Marketplace Terms

Marketplace Terms

Caution

This document is a policy draft prepared for legal review. It must be reviewed and approved by qualified legal counsel before publication or enforcement.

Effective Date: [EFFECTIVE_DATE]

Last Updated: [LAST_UPDATED_DATE]

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1. Scope and Applicability

These Marketplace Terms (“Terms”) govern all transactions conducted through the Honeycomb marketplace (“Marketplace”), operated by Mindhyv (“Company,” “we,” “us,” or “our”). These Terms apply to all Users who buy, sell, list, or otherwise participate in Marketplace transactions, including but not limited to:

(a) The sale and purchase of digital products, including but not limited to templates, digital downloads, software tools, media assets, and other digital goods;

(b) The sale and purchase of online courses, educational content, and instructional materials;

(c) The sale and purchase of event tickets, including virtual and in-person events;

(d) Bundled offerings that combine any of the foregoing categories; and

(e) Any other goods, services, or content offered through the Marketplace.

These Terms supplement and are incorporated into the Platform’s Terms of Service. In the event of a conflict between these Terms and the Terms of Service, these Terms shall control with respect to Marketplace transactions. All capitalized terms not defined herein shall have the meanings assigned to them in the Terms of Service.

By listing items for sale or purchasing items through the Marketplace, you acknowledge that you have read, understood, and agree to be bound by these Terms.

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2. Platform Role

2.1 Marketplace Facilitator

The Company operates the Marketplace as a venue and technology platform that enables sellers (“Sellers”) to list, market, and sell products, courses, events, and other items to buyers (“Buyers”). The Company is a marketplace facilitator and not a merchant of record, retailer, reseller, or party to the transaction between Seller and Buyer.

2.2 No Agency or Partnership

The Company does not act as an agent, broker, or representative of any Seller or Buyer. No agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by these Terms or by any Marketplace transaction. The Company does not endorse, warrant, or guarantee any Seller, Buyer, product, course, event, or listing on the Marketplace.

2.3 Independent Transactions

Each Marketplace transaction constitutes a direct, independent legal agreement between the Seller and the Buyer. The Seller is the offeror and the Buyer is the offeree (or vice versa, as applicable). The Company facilitates the transaction by providing the Marketplace platform, payment processing infrastructure (via Stripe Connect), and related tools, but the Company is not a party to the contract of sale between Seller and Buyer.

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3. Seller Obligations

3.1 Accurate Listings

Sellers shall ensure that all product, course, and event listings are accurate, complete, truthful, and not misleading. Listings must include:

(a) A clear and accurate title and description of the item offered;

(b) All material terms and conditions of the sale, including any limitations, restrictions, prerequisites, or system requirements;

(c) Accurate pricing in the applicable currency;

(d) Accurate representations of the product or content, including any sample previews, screenshots, or demonstrations;

(e) Clear disclosure of the format, delivery method, and any access limitations for digital products;

(f) For courses, the curriculum, expected outcomes, and any prerequisites;

(g) For events, the date, time, location (or virtual access details), and any capacity limitations; and

(h) Any applicable refund or cancellation policies offered by the Seller, consistent with Section 9 of these Terms.

3.2 Legal Products and Compliance

Sellers represent and warrant that all items offered through the Marketplace:

(a) Comply with all applicable local, state, national, and international laws, regulations, and ordinances;

(b) Do not infringe any third party’s intellectual property rights, rights of privacy, rights of publicity, or any other proprietary rights;

(c) Do not violate the Platform’s Intellectual Property Policy, Community Guidelines, or any other applicable Platform policies;

(d) Are not prohibited items as defined in Section 8 of these Terms; and

(e) Are suitable for Users aged eighteen (18) years and older, consistent with the Platform’s age requirement.

3.3 Fulfillment

Sellers are solely responsible for the timely and complete fulfillment of all Marketplace transactions, including:

(a) Delivery of digital products to Buyers promptly following purchase;

(b) Providing access to course materials as described in the listing;

(c) Honoring event tickets and providing access to events as described;

(d) Responding to Buyer inquiries regarding purchased items within a reasonable timeframe, not to exceed five (5) business days; and

(e) Providing any promised post-sale support or updates.

