RORAIMA

IoT Marketplace

DEVICE OWNER SERVICE AGREEMENT

(Proprietary Vendor Agreement)

Version 1.0 – [Date]

This Agreement supplements the General Terms and Conditions of Use and governs the relationship between the Operator and the Device Owner (Proprietary Vendor) in connection with the sale of IoT access through the Roraima marketplace.

Operator: [Roraima S.r.l.] – Registered office: [Address], Italy

Article 1 – Scope and Relationship with General Terms

1.1. This Device Owner Service Agreement (hereinafter, the “Agreement”) governs the specific terms under which the Device Owner (as defined in the General Terms and Conditions of Use) is authorized to list Products, sell IoT access, manage Delegations, and use the additional Services provided by the Platform.

1.2. This Agreement supplements and forms an integral part of the General Terms and Conditions of Use (the “General Terms”). All defined terms used herein and not otherwise defined shall have the meaning ascribed to them in the General Terms. In the event of conflict between this Agreement and the General Terms, this Agreement shall prevail to the extent of the inconsistency.

1.3. By selecting a Plan and completing the vendor onboarding process, the Device Owner expressly accepts this Agreement in its entirety.

Article 2 – Eligibility and Onboarding

2.1. To register as a Device Owner, the applicant must: (a) be a natural or legal person registered in one of the 32 countries of the Stripe Europe region; (b) lawfully own or have legitimate control over at least one IoT device capable of being registered on the Platform; and (c) provide accurate and complete information during the registration process.

2.2. Required information. The Device Owner shall provide, at a minimum: legal name (or business name), tax identification number (where applicable), Primary Place of Business address, contact email, phone number, and any additional information required by the Platform or by Stripe for KYC (Know Your Customer) purposes.

2.3. The Device Owner must create and maintain an active Stripe Connect account linked to their Platform Account. Failure to maintain an active Stripe Connect account shall result in the automatic disabling of all Products listed by the Device Owner. The Operator reserves the right to suspend the Device Owner’s Account until the Stripe Connect account is reactivated.

2.4. The Device Owner acknowledges that the Operator and/or Stripe may perform identity verification, credit checks, and compliance screening as part of the onboarding process and on an ongoing basis. The Device Owner agrees to cooperate fully with such verification.

Article 3 – Subscription Plans and Fees

3.1. The Device Owner shall select one of the following subscription Plans:

3.2. Subscription fees are charged monthly via Stripe. The Device Owner authorizes the Operator to charge the applicable fee to the payment method on file. If payment fails, the Operator may suspend the Device Owner’s Account and disable all Product listings after a grace period of five (5) business days.

3.3. The Device Owner may upgrade or downgrade their Plan at any time. Upgrades take effect immediately; downgrades take effect at the beginning of the next billing cycle. No pro-rata refunds are provided for downgrades.

3.4. The Operator reserves the right to modify subscription fees with at least thirty (30) calendar days’ advance written notice, in accordance with Article 17 of the General Terms.

Article 4 – Commissions and Payouts

4.1. The Operator charges a Commission on each transaction completed through the Platform. The applicable Commission rate is [__]% of the gross transaction value (inclusive of VAT where applicable). The current Commission schedule is published on the Platform and forms part of this Agreement.

4.2. Payouts are processed through Stripe Connect under the Separate Charges and Transfers model. The Buyer’s payment is collected by Stripe; the Operator’s Commission is deducted; and the net amount is transferred to the Device Owner’s Stripe Connect account.

4.3. Payout timing is subject to Stripe’s standard processing schedules. The Operator does not guarantee specific Payout dates and shall not be liable for any delay caused by Stripe, the banking system, or regulatory holds. Stripe may impose additional holding periods for new accounts or flagged transactions.

4.4. The Device Owner is solely responsible for the accuracy of their Stripe Connect account details. The Operator shall not be liable for Payouts sent to incorrect or outdated account information.

4.5. The Operator reserves the right to withhold Payouts in whole or in part where: (a) there is a pending dispute, chargeback, or refund claim; (b) the Operator reasonably suspects fraudulent activity; (c) the Device Owner is in material breach of this Agreement; or (d) required by applicable law or court order.

4.6. Currency. Transactions are processed in the local currency of the applicable Storefront. Payouts are made in the currency of the Device Owner’s Stripe Connect account. Currency conversion, if applicable, is handled by Stripe at its prevailing exchange rate and is subject to Stripe’s foreign exchange fees.

