and the Prohibited API Categories. If this Agreement and the Terms of Service conflict on a matter concerning your APIs, earnings, or payouts, this Agreement prevails. Capitalized terms not defined here have the meaning given in the Terms of Service.

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1. Our Relationship

You supply a service to us. You make your API available to us, and you operate it, maintain it, and support its users (the “Provider Service”), whether it runs on your own infrastructure or on infrastructure we provide. We sell access to subscribers. We sell access to your API to subscribers in our own name, at the plan prices you set in the Studio, and we are the seller of record for those sales. We collect all payments from subscribers, handle billing, invoicing, sales taxes, and refunds, and decide on refund requests under our Refund Policy. Subscribers owe you nothing for access sold through the Services, and you will not charge them for it. Independent parties. You and we are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship, and neither party may bind the other. We do not collect or hold funds on your behalf: the service fee described below is our own obligation to you.

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2. Service Fee

Calculation. For the Provider Service, we pay you a service fee equal to the payments we collect for your API’s plans and usage, less:

1. the payment-processing fees charged to collect those payments; and
2. our marketplace fee, applied to the remaining amount: 10%, unless a different rate is shown in your Studio or agreed with you in writing.

The Provider Earnings page explains the calculation, with current processing fees and examples. Currency. The service fee is denominated and calculated in US dollars. What the fee covers. The service fee is consideration for the Provider Service only. It is not a royalty or a license fee: any rights you grant us under this Agreement or the Terms of Service, including the right to display your API’s name, documentation, logos, and other listing content, are granted royalty-free and are incidental to the Provider Service. Adjustments. Refunds, chargebacks, billing corrections, and payments we determine to be fraudulent reduce the service fee for the period in which they are processed. If such an amount concerns a service fee that has already been paid out, we may deduct it from your future payouts or ask you to repay it.

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3. Payouts

Schedule. Service fees for a calendar month are paid out from the 15th of the following month. If your balance is below the minimum payout (currently $30), it is carried over to the following month. Methods. We pay out in USDC on the Polygon network to a wallet address you provide, or to your PayPal account. We may add, change, or withdraw payout methods. A transfer fee of up to 1% may apply depending on the method. A payout in USDC settles the corresponding US dollar amount at one USDC per US dollar. Payout details. You are responsible for keeping your payout details accurate. Before the first payout to a new or changed wallet address, we may require you to confirm the address with a small test deposit, which is deducted from your next payout, and we may delay payouts to a changed address for a cooling-off period. Cryptocurrency transfers are irreversible: we cannot recover funds sent to the address you provided, and any loss resulting from an incorrect, invalid, or inaccessible address is yours. Holds. We may hold, delay, or withhold a payout:

• until you have met the requirements in section 4;
• while we investigate suspected fraud, chargebacks, account compromise, or a breach of this Agreement or the Terms of Service;
• where your API is removed for falling into a prohibited category; or
• where required by law, a court order, or a payment provider.

When we hold a payout, we will tell you why unless the law does not allow us to. Unclaimed earnings. If we cannot pay you because you have not set up a valid payout method or met the requirements in section 4, your earnings remain payable to you, and we will remind you to claim them. We do not charge fees on unclaimed earnings or forfeit them. If they remain unclaimed for the period set by the applicable unclaimed property laws, we will handle them as those laws require, which may include reporting and delivering them to a government authority, from which you can then claim them.

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4. Identity, Tax, and Sanctions Requirements

Information we may require. Before paying you, and at any time afterwards, we may ask for your legal name, the country where you reside or are established, whether you are an individual or a business, and other information we need to verify your identity and comply with the law. You agree to provide accurate information and to keep it up to date. Tax forms. If you are a US person, you must provide a completed IRS Form W-9. If you are not a US person, you must provide a completed IRS Form W-8BEN (individuals) or W-8BEN-E (entities), or another form we accept. We may report payments to tax authorities and withhold tax from payouts where the law requires it, including backup withholding where a valid taxpayer identification number is missing. You are responsible for all taxes on your service fees, in your own country and elsewhere, and for any registration, invoicing, or filing they require. Sanctions. You represent and warrant, when you accept this Agreement and each time you receive a payout, that:

• you are not located, organized, or ordinarily resident in a country or region subject to comprehensive US sanctions (currently Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine);
• you are not, and are not owned 50% or more (individually or in the aggregate) or controlled by, a person on the Specially Designated Nationals and Blocked Persons List or another sanctions list maintained by the US Department of the Treasury’s Office of Foreign Assets Control (OFAC); and
• no payout address or account you provide belongs to or is controlled by such a person.

We may screen providers, payout details, and payouts against these lists. We will not make a payout that would violate sanctions laws, and we may suspend your account, block or reject funds, and report to the competent authorities as the law requires. You must tell us promptly if any of these statements stops being true.

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5. Your Responsibilities

You are responsible for:

• operating your API with the reliability, documentation, and pricing you publish, and supporting its subscribers in a timely manner;
• having all rights, licenses, and consents needed for your API, its content, and its data sources, and for the data it processes for subscribers;
• complying with the laws that apply to your API, including data protection, export control, and sanctions laws; and
• the security of your Studio account and of your payout wallet or PayPal account.

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6. Term and Termination

This Agreement starts when you first accept it and continues until either party ends it. You may end it at any time by unpublishing your APIs and closing your provider access or your account. We may end or suspend it as described in the Terms of Service, including for a breach of this Agreement. Service fees earned before termination remain payable on the normal schedule, subject to sections 2, 3, and 4, and the minimum payout no longer applies to your remaining balance. Section 2 (Adjustments), section 3 (Unclaimed earnings), section 4, and section 7 survive termination.

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7. Changes and General Terms

Changes. We may update this Agreement. We will notify you by email or in the Studio at least 30 days before an increase in the marketplace fee takes effect. Payment-processing fees are set by the payment processors and may change without notice; other changes take effect when posted. We may ask you to accept the updated Agreement in the Studio before your next payout. If you do not agree to a change, you may end this Agreement under section 6. Governing law and disputes. The governing law and dispute resolution provisions of the Terms of Service apply to this Agreement. Contact. For questions about this Agreement, your earnings, or payouts, email team@jojapi.com.