3.4 Tax Compliance

Sellers are solely responsible for determining, collecting, reporting, and remitting all applicable taxes, duties, levies, and fees arising from their Marketplace transactions, including but not limited to income tax, sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and any other taxes imposed by applicable taxing authorities, except to the extent that the Company is required by law to collect and remit such taxes as a marketplace facilitator.

The Company may, where required by applicable law, collect and remit taxes on behalf of Sellers in certain jurisdictions. In such cases, the Company will provide Sellers with reasonable notice and documentation of taxes collected and remitted. Sellers remain responsible for all tax obligations not expressly assumed by the Company.

Sellers acknowledge that they are responsible for issuing any required tax documentation (e.g., invoices, receipts) to Buyers and for maintaining complete and accurate records of all transactions for tax purposes.

3.5 Stripe Connect Requirement

All Sellers must maintain an active, verified Stripe Connect account in good standing as a condition of selling on the Marketplace. Sellers agree to comply with all applicable Stripe terms of service, acceptable use policies, and related agreements. Failure to maintain a valid Stripe Connect account will result in the suspension or termination of the Seller’s ability to list and sell items on the Marketplace.

3.6 Content Standards

All Marketplace listings and associated content must comply with the Platform’s Community Guidelines and content standards. Sellers shall not include in listings or associated materials any content that is:

(a) False, misleading, or deceptive;

(b) Defamatory, libelous, or slanderous;

(c) Hateful, discriminatory, or promoting violence against any individual or group;

(d) Obscene, pornographic, or sexually explicit, except as permitted under applicable Platform policies governing adult content;

(e) Infringing of any third-party intellectual property rights; or

(f) Otherwise in violation of applicable law or Platform policies.

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4. Buyer Protections

4.1 Product-as-Described Guarantee

Buyers are entitled to receive products, courses, and event access that are substantially as described in the Seller’s listing. If a Buyer receives an item that is materially different from the listing description, the Buyer may initiate a dispute in accordance with Section 9 of these Terms.

4.2 Dispute Process

Buyers who believe they have not received the item as described, who have not received the item at all, or who have experienced other issues with a Marketplace transaction may:

(a) First, contact the Seller directly through the Platform’s messaging system to attempt to resolve the issue;

(b) If the Seller does not respond within five (5) business days or if the parties are unable to reach a resolution, the Buyer may escalate the dispute to the Company by submitting a formal dispute through the Platform’s dispute resolution system;

(c) Provide all relevant documentation, including the original listing, proof of purchase, communications with the Seller, and a description of the issue; and

(d) Cooperate with the Company’s review process, including providing additional information as reasonably requested.

4.3 Buyer Acknowledgments

Buyers acknowledge and agree that:

(a) The Company does not review, verify, endorse, or guarantee any Seller or listing on the Marketplace;

(b) Digital products, courses, and event experiences may vary in quality and may not meet the Buyer’s subjective expectations;

(c) The Company’s ability to resolve disputes is limited to the tools and mechanisms described in these Terms; and

(d) The Buyer’s primary recourse in a Marketplace dispute is against the Seller, not the Company.

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5. Payment Processing

5.1 Stripe Connect

All Marketplace payments are processed through Stripe Connect. When a Buyer purchases an item from a Seller, the payment flows from the Buyer to the Seller through Stripe Connect, with the Company collecting applicable fees as described herein. The Company does not directly handle, store, or process Buyer payment credentials.

5.2 Platform Fee

The Company charges a platform fee of [PLATFORM_FEE_PERCENT]% of the gross transaction amount for each Marketplace sale (“Platform Fee”). The Platform Fee is deducted from the gross transaction amount before disbursement to the Seller. The Platform Fee is non-refundable, except in cases where the Company determines, in its sole discretion, that a refund of the Platform Fee is warranted.