Article 5 – Products, Listings and IoT Devices

5.1. The Device Owner may register IoT devices on the Platform and create Products that sell conditional access to such devices. Products may be associated with one or more devices and may include Scenarios.

5.2. Device ownership and control. The Device Owner represents and warrants that they lawfully own, lease, or have legitimate control over every IoT device registered on the Platform. The Device Owner shall indemnify the Operator against any claim arising from unauthorized device registration.

5.3. Listing accuracy. All Product listings must be accurate, complete, and not misleading. The Device Owner shall clearly describe: (a) the type and capabilities of the device(s); (b) the access model (timed, credits, subscription, one-shot, or combined); (c) the duration, number of uses, or subscription period; (d) any limitations, prerequisites, or technical requirements; and (e) the price, inclusive of all applicable taxes.

5.4. Products without a valid device configuration shall be automatically disabled by the Platform. The Device Owner is responsible for ensuring that device configurations are maintained and updated.

5.5. Availability and uptime. The Device Owner commits to maintaining all registered devices in operational condition and reachable through the Platform for the entire duration of any Token sold. This includes ensuring adequate internet connectivity, power supply, firmware compatibility, and cloud account credentials (where applicable).

5.6. In the event of prolonged device downtime (defined as continuous unavailability exceeding [4] hours during a Token’s validity period), the Buyer may be entitled to a proportional refund or Token extension. The Device Owner acknowledges that such refunds shall be charged against the Device Owner’s account and deducted from future Payouts.

5.7. The Device Owner shall not list Products that: (a) grant access to devices in a manner that violates applicable safety regulations; (b) enable unauthorized surveillance, data collection, or privacy violations; (c) create a risk to persons, property, or the environment; or (d) infringe upon third-party rights.

Article 6 – Delegations to Authorized Vendors

6.1. The Device Owner may delegate operational access to their registered devices to one or more Authorized Vendors by generating a pairing code (format: INS-XXXXXX) through the Platform.

6.2. Scope of delegation. An Authorized Vendor operating under Delegation may: manage devices, create Scenarios, test automations, and perform operational tasks on behalf of the Device Owner. The Authorized Vendor may not: delete devices, modify system device types, create their own IoT Products, or sub-delegate.

6.3. The Device Owner may revoke any Delegation at any time, with immediate effect. Upon revocation, the Authorized Vendor’s access to the delegated devices shall cease immediately. Delegations are also automatically revoked if the Authorized Vendor’s profile becomes inactive.

6.4. All actions performed by an Authorized Vendor under Delegation are recorded in the Platform’s audit log with full traceability. The Device Owner acknowledges that the Platform records the identity, timestamp, and nature of every action performed under Delegation.

6.5. Liability. The Device Owner is responsible for selecting qualified Authorized Vendors and for supervising their activities. The Operator shall not be liable for any loss, damage, or malfunction caused by an Authorized Vendor acting under Delegation. The Device Owner shall indemnify the Operator against any claims arising from the acts or omissions of Authorized Vendors operating under Delegation.

Article 7 – Tax, Regulatory and Compliance Obligations

7.1. Tax responsibility. The Device Owner is solely responsible for determining and fulfilling all tax obligations arising from their activities on the Platform, including but not limited to: income tax, VAT/GST, and any other applicable local, national, or international taxes. The Operator does not provide tax advice.

7.2. Where required by applicable law (including but not limited to Council Directive (EU) 2021/514 – DAC7), the Operator may be obligated to collect and report information about the Device Owner and their transactions to tax authorities. The Device Owner consents to such reporting and agrees to provide all information necessary for the Operator’s compliance.

7.3. The Device Owner shall comply with all applicable laws and regulations, including but not limited to: consumer protection laws, product safety regulations, data protection laws, anti-money laundering requirements, and any sector-specific regulations applicable to IoT devices and home automation in the Device Owner’s jurisdiction.

7.4. The Device Owner shall maintain adequate insurance coverage for their activities on the Platform, including, where applicable, professional liability insurance and product liability insurance.

Article 8 – Content, Micro-store and Branding

8.1. The Device Owner may customize their Micro-store within the limits defined by the Platform’s design guidelines. The Device Owner is solely responsible for the content of their Micro-store, including product descriptions, images, pricing, and any informational content.

8.2. The Device Owner grants the Operator a non-exclusive, worldwide, royalty-free, sublicensable license to use, display, reproduce, and distribute the Device Owner’s Product listings and Micro-store content for the purpose of operating and promoting the Platform.

