TERMS — DRAFT

Terms 2026-08-v1 — English working draft for a B2B-only WAKE402 launch model. This draft is not yet effective; Terms acceptance before payment is not yet technically implemented.

1. Scope and exclusive business use

These Terms govern the business use of WAKE402, a scheduling and HTTPS callback infrastructure service operated by [PENDING OPERATOR / LEGAL CONFIRMATION] (“WAKE402”, “we”, “us”). WAKE402 is intended solely for customers acting for business or professional purposes. Consumers are not eligible to purchase or use the service. By submitting a paid request, the customer confirms that it acts as a business, uses the service within its business or professional activity, and that the person, software, wallet, or agent submitting the request is authorized to bind the customer.

2. Service description

For each successfully purchased Wake, WAKE402 provides scheduling infrastructure for exactly one future HTTPS callback. The callback is a fixed POST generated by WAKE402. WAKE402 does not operate, control, monitor, or direct the customer’s autonomous agents, wallets, applications, or downstream systems. A Wake is solely a notification/scheduling event and is not authorization or an instruction for a downstream action.

3. Contract formation

Before payment, WAKE402 makes these Terms, the current Terms version, price, payment network, delivery semantics, and material service limitations available electronically. The customer must provide the required business confirmation and accept the stated Terms version before submitting the paid request. A contract for one Wake is formed when WAKE402 accepts a valid paid request and electronically confirms the service state, subject to the payment and recovery rules below.

Draft note: The exact point of contract formation must be legally confirmed and aligned exactly with the finally implemented x402/payment/scheduling state machine. Business verification and Terms acceptance are not currently implemented.

4. Price and payment

The price for exactly one Wake is 0.002 USDC on Base Mainnet, the payment network intended for the production service. One payment purchases one Wake. There are no subscriptions and no stored service credits. Blockchain transactions may be irreversible. The customer bears any fees or costs charged by its wallet, the network, or third parties. WAKE402 does not require or take custody of the customer’s private key.

5. Timing and delivery semantics

WAKE402 schedules a callback for or shortly after the requested time. WAKE402 does not guarantee execution at an exact second or within a particular latency. Delivery is at-least-once. A callback may arrive late, fail, or be delivered more than once. The customer must use the Wake ID / Idempotency-Key to make its processing idempotent and safe.

6. Customer responsibility for downstream systems

The customer is solely responsible for the configuration, permissions, actions, and consequences of its agents and downstream systems. WAKE402 does not authorize, approve, or assume responsibility for any transaction, purchase, sale, transfer, smart-contract call, API call, physical action, or other activity performed by the customer’s systems after a callback. The customer must implement independent authorization, security, and risk controls appropriate to its use case.

7. Prohibited high-risk reliance

The customer must not use WAKE402 as the sole control, authorization, emergency function, or safety function for medical, life-critical, emergency, industrial, transport, weapons, critical-infrastructure, or other high-risk systems where delayed, failed, or duplicate delivery could reasonably cause death, personal injury, or material physical or financial harm. WAKE402 must not be the sole trigger for irreversible high-value transactions or other high-risk actions.

8. Authorization for the callback endpoint

The customer represents that it is authorized to have WAKE402 send callbacks to every submitted callback endpoint. It must not submit endpoints it does not own or is not permitted to use. Callback URLs must not contain passwords, authentication tokens, secrets, or unnecessary personal data.

9. Third-party infrastructure

The service depends on third-party infrastructure, including cloud infrastructure, internet connectivity, blockchain networks, RPC providers, and payment/facilitation services. WAKE402 does not control those third parties and does not guarantee uninterrupted operation of their infrastructure. Mandatory statutory liability is not excluded by this provision.

10. Payment/scheduling errors and recovery

If payment status is indeterminate, WAKE402 may require the same request and authorization to be resubmitted while available settlement evidence is reconciled. If a payment is provably settled but the Wake cannot initially be scheduled, WAKE402 may attempt recovery and renewed performance. WAKE402 will not intentionally represent a Wake as scheduled until the required durable service state has been established.