5.3 Payout Timing

Seller payouts are processed through Stripe Connect according to the following schedule:

(a) Standard payouts: Funds are disbursed to the Seller’s connected bank account within [STANDARD_PAYOUT_DAYS] business days following the completion of the transaction, subject to any applicable hold periods;

(b) New Seller hold period: For Sellers who have been active on the Marketplace for fewer than [NEW_SELLER_HOLD_DAYS] days, payouts may be subject to an extended hold period of up to [NEW_SELLER_EXTENDED_HOLD_DAYS] business days to mitigate fraud risk;

(c) Dispute holds: If a Buyer initiates a dispute or chargeback, the Company may place a hold on the corresponding payout amount until the dispute is resolved; and

(d) Payout timing is subject to Stripe’s processing schedules and any delays imposed by the Seller’s financial institution.

5.4 Currency

All Marketplace transactions are denominated in [DEFAULT_CURRENCY]. The Company may support additional currencies at its discretion. Currency conversion, where applicable, is handled by Stripe in accordance with Stripe’s exchange rates and fees. The Company is not responsible for exchange rate fluctuations or currency conversion fees imposed by Stripe or the Seller’s or Buyer’s financial institution.

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6. Fees Table

The following fees apply to Marketplace transactions:

Fee Type	Amount	Description
Platform Commission	[PLATFORM_FEE_PERCENT]%	Percentage of gross transaction amount charged to Sellers on each sale. Deducted before payout.
Stripe Processing Fee	[STRIPE_PROCESSING_FEE]	Standard Stripe payment processing fee (e.g., 2.9% + $0.30 per transaction for US cards). Varies by payment method and geography. See Stripe’s published pricing.
Payout Fee	[PAYOUT_FEE]	Per-payout fee charged by Stripe for disbursements to Seller bank accounts, if applicable.
Currency Conversion Fee	[CURRENCY_CONVERSION_FEE]	Fee applied by Stripe for transactions requiring currency conversion.
Chargeback Fee	[CHARGEBACK_FEE]	Fee assessed per chargeback, passed through from Stripe. Charged to the Seller.

Payout Schedule:

Seller Tier	Payout Frequency	Hold Period
Established Sellers	[ESTABLISHED_PAYOUT_FREQUENCY]	[STANDARD_PAYOUT_DAYS] business days
New Sellers (first [NEW_SELLER_HOLD_DAYS] days)	[NEW_SELLER_PAYOUT_FREQUENCY]	Up to [NEW_SELLER_EXTENDED_HOLD_DAYS] business days

The Company reserves the right to modify the fee structure upon thirty (30) days’ prior written notice to Sellers. Continued use of the Marketplace following the effective date of a fee change constitutes acceptance of the updated fees.

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7. Prohibited Items

The following items are strictly prohibited from being listed, sold, or distributed through the Marketplace. This list is non-exhaustive, and the Company reserves the right to remove any listing that it determines, in its sole discretion, to be inappropriate or in violation of these Terms:

7.1 Counterfeit and Infringing Goods

(a) Counterfeit goods, including unauthorized copies, replicas, or imitations of branded products;

(b) Pirated digital content, including unauthorized copies of software, music, films, books, or other copyrighted works;

(c) Products that infringe any third-party intellectual property rights, including copyrights, trademarks, patents, and trade secrets; and

(d) Content created using AI tools that knowingly or negligently reproduces third-party copyrighted or trademarked material.

7.2 Illegal and Regulated Items

(a) Any item whose sale, distribution, or possession is prohibited by applicable local, state, national, or international law;

(b) Controlled substances, illegal drugs, and drug paraphernalia;

(c) Pharmaceutical products, prescription medications, and unapproved medical devices;

(d) Weapons, firearms, ammunition, explosives, and weapon accessories, including digital blueprints or instructions for manufacturing weapons;

(e) Items that promote or facilitate illegal activity;

(f) Stolen property or property with encumbered title;

(g) Financial instruments, securities, cryptocurrency tokens (unless expressly permitted by the Company), and items that constitute or facilitate fraud or financial crimes; and

(h) Personal information, data, or databases obtained without proper consent or in violation of applicable privacy laws.

