Node / Vendor Agreement
Version 1.0 · Last updated June 2026
1. Introduction and Scope
This Node / Vendor Agreement ("Agreement") governs the relationship between Internetivo Ltd ("Internetivo", "we", "us", "our"), an EU-registered company, and any person or entity approved to operate a federated instance of the IVO Platform (a "Node Operator").
By applying to operate a Node, accepting onboarding, or operating a Node, the Node Operator agrees to be bound by this Agreement, by the IVO Terms of Service, the Acceptable Use Policy, the Privacy Policy, the Data Processing Agreement, and all other IVO policies as published at https://internetivo.com/legal and updated from time to time.
This Agreement is a legally binding contract between the Node Operator and Internetivo Ltd. It governs the Platform-to-Node relationship only. It does not govern the relationship between Users and a Node, which is addressed by the User-to-Node Transactional Agreement at https://internetivo.com/legal/user-to-node-agreement.
2. Definitions
| Term | Meaning |
|---|---|
| Platform | The IVO web application, mobile applications, API, SDK, and federated mesh network operated by or under licence from Internetivo Ltd |
| Node | A federated instance of the IVO Platform operated by a Node Operator under licence from Internetivo |
| Node Operator | The independent person or entity approved by Internetivo to operate a Node under this Agreement |
| Node Software | The software, code, configuration, and assets licensed by Internetivo to enable operation of a Node |
| User | Any person or entity with a registered account who uses the Platform or a Node |
| Escrow | The Platform's payment holding mechanism whereby funds are held by Internetivo pending transaction completion |
| Platform Fee | The 10% commission charged by Internetivo on completed transactions, as described in the Terms of Service |
| Commercial Schedule | The payout, revenue-split, and fee terms made available to the Node Operator in the node operator dashboard or as separately agreed in writing |
| IVO Policies | The Terms of Service, Acceptable Use Policy, Privacy Policy, Data Processing Agreement, Refund and Cancellation Policy, and any other policy published by Internetivo |
| Applicable Law | All laws, regulations, and binding orders applicable to the Node Operator's operation of a Node, including GDPR, anti-money-laundering (AML) law, and consumer protection law |
3. Eligibility, Onboarding, and Approval
3.1 Eligibility
To be eligible to operate a Node, the applicant must be at least 18 years of age (or a duly constituted legal entity), have the legal capacity and authority to enter into this Agreement, and not be prohibited from operating a Node under any Applicable Law.
3.2 Onboarding
Internetivo may require the applicant to complete identity verification (KYC), business verification, and any due diligence checks Internetivo considers appropriate before approval and at any time thereafter. The applicant must provide accurate, current, and complete information and maintain its accuracy.
3.3 Approval at Discretion
Approval to operate a Node is granted at Internetivo's sole and absolute discretion. Internetivo may decline any application, impose conditions on approval, or revoke approval, with or without stated reason, subject to Applicable Law. No applicant has a right to be approved, and submission of an application creates no obligation on Internetivo.
4. Independent Contractor Status
The Node Operator is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, franchise, employment, or fiduciary relationship between Internetivo and the Node Operator. The Node Operator is not an agent, partner, representative, or employee of Internetivo, has no authority to bind Internetivo or to make any representation or warranty on Internetivo's behalf, and must not hold itself out as having any such authority. The Node Operator is solely responsible for its own personnel, taxes, insurance, licences, and costs of operation.
5. Operating Standards
The Node Operator must, at all times while operating a Node:
5.1 Lawful Operation
Operate the Node lawfully and in full compliance with all Applicable Law, including GDPR and applicable Cypriot and EU data protection law, anti-money-laundering and counter-terrorist-financing law, sanctions law, consumer protection law, and tax law. The Node Operator is responsible for obtaining and maintaining any licences, registrations, or permissions required for its operation.
5.2 Compliance with IVO Policies
Comply with all IVO Policies and operate the Node consistently with the standards, look, and behaviour of the Platform. The Node Operator must not modify, disable, or circumvent any compliance, escrow, dispute, moderation, or security function of the Node Software.
5.3 Brand and Usage Rules
Use the IVO name, trademarks (including EUIPO registered trademark 019029107), logos, and brand assets only as expressly permitted in writing by Internetivo and only in connection with the authorised operation of the Node. The Node Operator must not register confusingly similar marks or domains, must not disparage Internetivo, and must cease all brand use immediately on termination. All goodwill arising from such use accrues to Internetivo.
5.4 Security Baseline
Maintain a reasonable and industry-standard security posture appropriate to the operation of a Node, including appropriate access controls, encryption in transit and at rest, monitoring, timely application of updates and patches issued by Internetivo, and protection of credentials and User data. The Node Operator must not weaken, bypass, or expose the security of the Node, the Platform, or other Nodes. Internetivo's standards are aligned with ISO 27032 principles; the Node Operator must maintain practices consistent with them.
