Provider Agreement

This Provider Agreement (the “Provider Agreement”) supplements the AGIHALO Terms of Service and applies when you register an upstream model credential, publish model access, or receive provider earnings through AGIHALO. By checking the acceptance box and submitting a provider registration, you agree to this Provider Agreement, version 2026-07-18.

1. Provider eligibility

You must have legal capacity to enter this Provider Agreement, complete the identity verification required by AGIHALO, provide accurate account and payout information, and keep that information current. If you act for an organization, you represent that you have authority to bind it.

2. Upstream account and credential authority

You represent, warrant, and agree that:

• you own or are expressly authorized to use every credential you register and the associated upstream account and billing method;
• the credential is not stolen, leaked, compromised, or obtained through fraud, impersonation, multiple-account abuse, or quota circumvention;
• the upstream account is in good standing and your use of it through AGIHALO complies with all applicable upstream terms, policies, usage limits, and laws;
• the upstream terms permit you to process third-party end-user requests in the manner offered through AGIHALO; and
• you will not use AGIHALO to sell or transfer an upstream credential, paid credit, promotional credit, trial benefit, account, or service where that sale or transfer is prohibited.

AGIHALO does not grant you reseller rights from an upstream provider. If your business model requires reseller or partner authorization, you are responsible for obtaining it before registering. For example, Google Cloud restricts unauthorized resale and transfer under its Cloud Terms of Service.

Google and Gemini credentials. You may register or monetize a Google or Gemini credential only if a written agreement with Google expressly authorizes you to resell or supply the applicable service. A standard Google account, paid API key, Cloud Billing account, credit balance, or partner-program enrollment does not by itself establish that authorization. Google Paid Credits, committed units, free credits, and promotional credits must not be sold or transferred through AGIHALO. AGIHALO may require documentary proof and pause or reject the listing or settlement until the authorization is confirmed. See the Supplemental Paid Credit Terms and applicable Google reseller or supply agreement.

3. Authorization to use the credential

You authorize AGIHALO to securely store the registered credential and use it to send routed model requests, perform registration tests and health checks, meter usage, prevent abuse, and operate the provider marketplace. AGIHALO will not display the full credential to customers. You remain responsible for the upstream account and all upstream charges.

4. Listings and customer access

You are offering model access through AGIHALO, not selling ownership of your credential or upstream credits. Listing information must be accurate and must not imply endorsement, partnership, or reseller status that you do not have. For every routed request, you must serve the exact canonical model identifier requested by AGIHALO. You must not substitute, alias, downgrade, or silently route that request to different model weights, even when the response format is compatible. You must promptly remove a listing if you cannot continue serving that exact model or if your authority or upstream permission ends.

5. Pricing, fees, and settlement

• Custom endpoint text charges use AGIHALO's deterministic text-unit meter over the canonical request and visible assistant text. Provider-reported token usage, hidden reasoning, and cache claims do not determine the customer charge. Halo text units are not the provider model's native tokenizer units.
• Customer pricing, the AGIHALO platform fee, and estimated provider earnings are shown during registration or editing.
• The provider-specific platform fee in effect when a customer usage reservation is created is deducted from the gross charge, and the remainder is the provider earning for that usage. AGIHALO may change a provider's fee for future usage, but a later change does not alter the fee snapshot already reserved for an earlier request.
• Payout requests are for the provider's entire available balance of eligible cash-funded earnings. If a completed customer charge includes any bonus-funded amount, all provider earnings from that charge are currently payout-ineligible. Only one payout request may be active at a time.
• Payouts are made manually in USDC on Base after administrator review, including identity, wallet, ledger, fraud, sanctions, and compliance checks. Submitting a request does not guarantee payment or an immediate transfer.
• You may cancel a pending payout request. A pending request expires after seven days if it is not taken into processing. The transition into processing is irreversible: you can no longer cancel the request, it cannot expire, and it proceeds through the controlled on-chain paid or failure-recovery path.
• You bear all upstream usage charges, taxes, currency movements, and other costs associated with your credential.
• Earnings may be delayed, held, adjusted, reversed, or offset for refunds, chargebacks, duplicate metering, fraud, abuse, sanctions screening, model substitution, a customer dispute, or a breach of this Provider Agreement.
• You are responsible for your own tax registration, reporting, invoices, and payment obligations.

6. Security and incident reporting

You must protect your upstream account, rotate a credential that may be compromised, and notify AGIHALO promptly of unauthorized use, billing anomalies, suspension, or loss of authorization. You must not attempt to extract another provider's credential or bypass AGIHALO security, metering, routing, or usage controls.

7. Customer data and acceptable use

Customer inputs and related technical data may be transmitted to the selected upstream service through your credential. You may use that data only as necessary to provide the listed service and may not independently collect, retain, sell, train on, or disclose customer inputs or outputs except with a valid legal basis and any required customer notice and consent. You must comply with the AGIHALO acceptable-use rules and the upstream provider's safety and data-use requirements.

8. Monitoring, suspension, and removal

AGIHALO may test credentials, monitor service health and abuse signals, disable routing, hold settlement, or remove a provider when reasonably necessary to protect customers or the Service, comply with law or upstream requirements, investigate a dispute, or address a suspected breach. You may remove your provider listing at any time, subject to pending transactions and surviving obligations.

9. Responsibility and indemnity

You are responsible for your credential, upstream relationship, listing, taxes, legal compliance, and breach of upstream terms. To the extent permitted by law, you will defend and indemnify AGIHALO and its affiliates against third-party claims, losses, penalties, costs, and reasonable legal fees arising from those matters or your breach of this Provider Agreement. The disclaimers and limitations of liability in the AGIHALO Terms of Service also apply.

10. Electronic acceptance and records

You consent to electronic contracting. AGIHALO may record your account identifier, the accepted agreement version, the provider registration, and the database acceptance time as evidence of consent. Existing provider registrations may be required to accept a later version before continued listing or payout.

11. Changes and general terms

AGIHALO may revise this Provider Agreement for future provider activity. Material revisions may require a new affirmative acceptance. The AGIHALO Terms of Service govern matters not addressed here. If the documents conflict regarding provider activity, this Provider Agreement controls for that activity.

12. Contact

Provider Agreement questions can be sent to contact@agihalo.com.