7.3 Adult Content

Adult content, including sexually explicit material, nudity, and pornography, is prohibited from the Marketplace unless the Company has established a separate, clearly delineated adult content program with appropriate age verification and access controls. Any permitted adult content must comply with all applicable laws and the Company’s specific adult content guidelines, if any. The Company reserves the right to remove any content it deems inappropriate in its sole discretion.

7.4 Other Prohibited Items

(a) Products that promote self-harm, eating disorders, or suicide;

(b) Products that promote hatred, discrimination, or violence against individuals or groups based on protected characteristics;

(c) Multi-level marketing (MLM) or pyramid scheme materials;

(d) Products making unsubstantiated health, medical, or financial claims;

(e) “Get rich quick” schemes and misleading income opportunity materials; and

(f) Any other items that the Company determines to be inconsistent with the values and standards of the Platform.

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8. Disputes and Refunds

8.1 Seller-Managed Resolution

The Company encourages and expects Sellers and Buyers to resolve disputes directly. Sellers shall:

(a) Establish and clearly communicate their refund and cancellation policies in their listings;

(b) Respond to Buyer complaints and refund requests within five (5) business days;

(c) Process approved refunds promptly through the Platform’s refund mechanism; and

(d) Act in good faith to resolve disputes fairly and in accordance with their published policies.

8.2 Platform Escalation

If a Seller and Buyer are unable to resolve a dispute directly, or if the Seller fails to respond within the five (5) business day period, either party may escalate the dispute to the Company. Upon escalation, the Company will:

(a) Review the dispute, including the listing, transaction records, communications between the parties, and any supporting documentation provided;

(b) Make a determination based on the information available, which may include issuing a full refund, partial refund, or no refund to the Buyer;

(c) Notify both parties of the determination; and

(d) Execute any refund or other resolution through the Platform.

The Company’s determination in escalated disputes shall be final and binding on both parties to the extent permitted by applicable law. The Company’s determination does not preclude either party from pursuing available legal remedies.

8.3 Chargeback Handling

In the event that a Buyer initiates a chargeback through their payment provider:

(a) The Company will notify the Seller of the chargeback and provide available information;

(b) The Seller is responsible for providing documentation and evidence to contest the chargeback through Stripe’s dispute process;

(c) Any chargeback fees assessed by Stripe will be passed through to the Seller;

(d) The Company may, in its discretion, debit the chargeback amount and associated fees from the Seller’s pending payouts or Stripe Connect balance;

(e) Excessive chargebacks (defined as a chargeback rate exceeding [MAX_CHARGEBACK_RATE]% of total transactions in any rolling [CHARGEBACK_PERIOD]-day period) may result in account review, suspension, or termination; and

(f) The Company reserves the right to withhold payouts during the pendency of any chargeback investigation.

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9. Seller Account Termination

9.1 Grounds for Termination

The Company may suspend or terminate a Seller’s account and Marketplace privileges, with or without prior notice, for any of the following reasons:

(a) Violation of these Terms, the Terms of Service, the Intellectual Property Policy, or any other applicable Platform policy;

(b) Listing or selling prohibited items as defined in Section 8;

(c) Receiving multiple substantiated Buyer complaints;

(d) Engaging in fraudulent, deceptive, or manipulative conduct;

(e) Failure to maintain a valid and active Stripe Connect account;

(f) Excessive chargebacks or disputes;

(g) Failure to fulfill orders or provide purchased products, courses, or event access;

(h) Receiving three (3) or more intellectual property infringement strikes under the Platform’s Intellectual Property Policy;

(i) Violation of applicable law; or

(j) Any other conduct that the Company determines, in its sole discretion, to be detrimental to the Marketplace, other Users, or the Company.

