Bothy Operator Agreement

1. Who This Agreement Is Between

This Bothy Operator Agreement ("Agreement") is between Skye Meta Corp ("Skye Meta," "we," "us") and you, the person setting up and administering a community on Bothy (the "Operator," "you"). If you are acting for an organization, company, club, DAO, or other group (the "Organization"), you enter into this Agreement both on your own behalf and on behalf of that Organization, and "you" includes the Organization.

You accept this Agreement when you check the acceptance box and create a membership pass in the Bothy dashboard. If you do not agree, do not create a pass.

2. Definitions

• Community: the profile you create in Bothy (name, organizer, logo, location, and optional website/domain) and the group of people it represents.
• Membership Pass: the non-transferable ("soulbound") token you mint to a Member's own wallet on a public blockchain to represent membership in your Community.
• Member: a person you invite to claim a Membership Pass.
• Recognition: the yes/no signal, plus any benefit you configure (such as a discount or access), that Skye Meta's tools return when a Membership Pass is present.

3. Your Authority and Representations

By creating a Community and minting a Membership Pass, you represent and warrant, each time you do so, that:

• Authority. You are authorized to set up and operate this Community and to act for the Organization it represents. If the Organization is a legal entity, you have the authority to bind it to this Agreement.
• Name and logo. You own, or are licensed and permitted to use, the Community name, logo, and any other brand elements you upload, and your use of them does not infringe or misappropriate any third party's trademark, copyright, name, likeness, or other rights.
• Domain. Any website or domain you associate with the Community is one you own or are authorized to represent. You will not claim, verify, or assert control over a domain you do not control.
• Accuracy. The information you provide about the Community is accurate and not misleading, and you are not impersonating another organization, person, or community.
• Lawful purpose. You are operating the Community for a lawful purpose and your use of Bothy complies with all laws that apply to you and your Members.

4. The Pass Is Permanent and Public

A Membership Pass is minted on a public blockchain. You understand and accept that:

• The Community name and logo are written on-chain and into the pass and cannot be changed after minting. Confirm they are correct before you create the pass.
• The pass and the fact that it was minted are public and permanent on the blockchain. Minting cannot be undone.
• A pass is soulbound: it stays in the Member's wallet and cannot be transferred or sold.
• Removing a Member revokes (burns) that Member's pass. Cancelling your Skye license stops Recognition across the tools and leaves existing passes dormant in Members' wallets; it does not burn them.

5. Members and Their Data

When you invite Members, you decide who is invited and why. With respect to the personal information of your Members (such as the email addresses you enter to send invitations), you are the controller and Skye Meta is the processor: we process that information on your behalf and on your instructions, solely to operate Bothy for you (for example, to send a claim invitation and record that a seat was claimed).

You represent and warrant that you have a lawful basis to provide each Member's information to us and to invite them, and that you have given your Members any notices and obtained any consents required by law. You will not upload the personal information of anyone you are not entitled to invite.

Members must be 18 or older. You agree that you will not invite anyone under 18 years old, and will not issue a Membership Pass to anyone under 18. If your Community includes young people, such as a youth sports club, invite a parent or guardian instead of the child.

Skye Meta will not sell Member information and will use it only to provide the service, as described in our Privacy Policy. When a pass is recognized in person or through the browser extension, the recognizing community or merchant receives only a yes/no result and any benefit you configured, never the Member's wallet address or wallet balances. A website that runs SkyeGate or SkyeWoo receives the public address of the wallet the Member chooses to share, so it can run the check, and never the Member's balances. You are responsible for your own handling of any Member information you collect or see outside of Bothy, and for your own privacy practices toward your Members.

6. Acceptable Use

You agree that you will not, and will not allow anyone acting for your Community to:

• Impersonate, or create a Community for, an organization or person you are not authorized to represent;
• Use a name, logo, or brand you do not have the right to use;
• Claim or assert control over a domain you do not control;
• Mint a Membership Pass to a wallet, or invite a Member, in order to facilitate fraud, money laundering, or any unlawful activity, or in violation of applicable sanctions or export controls;
• Use Bothy to harass, deceive, or harm your Members or any third party;
• Misrepresent what a Membership Pass is, including representing it as an investment, a security, or a right to a financial return. A Membership Pass conveys Recognition and any benefits you choose to offer. It is not equity, it is not a financial instrument, and it carries no profit, yield, or redemption right.

7. Recognition Is Provided "As Is"

Recognition depends on on-chain state and on the correct configuration of your tools. Skye Meta does not guarantee that a given pass will be recognized in any particular place at any particular time, and is not responsible for benefits granted or denied because of blockchain state, configuration choices you make, or third-party services. You are responsible for the benefits, prices, and access you choose to offer to recognized Members.

While a discount, member price or access rule is set or published in Bothy, you will give it to the Members and customers it recognizes, and you will apply it in your own sales in line with the consumer protection, pricing, advertising and tax laws that apply to you. You keep your recognition settings, scanner access and counter stickers accurate and up to date.

8. Fees

Bothy is provided under a Skye license. Pricing, seats, billing, and cancellation are described in our Terms of Service. Members are never charged to claim or hold a Membership Pass.

9. Indemnification

You agree to indemnify, defend, and hold harmless Skye Meta Corp and its affiliates, and The Insumer Model LLC, from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of this Agreement or any representation in it; (b) the Community name, logo, or brand you use; (c) any claim that you lacked authority to operate the Community or to act for the Organization; (d) your invitation to, or handling of, any Member or their information; or (e) your violation of any law or third-party right.

10. Suspension and Termination

We may suspend or terminate your access to Bothy, and may decline or remove Recognition of a Community, if you breach this Agreement, if we receive a credible complaint of impersonation or infringement, or if we reasonably determine your use is harmful or unlawful. Sections that by their nature should survive termination (including representations, indemnification, and limitation of liability) survive.

11. Disclaimers and Limitation of Liability

Bothy is provided "as is" and "as available," without warranties of any kind, to the maximum extent permitted by law. The disclaimers and the limitation of liability in our Terms of Service apply to this Agreement and to your use of Bothy, including the cap on our total liability.

12. Relationship to the Terms of Service

This Agreement supplements our Terms of Service and Privacy Policy, which are incorporated by reference. On matters specific to operating a Bothy community, this Agreement controls if there is a conflict; on all other matters, the Terms of Service control.

13. Changes

We may update this Agreement from time to time. Material changes will be communicated by email or through the dashboard. Continuing to operate a Community or mint passes after changes take effect constitutes acceptance of the updated Agreement.

14. Governing Law

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Any disputes will be resolved in the courts of Delaware.

15. Contact

Questions about this Agreement? Contact us at support@skyemeta.com.