5.5 Data Protection
Handle all personal data processed in connection with the Node in accordance with GDPR, applicable data protection law, and the IVO Data Processing Agreement at https://internetivo.com/legal/dpa, which the Node Operator accepts and which forms part of this Agreement. The Node Operator must process personal data only as necessary to operate the Node, implement appropriate technical and organisational measures, honour data-subject requests, and notify Internetivo without undue delay of any personal data breach so that Internetivo can meet its own obligations (including any 72-hour notification duty).
6. Node Service Levels and Obligations
This Section sets out commitments owed by the Node Operator to Internetivo. It does not create or imply any commitment by Internetivo to the Node Operator; Internetivo's services are provided on an "as is" and "as available" basis (see Section 11).
6.1 Availability
The Node Operator will use commercially reasonable, best efforts to keep its Node available and operational. Any uptime or availability figure made available to the Node Operator is a target only and not a guarantee or warranty.
6.2 API and Rate-Limit Compliance
The Node Operator must comply with all published API usage requirements, rate limits, and technical specifications, and must not exceed, evade, or place undue load on Platform infrastructure.
6.3 Incident Notification
The Node Operator must notify Internetivo without undue delay of any security incident, suspected fraud, data breach, abuse report, legal order, regulatory contact, or material outage affecting the Node, the Platform, or Users, and must cooperate fully in response and remediation.
6.4 Records and Cooperation
The Node Operator must keep accurate records of its operation and must cooperate promptly with reasonable requests from Internetivo relating to compliance, security, disputes, audits, and Applicable Law.
7. Fees, Revenue, and Settlement
7.1 Platform Fee Model
Internetivo's standard model applies a 10% Platform Fee on completed transactions, as described in the Terms of Service. The Node Operator must not interfere with, alter, or circumvent the calculation, collection, or remittance of the Platform Fee or escrow flows.
7.2 Payout and Revenue Split
The Node Operator's payout structure, revenue split, applicable fees, and settlement timing are as set out in the node operator dashboard and the Commercial Schedule made available to the Node Operator. Those terms govern amounts owed to or by the Node Operator and may be updated by Internetivo on reasonable notice.
7.3 Settlement
Settlement is processed in EUR by default through Internetivo's payment processor (Stripe, Inc.) or as otherwise stated in the Commercial Schedule, subject to identity verification, applicable holds, deductions for amounts owed to Internetivo, and Applicable Law. Funds held in escrow are not bank deposits, are not covered by any deposit protection scheme, and earn no interest.
7.4 Taxes
The Node Operator is solely responsible for determining, collecting, and remitting all taxes arising from its operation of the Node, and for any reporting obligations applicable to it (including, where relevant, DAC7).
8. Indemnification
The Node Operator shall indemnify, defend, and hold harmless Internetivo Ltd, its officers, directors, employees, and affiliates from and against any and all claims, demands, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees and defence costs) arising out of or in connection with:
- the Node Operator's operation of a Node;
- any breach of this Agreement, the IVO Policies, or Applicable Law by the Node Operator or its personnel;
- any unlawful, negligent, fraudulent, or wrongful act or omission by the Node Operator;
- any third-party claim, including claims by Users, regulators, or data subjects, arising from the Node Operator's conduct, content, data handling, or failure to deliver; and
- any data protection breach attributable to the Node Operator.
This indemnity survives termination of this Agreement. Internetivo may, at its option and at the Node Operator's cost, assume the exclusive defence and control of any matter subject to indemnification, and the Node Operator must cooperate fully.
9. Suspension and Termination
9.1 By Internetivo
Internetivo may suspend, limit, or terminate a Node or this Agreement at its sole discretion, with or without notice. Suspension or termination may be immediate where Internetivo reasonably believes there is a breach of this Agreement or the IVO Policies, fraud, money laundering, a security or reputational risk, harm to Users or third parties, or where required by Applicable Law, a court order, or a regulatory authority.
9.2 By the Node Operator
The Node Operator may terminate this Agreement on the notice period stated in the Commercial Schedule, provided it first resolves all active transactions, settlements, and disputes.
9.3 Effect of Termination
On termination, the Node Operator's licence to operate the Node and to use the Node Software and IVO brand assets ceases immediately. The Node Operator must cease operating the Node, cease all brand use, and return or securely destroy Internetivo confidential materials. Amounts properly owed are settled in accordance with the Commercial Schedule, less amounts owed to Internetivo and subject to any holds, outstanding disputes, or Applicable Law.
9.4 Data Handling on Exit
On termination, the Node Operator must handle all personal and Platform data in accordance with the Data Processing Agreement and Applicable Law, including secure return, transfer, or deletion of data as instructed by Internetivo, and must not retain, use, or disclose such data except as legally required. The Node Operator must certify completion on request.
9.5 Survival
Sections concerning definitions, independent contractor status, data protection, indemnification, effect of termination, data handling on exit, limitation of liability, confidentiality, intellectual property, audit and cooperation, and governing law survive termination.