8.3. The Device Owner shall not use the Platform to promote competing marketplaces, redirect traffic away from the Platform, or engage in any activity that undermines the Platform’s commercial interests.

Article 9 – Checkout Extra Information

9.1. The Device Owner may configure custom fields to request additional information from the Buyer at checkout (e.g., delivery address for IoT installation, specific device preferences). Such information is transmitted to the Device Owner upon order confirmation.

9.2. Data protection. The Platform does not archive checkout extra information beyond the duration of the transaction. The Device Owner, as an independent data controller, is solely responsible for the lawful collection, processing, and storage of such data in compliance with the GDPR and applicable national legislation.

9.3. The Device Owner shall not use checkout fields to collect sensitive personal data (as defined in Article 9 of the GDPR), including but not limited to health data, biometric data, political opinions, or religious beliefs, unless absolutely necessary for the provision of the service and in compliance with the GDPR.

Article 10 – Delivery Channels and Gateway

10.1. The Device Owner may configure the following delivery channels for IoT access:

(a) Web panel (default): the Buyer controls the device through the Platform’s built-in interface;

(b) Custom REST API: the Buyer interacts with the device through a custom API endpoint provided by the Device Owner;

(c) Webhook: the Platform sends event notifications to an endpoint specified by the Device Owner.

10.2. The Device Owner may register local gateways (WebSocket tunnel) to enable communication between the Platform and devices on the Device Owner’s local network. The Device Owner is solely responsible for the security, configuration, and maintenance of local gateways.

10.3. The Device Owner acknowledges that the use of custom delivery channels (API, webhook, local gateway) involves additional security risks and that the Operator shall not be liable for any security breach, data loss, or unauthorized access resulting from the misconfiguration of such channels.

Article 11 – Suspension, Termination and Consequences

11.1. The provisions of Article 15 of the General Terms apply to this Agreement. In addition, the Operator may suspend or terminate the Device Owner’s access specifically if: (a) the Device Owner fails to maintain an active Stripe Connect account for more than fifteen (15) consecutive calendar days; (b) the Device Owner’s chargeback rate exceeds thresholds established by Stripe or the Operator; (c) the Device Owner repeatedly fails to maintain device availability (more than three substantiated complaints in any thirty-day period); or (d) the Device Owner lists Products that violate safety regulations or pose a risk to persons or property.

11.2. Effect of termination on Tokens. Upon termination of this Agreement, any outstanding Tokens associated with the Device Owner’s devices shall remain valid until their natural expiration. The Device Owner commits to maintaining device availability for the duration of any outstanding Tokens. If the Device Owner is unable or unwilling to do so, the Operator may issue refunds to affected Buyers and charge such refunds against the Device Owner’s final Payout.

11.3. Final settlement. Upon termination, the Operator shall: (a) process any pending Payouts, net of outstanding Commissions, refunds, and chargebacks; (b) provide the Device Owner with a final settlement statement; (c) retain the right to withhold a reserve for a period of ninety (90) calendar days to cover potential chargebacks or refund claims.

11.4. The Device Owner may terminate this Agreement at any time by canceling their vendor subscription through the Platform. Termination shall take effect at the end of the current billing period. No refund shall be due for the remaining portion of the current billing period.

Article 12 – Representations and Warranties

12.1. The Device Owner represents and warrants that:

(a) the Device Owner has the legal capacity and authority to enter into and perform this Agreement;

(b) all information provided to the Operator is accurate, current, and complete;

(c) the Device Owner lawfully owns or controls all IoT devices registered on the Platform;

(d) all Products listed comply with applicable laws, safety regulations, and these Terms;

(e) the Device Owner’s use of the Platform does not infringe upon the rights of any third party;

(f) the Device Owner will comply with all applicable tax, consumer protection, and data protection laws;

(g) the Device Owner holds all necessary licenses, permits, and certifications for their activities.

12.2. The Device Owner acknowledges that any breach of the representations and warranties set forth in this Article constitutes a material breach of this Agreement and may result in immediate suspension or termination, without prejudice to the Operator’s right to claim damages.

Article 13 – Specific Indemnification

13.1. Without prejudice to Article 14 of the General Terms, the Device Owner specifically agrees to indemnify, defend, and hold harmless the Operator from and against any claims arising from: (a) device malfunction, including damage to persons or property; (b) unauthorized surveillance, data collection, or privacy violations through IoT devices; (c) product safety violations; (d) breach of consumer rights; (e) incorrect or misleading Product listings; (f) tax non-compliance; and (g) the acts or omissions of Authorized Vendors operating under Delegation.