9.2 Consequences of Termination

Upon suspension or termination of a Seller’s account:

(a) All active listings will be immediately delisted and removed from the Marketplace;

(b) The Seller’s ability to create new listings and receive new orders will be disabled;

(c) The Seller’s access to all installed application extensions associated with their Marketplace account may be revoked;

(d) The Company will fulfill any outstanding obligations to Buyers from pending transactions, which may include issuing refunds from the Seller’s held funds; and

(e) The Seller will remain liable for any outstanding obligations, fees, chargebacks, and liabilities incurred prior to termination.

9.3 Funds Held During Review

During the pendency of any account review, investigation, or dispute, the Company reserves the right to:

(a) Place a hold on all pending and future payouts to the Seller;

(b) Withhold funds in an amount reasonably estimated to cover potential refunds, chargebacks, fees, and penalties;

(c) Maintain such holds for a period of up to [FUND_HOLD_PERIOD_DAYS] days following account suspension or termination, or longer if required by applicable law, pending litigation, or ongoing investigations; and

(d) Disburse any remaining funds to the Seller after the hold period, less any amounts deducted for refunds, chargebacks, fees, penalties, or other amounts owed to the Company or to Buyers.

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10. Limitation of Liability

10.1 Platform Not Liable for Seller Products

THE COMPANY IS NOT THE SELLER, MANUFACTURER, OR PROVIDER OF ANY PRODUCT, COURSE, EVENT, OR OTHER ITEM LISTED ON THE MARKETPLACE. THE COMPANY DOES NOT REVIEW, VERIFY, ENDORSE, OR GUARANTEE THE QUALITY, SAFETY, LEGALITY, ACCURACY, OR SUITABILITY OF ANY LISTING OR ITEM ON THE MARKETPLACE.

To the fullest extent permitted by applicable law, the Company shall not be liable for any damages, losses, claims, or liabilities arising from or related to:

(a) The content, quality, accuracy, legality, or completeness of any Seller’s listings, products, courses, or events;

(b) Any transaction or interaction between a Seller and a Buyer;

(c) Any Seller’s failure to fulfill orders, provide products as described, or honor refund policies;

(d) Any defect, error, or deficiency in any product, course, or event purchased through the Marketplace;

(e) Any intellectual property infringement by a Seller’s products or content;

(f) Any tax liabilities or obligations arising from Marketplace transactions; or

(g) Any loss of data or content stored in or processed through the Platform’s application extensions in connection with Marketplace activity.

10.2 Buyer Assumes Risk

Buyers acknowledge and agree that they purchase items through the Marketplace at their own risk. The Company strongly encourages Buyers to review Seller profiles, ratings, reviews, and listing details before making a purchase. The Company’s facilitation of a transaction does not constitute an endorsement, warranty, or guarantee of any kind.

10.3 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY MARKETPLACE TRANSACTION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY’S TOTAL AGGREGATE LIABILITY TO ANY USER FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE MARKETPLACE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES PAID BY OR COLLECTED FROM SUCH USER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

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11. General Provisions

11.1 Modifications

The Company reserves the right to modify these Terms at any time. Material changes will be communicated to Users via the Platform’s notification system and/or by posting a revised version with an updated “Last Updated” date. Sellers will receive at least thirty (30) days’ advance notice of any changes to the fee structure. Continued use of the Marketplace following the effective date of any modification constitutes acceptance of the modified Terms.

11.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [GOVERNING_LAW_JURISDICTION], without regard to its conflict of law provisions.

11.4 Dispute Resolution

Any disputes between the Company and a User arising out of or in connection with these Terms shall be resolved in accordance with the dispute resolution provisions set forth in the Platform’s Terms of Service.

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12. Contact Information

For questions about these Terms, Marketplace disputes, or Seller account inquiries, please contact:

Marketplace Support: [MARKETPLACE_SUPPORT_EMAIL]

Seller Operations: [SELLER_OPERATIONS_EMAIL]

Legal Inquiries: [LEGAL_EMAIL]

Mailing Address:

Mindhyv [COMPANY_MAILING_ADDRESS]