Source Provider Agreement

1

Ownership and warranties

1.1 The Provider warrants that it owns or has full lawful rights to supply and grant ckey.vn the right to exploit the source, and that it does not violate applicable law or any third-party rights. Any inspection, testing, approval, or exploitation of the source by ckey.vn does not constitute a warranty by ckey.vn as to ownership, licensing, safety, quality, or legality of the source, and does not reduce any of the Provider's obligations.
1.2 For AI APIs: the Provider warrants (a) it holds sufficient rights and licenses from the original model developer and complies with the license (usage limits, no redistribution, no direct competition with the developer); (b) training data and methods do not infringe copyright or third-party rights; (c) no fake usage or token reporting, and no misreporting to inflate source cost; (d) it is responsible for the legality, accuracy, and stability of the model and upstream.

2

Taxes and invoices

2.1 The Provider is solely responsible for the taxes, declarations, and financial obligations arising from amounts received, in accordance with the rules applicable to it. Where applicable law so requires, ckey.vn may request necessary information or documentation and perform withholding, filing, or payment on the Provider's behalf in accordance with the rules. The Provider is only required to provide invoices or documentation when that obligation applies to the Provider's status or is required by law.

3

Indemnification

3.1 The Provider must defend and indemnify ckey.vn for valid claims, damages, penalties, and reasonable legal costs arising directly from the source violating applicable law, infringing intellectual property, breaching security, harming Customers, or breaching the Provider's obligations under this agreement. The indemnification obligation is uncapped and survives after the Provider stops supplying source.

4

Disabling and removing source

4.1 ckey.vn may refuse, limit, reduce traffic, disable, or remove source under Section 9.3 of this agreement. Discontinuing exploitation does not forfeit confirmed legitimate source cost, except amounts subject to hold, adjustment, deduction, clawback, or indemnification.
4.2 The Provider permits ckey.vn to display the account name or display name, source id, model id, technical specifications, operating status, operating history, and quality metrics of the source, including speed, latency, error rate, availability, and usage. ckey.vn has sole discretion over how source is displayed, classified, ranked, recommended, traffic-limited, or removed. Display, ranking, or selection of a source by a Customer does not create a contract between the Provider and the Customer, and does not guarantee any usage, income, or minimum exploitation period for the Provider.

5

Usage measurement and settlement

5.1 Source cost is recorded only for valid usage that the ckey.vn system has measured, verified, and successfully settled. ckey.vn has no obligation to record or pay source cost for usage that is errored, duplicated, incomplete, unverifiable, abnormal, fraudulent, in breach of this agreement, outside accepted limits, or not meeting technical conditions published by ckey.vn.
5.2 ckey.vn may inspect, re-measure, adjust, or remove usage when it detects abnormal, inaccurate, duplicated, invalid, or fraudulent data. ckey.vn's operational data and records are the primary basis for reconciliation, except where ckey.vn confirms a clear error. ckey.vn has no duty to disclose source code, internal algorithms, fraud-detection rules, or any information that may affect system security.

6

Reconciliation and clawback

6.1 The Provider must submit a reconciliation request within 7 days from the date the data or payment amount is displayed. After this period, the data is deemed accepted by the Provider, unless ckey.vn itself detects an error or fraud, or applicable law provides otherwise. During review, ckey.vn may hold the disputed amount. After examining reasonable data provided by the parties, ckey.vn's determination is the settlement basis, except where there is a clear error or a decision by a competent authority.
6.2 An amount paid by mistake, due to fraud, wrong usage, or breach of this agreement may be deducted in the next period or claimed back and does not constitute a penalty. ckey.vn may hold, adjust, deduct, or claw back source cost when a refund, chargeback, complaint, or damage arises from source fault, wrong usage, unlawful source, fraud, security breach, or breach of the Provider's obligations. A refund or chargeback arising entirely from a commercial decision, payment error, or ckey.vn's own obligation to the Customer does not automatically forfeit the Provider's legitimate source cost, unless the parties have a separate written agreement.

7

Customer data processing

7.1 When processing Customer data transferred by ckey.vn, the Provider must process it only per ckey.vn's instructions and security measures, must not use the data for other purposes, and must delete or return it when no longer needed. The Provider must: notify ckey.vn immediately of any data incident; not retain prompts or responses beyond the technically necessary period; not train models on Customer data; and not re-sublet to another upstream without ckey.vn's consent.

8

Acceptance and termination

8.1 By submitting source or continuing to supply source to ckey.vn, the Provider accepts this entire agreement. ckey.vn may terminate, suspend, or refuse source from a Provider when there are signs of legal violation, breach of this agreement, or risk to Customers or the system; obligations on payment, indemnification, security, and clawback of payable amounts survive termination.

9

No exploitation guarantee for source

9.1 Any inspection, approval, integration, display, or prior exploitation of a source by ckey.vn does not create any commitment that the source will continue to be displayed, maintained, or exploited.
9.2 ckey.vn does not guarantee any request volume, traffic, display order, ranking, exploitation period, revenue, profit, or minimum income for the Provider.
9.3 ckey.vn may refuse, suspend, reduce traffic, change display order or routing, disable, or stop exploiting any source at any time for technical, security, legal, commercial, cost, customer demand, source quality, or operational reasons. Exercising these rights does not give rise to any obligation to compensate the Provider for expected revenue, profit, or business opportunity.

10

Payment conditions

10.1 Usage and source cost figures shown on the dashboard before verification and settlement are completed are provisional only and do not constitute a debt confirmation or a payment commitment.
10.2 Source cost becomes eligible for payment only after usage is confirmed valid by ckey.vn; the Provider provides the necessary payment information; the payment reaches the threshold and is due; and the amount is not subject to hold, adjustment, deduction, clawback, dispute, or indemnification.
10.3 ckey.vn may offset any amount the Provider owes ckey.vn against any source cost currently or later payable.

11

Exclusions and limitation of liability

11.1 The integration system, dashboard, API, and measurement tools for the Provider are provided on an "as-is" and "as-available" basis.
11.2 To the extent permitted by applicable law, ckey.vn is not liable for lost profit, expected revenue, business opportunity, data, or reputation, or for any indirect, consequential, incidental, or special damage to the Provider.
11.3 To the extent permitted by applicable law, ckey.vn's aggregate liability to the Provider arising from the same event or related chain of events does not exceed the total confirmed legitimate source cost for the directly involved source in the 30 days immediately before the event. Unverified usage, provisional amounts, expected revenue, unexploited source, and disputed amounts are not counted toward this limit.

12

Independent status

12.1 The Provider is an independent source supplier, not an employee, agent, representative, authorized person, joint-venture partner, or sublicensee of ckey.vn.
12.2 The Provider has no right to make commitments, enter contracts, collect money, make commercial contact, or handle Customer complaints on behalf of ckey.vn. Nothing in this agreement creates any exclusivity obligation or requires ckey.vn to prioritize the Provider's source.

13

General provisions

13.1 Vietnamese law applies. Disputes between ckey.vn and the Provider are first resolved by negotiation; if not resolved, the dispute is taken to a competent authority where ckey.vn is headquartered, within the scope permitted by applicable law.
13.2 If a provision is found to be invalid, unlawful, or unenforceable, it is limited or severed to the extent necessary; the remaining provisions continue in full force.
13.3 The Provider may not transfer source, accounts, rights, or obligations under this agreement without ckey.vn's prior written consent.
13.4 This agreement, together with appendices and documents confirmed by ckey.vn, constitutes the entire agreement between ckey.vn and the Provider regarding the supply of source.