These Cooperation Terms apply where Skylory Corp, 400 S. 4th Street, 3rd Floor, Las Vegas, Nevada NV 89101 (“Skylory”, “Company”, “we”, “us” or “our”) enters into an agreement with any contractor, consultant, vendor, supplier, agency, service provider or other external business counterparty for the provision of services (the “Contractor”).

These Terms form an integral part of the relevant agreement with the Contractor. If the signed agreement contains a more specific or stricter provision, the signed agreement prevails for that matter.

1. Engagement Framework

The Contractor acts as an independent provider. Unless the signed agreement expressly states otherwise, the relationship does not create employment, agency, partnership, fiduciary, franchise or joint venture relations.

The Contractor must perform services lawfully, carefully and professionally, using suitable personnel, tools and controls. The Contractor is responsible for its permits, registrations, licenses, taxes, insurance, personnel, subcontractors, tools and business expenses.

The Contractor must follow agreed instructions, meet deliverable requirements, provide accurate information, maintain appropriate records and promptly raise issues that may affect performance.

Skylory may update these Terms where necessary. If a Contractor does not accept an update that materially affects the cooperation, the Contractor may terminate the relevant agreement in accordance with its termination provisions.

2. Confidential Information

During the engagement, the Contractor may receive, access, create or handle non-public information relating to Skylory, its clients, partners or business operations.

Confidential Information includes, without limitation:

• financial information, pricing, commercial terms and agreement details;
• KYC files, documentation packages, onboarding materials and risk assessment materials;
• marketing strategy, market-positioning materials, campaign insights and business plans;
• regulatory and compliance management materials;
• internal processes, systems, reports, monitoring materials and service documentation;
• personal data, correspondence, submissions and supporting evidence;
• client, platform, bank, vendor and partner information;
• intellectual property, know-how, templates, analyses and work product.

Information does not need to be marked confidential to be protected where its confidential nature is reasonably apparent.

3. Confidentiality, Security and Data Handling

The Contractor must use Confidential Information only to perform the relevant agreement and must not disclose it unless Skylory has approved the disclosure in writing, disclosure is required by law, or disclosure is necessary for performance and the recipient is bound by confidentiality obligations at least as protective as these Terms.

Where legally required disclosure is requested, the Contractor must, where permitted, notify Skylory in advance and cooperate to limit unnecessary disclosure.

The Contractor is responsible for breaches by its personnel, subcontractors, assistants, agents and representatives.

The Contractor must maintain commercially reasonable administrative, technical and organizational safeguards to protect Company information against unauthorized access, disclosure, loss, misuse, alteration or destruction. Any suspected or confirmed confidentiality, security or personal data incident involving Company information must be reported promptly.

If the Contractor processes personal data in connection with the agreement, the Contractor must comply with applicable data protection laws and Skylory’s instructions. Personal data may be processed only for authorized purposes, with restricted access and appropriate safeguards.

Skylory may process Contractor personal data for agreement administration, payment, tax, compliance, security, legal and legitimate business purposes.

4. Work Product and Intellectual Property

All materials, deliverables and work results created, developed, adapted, prepared or supplied for Skylory belong to Skylory.

This includes reports, analyses, recommendations, presentations, documentation sets, KYC materials, compliance materials, market-positioning materials, marketing strategy materials, monitoring materials, workflows, templates, content, designs, technical documentation, inventions, improvements and other work results.

The Contractor assigns to Skylory all rights, title and interest in those work results, including intellectual property rights, worldwide and for the full period of protection.

The Contractor must sign documents and provide reasonable assistance necessary to confirm, register, protect or enforce those rights. Unless agreed otherwise in writing, the Contractor’s fees include compensation for the assignment.

The Contractor must not use Skylory’s name, logo, brand, relationship, client references, materials or work product in websites, advertising, portfolios, social media, press releases, case studies or public statements without prior written approval.

5. Restricted Conduct and Conflicts

The Contractor must disclose any actual, potential or perceived conflict of interest connected with the services, including any investment, executive position or business relationship involving a competitor or potential competitor.

During the engagement and for two years after it ends, the Contractor must not use Company information to:

• divert business opportunities away from Skylory;
• solicit Skylory’s clients, partners, employees or contractors;
• support a competing engagement in a conflicting manner.

If Skylory terminates the agreement without cause, any non-compete restriction is reduced to one year unless applicable law requires a shorter period.

6. Compliance Requirements

The Contractor must not offer, promise, authorize, give, request or accept bribes, kickbacks or improper advantages. Gifts, meals, travel, entertainment or hospitality must be lawful, modest, transparent and not intended to influence a business decision.

The Contractor must comply with applicable sanctions, export control, anti-boycott and trade laws. The Contractor must not provide services to Skylory from, through or for the benefit of restricted territories or sanctioned persons where prohibited by law. Restricted territories include Crimea/Sevastopol and other occupied territories of Ukraine, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria and any other territories subject to relevant sanctions imposed by the United States, European Union, United Nations or other applicable authorities.

The Contractor confirms that it and its relevant owners, directors, officers, personnel and subcontractors are not subject to sanctions that would prohibit cooperation with Skylory.

The Contractor must take reasonable measures to prevent money laundering, terrorist financing, fraud, tax evasion and other financial crime. Where relevant, the Contractor must maintain accurate records, avoid forged or misleading documentation, screen counterparties where appropriate, avoid prohibited activities and escalate suspicious payment structures or unusual counterparties.

7. Breach, Termination and Legal Terms

A party that breaches these Terms or the relevant agreement must compensate the other party for losses, liabilities, damages and reasonable legal costs caused by the breach, subject to the agreement and applicable law.

Upon request or at the end of the engagement, the Contractor must return, delete or securely destroy Company information, materials and property unless retention is required by law. Confidentiality, non-use, security, intellectual property, restricted conduct, personal data, liability, governing law and dispute provisions survive termination.

The Contractor may not assign the agreement without Skylory’s prior written consent. Skylory may assign its rights and obligations upon written notice. If any provision is invalid or unenforceable, the remaining provisions remain in force.

These Terms are governed by the laws of England and Wales. Any dispute arising out of or relating to these Terms or the relevant agreement shall be resolved by the London Court of International Arbitration.