Marketplace Seller Agreement
This Seller Agreement governs your use of the UpliftOS Marketplace to list, publish, and sell apps, agents, and templates ("Listings") to other UpliftOS users. By submitting a Listing, you agree to these terms in addition to our Terms of Service.
1. The Marketplace Relationship
UpliftOS operates the Marketplace as a venue and payment facilitator. You are the seller and provider of your Listings. UpliftOS is not the seller of your Listings and does not assume your obligations to buyers. You set your own price and license terms within the limits of this Agreement.
You may sell as an individual or on behalf of your organization. You represent that you have authority to enter this Agreement for whichever account you sell under.
2. Your Listings — Ownership & Warranties
You warrant that you own or have the rights to everything you list. You represent that your Listing does not infringe any third party's intellectual property, misappropriate trade secrets, violate any law, or contain malicious code.
You grant UpliftOS a license to host, display, demo, distribute, and — where your Listing is configured to clone into a buyer's account — copy your Listing as needed to operate the Marketplace and deliver it to buyers.
You grant each buyer the license you specify in your Listing terms. You may not impose terms that conflict with the buyer protections in our Marketplace Buyer Terms.
3. Pricing, Fees & Payouts
- Platform fee. UpliftOS retains a platform fee on each sale (default 20%, or as shown when you create a Listing). Your net share is paid out to you.
- Payouts via Stripe. Payouts are processed through Stripe Connect. You must create and maintain a connected Stripe account in good standing and complete all identity/KYC verification Stripe requires.
- Usage-priced Listings. Where your Listing charges per use in credits, your revenue accrues per metered use and is reconciled to payouts on our standard schedule.
- Holds. We may delay or withhold payouts pending verification, dispute resolution, suspected fraud, or chargeback risk.
Your use of Stripe is also governed by the Stripe Connected Account Agreement.
4. Taxes
You are responsible for determining, collecting, and remitting any taxes on your sales except where UpliftOS is required to act as a marketplace facilitator. You must provide accurate tax information (e.g., VAT/EIN/GST IDs) and any forms we or Stripe need for tax reporting (such as U.S. Form 1099-K). We may report payout information to tax authorities as required by law.
5. Review, Moderation & Removal
Listings are submitted for review before publication. We may approve, reject, suspend, de-list, or feature any Listing at our discretion, including to address legal risk, security issues, infringement claims, or violations of our policies. Once published, a Listing may be discoverable across the platform and installable by other organizations.
You must keep your Listing functional, accurate, and compliant for as long as it is published and must provide reasonable support to buyers as described in your Listing.
6. Refunds, Chargebacks & Disputes
- Buyers may be entitled to refunds under your stated refund policy and our buyer terms. You authorize us to issue refunds on your behalf in those cases.
- You may be permitted to self-issue refunds below a threshold; larger refunds may require platform approval.
- Chargeback and dispute fees may be deducted from your balance. Where you prevail in a dispute, applicable fees may be waived.
- We may debit your balance or future payouts to recover refunds, chargebacks, fees, or amounts you owe us.
7. Indemnification & Liability
You will defend, indemnify, and hold harmless UpliftOS and its buyers against claims arising from your Listings, including infringement, security, data-protection, and consumer-protection claims. UpliftOS provides the Marketplace "as is" and disclaims liability for losses arising from your Listings to the maximum extent permitted by law.
8. Suspension & Termination
We may suspend or end your selling privileges for violations of this Agreement, legal risk, or repeated buyer complaints. On termination, your Listings are de-listed. Buyers who already purchased may retain the license and access they were granted, unless the Listing must be removed for legal reasons. Earned, undisputed amounts remain payable to you subject to holds and offsets.
Questions about selling on the Marketplace? Contact us:
Marketplace: [email protected]
Legal: [email protected]