11. Availability and changes

Unless WAKE402 expressly enters into a separate written service-level agreement, there is no availability or latency SLA. Maintenance, provider outages, protocol changes, security incidents, or force majeure may affect availability. Historical delivery statistics do not guarantee future performance.

12. Customer security duties

The customer must protect wallets, signing keys, systems, and callback endpoints; inspect WAKE402 payment requirements before signing; handle duplicate callbacks idempotently; and maintain independent safeguards appropriate to its agents’ permissions. If the customer becomes aware of a material security issue connected with the service, it must stop using the service immediately and inform WAKE402. Public security contact details are not yet final: [PENDING OPERATOR / LEGAL CONFIRMATION].

13. Acceptable Use Policy

The customer must comply with the currently published WAKE402 Acceptable Use Policy at /acceptable-use. A material breach may result in rejection or restriction of further requests to the extent technically and legally permitted.

14. Intellectual property

WAKE402 and its documentation may be protected by intellectual-property rights. These Terms grant only the limited right to use the service as offered. The customer retains its rights in its own systems and data. No trademark or branding rights are granted except where expressly permitted.

15. Privacy

The processing of personal data is described in the WAKE402 privacy notice at /privacy. The customer must not submit personal data unnecessary for the service and must have an appropriate legal basis for personal data submitted in callback endpoints or otherwise provided to WAKE402.

16. Liability

To the extent permitted by applicable law, WAKE402 is not liable for damage caused by slight negligence. Liability for intentional conduct, personal injury, and any other liability that cannot lawfully be excluded or limited remains unaffected. To the extent permitted by law, WAKE402 is not liable for indirect or consequential loss, lost profits, lost revenue, lost opportunities, trading losses, or damage arising from decisions or actions of the customer’s agents or downstream systems.

Draft note: Austrian B2B liability exclusions and caps depend on the individual circumstances. This clause must not be expanded without legal review.

17. Liability cap

Where liability may lawfully be limited but not excluded, WAKE402’s aggregate liability arising out of or in connection with the service must not exceed the liability cap still to be determined: [PENDING OPERATOR / LEGAL CONFIRMATION].

Draft note: Determine the liability cap only after the legal form and insurance coverage have been decided.

18. Indemnification

To the extent permitted by law, the customer indemnifies WAKE402 against third-party claims, losses, and reasonable costs arising from the customer’s unlawful use of the service, lack of authority for a callback endpoint, breach of the Acceptable Use Policy, or actions of its agents/downstream systems. This clause does not require indemnification for WAKE402 conduct where liability cannot lawfully be shifted to the customer.

19. Suspension and rejection

WAKE402 may reject requests or restrict further use where reasonably necessary to protect security, comply with law, prevent abuse, observe provider restrictions, or enforce B2B/AUP requirements. Such action does not change the status of a payment already proven settled; recovery obligations remain subject to the service design and applicable law.

20. Changes to the Terms

Changes to these Terms apply only to future Wakes unless the customer expressly agrees otherwise. Each finally published Terms version should have an effective date, an immutable URL, and a cryptographic digest. The version accepted for a Wake remains contractual evidence for that transaction.

For this working draft, expressly: effective_at = null, sha256 = null. No final Terms hash is represented.

21. Governing law and jurisdiction

These Terms are governed by Austrian law, excluding its conflict-of-law rules. To the extent legally permitted for B2B contracts, the courts with subject-matter jurisdiction at [PENDING OPERATOR / LEGAL CONFIRMATION] have exclusive jurisdiction. Legal form, location, and target markets must be legally confirmed before finalization.

22. Contact

Legal and contractual notices: [PENDING OPERATOR / LEGAL CONFIRMATION]. Operator identity and mandatory details are visible in the imprint working template, but have not yet been finally completed.