10. Intellectual Property and Licence to Operate
10.1 Ownership
All Node Software, Platform software, trademarks, logos, designs, and documentation are owned by or licensed to Internetivo Ltd. No rights are granted to the Node Operator except as expressly stated in this Agreement.
10.2 Licence
Subject to continuous compliance with this Agreement, Internetivo grants the Node Operator a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to operate the Node Software solely to run an approved Node during the term. The Node Operator must not copy, modify, distribute, sell, sublicense, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or internal workings of the Node Software or Platform, except to the extent such restriction is prohibited by Applicable Law.
10.3 Feedback
Any feedback or suggestions the Node Operator provides about the Platform may be used by Internetivo freely and without obligation or compensation.
11. Warranties, Limitation of Liability, and Confidentiality
11.1 No Warranty
The Platform, Node Software, API, and all related services are provided "as is" and "as available". Internetivo makes no warranty, express or implied, that they will be uninterrupted, error-free, secure, or fit for the Node Operator's particular purpose, and disclaims all implied warranties to the maximum extent permitted by Applicable Law.
11.2 Limitation of Liability
To the maximum extent permitted by Applicable Law, Internetivo's total aggregate liability to the Node Operator for any and all claims arising out of or in connection with this Agreement shall not exceed the greater of the total fees paid by the Node Operator to Internetivo in the 12 months preceding the claim, or EUR 500. Internetivo shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including loss of profit, loss of data, or loss of goodwill. Internetivo is not liable for the acts or omissions of Users, other Nodes, or third-party service providers.
11.3 Confidentiality
The Node Operator must keep confidential all non-public information disclosed by Internetivo, including commercial terms, technical information, and security information, and must use it only to operate the Node. This obligation survives termination.
12. Audit and Cooperation Rights
Internetivo may, on reasonable notice (or immediately where Internetivo reasonably suspects a breach, fraud, security incident, or legal violation), audit, inspect, or request records and information relating to the Node Operator's compliance with this Agreement, the IVO Policies, and Applicable Law, including data protection compliance. The Node Operator must cooperate fully and provide reasonable access and assistance. Audits will be conducted so as to minimise disruption and to protect the confidentiality and security of all parties.
13. General
13.1 Changes
Internetivo may update this Agreement from time to time. We will provide notice of material changes at least 30 days before they take effect. Continued operation of a Node after the effective date constitutes acceptance.
13.2 Assignment
Internetivo may assign this Agreement, in whole or in part, to any affiliate or successor. The Node Operator may not assign or transfer this Agreement or any rights under it without Internetivo's prior written consent.
13.3 Force Majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control.
13.4 Severability, No Waiver, Entire Agreement
If any provision is held unenforceable, the remainder continues in effect. No failure to enforce any right is a waiver of it. This Agreement, together with the IVO Policies it incorporates, constitutes the entire agreement between the parties regarding the operation of a Node and supersedes all prior understandings.
13.5 Governing Law and Disputes
This Agreement is governed by the laws of the Republic of Cyprus and EU law where applicable. Subject to the arbitration provisions of the Terms of Service, the parties submit to the exclusive jurisdiction of the courts of Cyprus. Disputes are resolved consistently with the dispute and arbitration provisions of the Terms of Service at https://internetivo.com/legal/terms-of-service.
Experimental Features, Assumption of Risk, and Waiver
The Platform and its features are provided on an "as is" and "as available" basis and may include experimental, beta, preview, or in-development features that may be incomplete, may change or be withdrawn at any time, may not work as intended, and may produce errors. You use the Platform and any such feature at your own risk, and you are responsible for keeping your own backups of important data and files. Full detail is in the Experimental Features and Beta Disclaimer.
To the maximum extent permitted by applicable law, Internetivo gives no warranty of any kind and has no liability for, and you release Internetivo from and waive any claim arising from, software bugs or defects, errors, downtime or unavailability, loss of or damage to data or files, failed or delayed transactions, or any other technical issue, including any direct, indirect, or consequential loss. You agree to report any bug, defect, or issue, and any feedback, by opening a support ticket; doing so does not entitle you to any payment, credit, refund, or compensation.
To the maximum extent permitted by applicable law, you are not entitled to and waive any claim for reimbursement, compensation, refund of fees, damages, returns, or other monetary relief from Internetivo arising from these matters. This does not apply to your Credit balance, any Payouts owed to you, or amounts held in escrow for your tasks, which are handled under the Terms of Service and the Refund and Cancellation Policy. Nothing in this section excludes any liability that cannot be excluded under applicable law (including for death or personal injury caused by negligence, fraud, or gross negligence) or your mandatory rights as a consumer or data subject.
14. Contact
Internetivo Ltd Legal: a legal ticket Privacy / Data Protection: a privacy and data ticket Security / Disclosure: a security ticket Abuse / Notice-and-Action: an abuse ticket Website: https://internetivo.com/legal
This Agreement is governed by the laws of the Republic of Cyprus and EU law where applicable.