Article 14 – Governing Law and Final Provisions

14.1. This Agreement shall be governed by and construed in accordance with the laws of Italy, in accordance with Article 18 of the General Terms.

14.2. The provisions of the General Terms regarding amendments (Article 17), dispute resolution (Article 16), force majeure (Article 19.3), and severability (Article 19.1) apply mutatis mutandis to this Agreement.

14.3. This Agreement, together with the General Terms, the Privacy Policy, and any applicable policies, constitutes the entire agreement between the Device Owner and the Operator with respect to the subject matter hereof.

Acceptance

By selecting a subscription Plan and completing the vendor onboarding process, the Device Owner confirms that they have read, understood, and accepted this Device Owner Service Agreement in its entirety, in conjunction with the General Terms and Conditions of Use.

Last updated: [Date]

© [Year] Roraima S.r.l. – All rights reserved.

UNITED KINGDOM ADDENDUM

The following provisions apply exclusively to Users who reside in the United Kingdom.

Article 1 – Applicability and Scope

1.1. This Addendum applies to Device Owners whose habitual residence or place of establishment is in the United Kingdom, and supplements the Device Owner Service Agreement and the UK Addendum to the General Terms.

Article 2 – Governing Law

2.1. The provisions of Article 2 of the UK Addendum to the General Terms (governing law: laws of England and Wales, with Scotland/Northern Ireland carve-outs) apply to this Agreement.

Article 3 – Tax and Regulatory Compliance (UK-specific)

3.1. UK-based Device Owners must comply with HMRC requirements, including UK VAT registration where applicable, and Making Tax Digital (MTD) obligations.

3.2. References to DAC7 (Directive (EU) 2021/514) in the Device Owner Service Agreement shall, for UK Device Owners, be read as references to the UK’s equivalent platform reporting obligations (The Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023).

Article 4 – Consumer Rights and Refunds

4.1. Where IoT access tokens are sold to UK consumers, the pre-contractual information requirements under the Consumer Contracts Regulations 2013 apply, including the clear disclosure of the loss of cancellation right for immediately-supplied digital content.

Article 5 – Insurance

5.1. UK-based Device Owners providing IoT access that involves home automation or security devices should ensure adequate product liability insurance compliant with the Consumer Protection Act 1987.

Acceptance

This UK Addendum to the Device Owner Service Agreement is accepted as part of the vendor onboarding process.

© [Year] Roraima S.r.l. – All rights reserved.

SWITZERLAND ADDENDUM

The following provisions apply exclusively to Users who reside in Switzerland.

Article 1 – Applicability and Scope

1.1. This Addendum applies to Device Owners whose habitual residence or place of establishment is in Switzerland, and supplements the Device Owner Service Agreement and the Switzerland Addendum to the General Terms.

Article 2 – Tax and Regulatory Compliance (Switzerland-specific)

2.1. Swiss-based Device Owners must comply with Swiss Federal Tax Administration (ESTV/AFC) requirements, including Swiss VAT registration under the MWSTG where applicable (threshold: CHF 100,000 annual turnover from domestic supplies).

2.2. Swiss Device Owners selling IoT access to customers in EU member states must assess their VAT obligations in the destination country (EU OSS/IOSS schemes do not apply to Swiss businesses directly; separate EU VAT registration may be required).

2.3. For physical devices shipped from Switzerland to EU customers, customs and import VAT implications are the responsibility of the Swiss Device Owner unless otherwise arranged.

Article 3 – Warranty

3.1. The warranty provisions applicable to Swiss Device Owners are governed by Articles 197–210 of the Swiss Code of Obligations (OR), rather than Directive (EU) 2019/771.

Article 4 – Product Safety

4.1. References to the EU General Product Safety Regulation (GPSR, Regulation (EU) 2023/988) in the Device Owner Service Agreement do not apply in Switzerland. Swiss product safety is governed by the Federal Act on Product Safety (PrSG / LSPro) and the associated Ordinance (PrSV / OSPro), which are broadly aligned with EU standards but constitute separate legislation.

Acceptance

This Switzerland Addendum to the Device Owner Service Agreement is accepted as part of the vendor onboarding process.

© [Year] Roraima S.r.l. – All rights reserved.