Localbridge | Terms of Service

Terms of Service

1. Introduction and Acceptance of Terms

1.1 This Terms of Service (“Agreement”) is a legal agreement between LOCAL BRIDGE SOLUTIONS - FZCO (the “Company”, which includes its affiliates and subsidiaries, collectively acting as Merchant of Record) and you, the Merchant (“you” or “Merchant”), who wishes to use the Company’s services to sell your digital products or services. By signing up, creating an account, or by accessing or using the Company’s platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you may not use the Services.

1.2 The Company may update this Agreement from time to time. The latest version will be posted on our website with a “Last Updated” date. Continued use of the Services after updates constitute acceptance of the revised terms. It is your responsibility to review the Agreement periodically.

2. Definitions

2.1 “Services” – The merchant-of-record services provided by the Company, including payment processing, billing, tax calculation, compliance handling, customer support for transactions, and related services enabling you to sell Products to end customers (“Buyers”).

2.2 “Product” – Any software, digital content, or downloadable good that you provide to the Company to be resold to Buyers through the Services. All Products must be digital or electronically delivered, and you must have all necessary rights to sell them.

2.3 “Merchant of Record” (MoR) – The party that is the legal seller of the Product to the Buyer. For all transactions through our platform, the Company or one of its designated affiliates will act as the MoR.

2.4 “Buyer” – An end customer who purchases a Product via the Services (through the Company’s checkout or invoicing system).

2.5 “Supplier Account” – The account you create on the Company’s platform to upload Products, track sales, and receive payouts of revenue.

2.6 “Sales Tax” – Any indirect tax such as VAT, GST, sales tax, or similar, applied to a sale of a Product, as determined by the Buyer’s location or applicable law.

2.7 “Prohibited Products” – Categories of goods or services that are not permitted to be sold via the Services, as listed in Section 7.3 of this Agreement or on the Company’s Acceptable Use Policy.

2.8 “Affiliate Entity” – Any subsidiary, affiliate, local partner, or branch of the Company that may act as MoR or assist in providing the Services in a given jurisdiction.

(Other relevant definitions like Chargeback, Payment Scheme Rules, etc., can be added as needed.)

3. Role of the Company; Merchant of Record Structure

3.1 The Company is appointed as your non-exclusive reseller (Merchant of Record) for the Products across all territories where we operate. You authorize the Company and its Affiliate Entities to sell your Products to Buyers, issue invoices/receipts to Buyers, and collect payments on your behalf. Nothing in this Agreement restricts you from selling your products by other means outside the Company’s platform, but any sale initiated through our Services shall be processed solely by the Company as MoR.

3.2 Local MoR Structure: You acknowledge and agree that the Company may utilize local Affiliate Entities to act as the seller/MoR in certain regions to optimize payment conversion and compliance. For example, a Buyer in the US may be billed by LOCAL BRIDGE Ltd, an affiliate of the Company in that region, whereas Buyers in other regions are billed by LOCAL BRIDGE SOLUTIONS - FZCO. Regardless of which entity acts as MoR for a given transaction, this Agreement and all protections herein apply between you and the Company. The Company ensures that its affiliates will adhere to the obligations as set forth in this Agreement.

3.3 As Merchant of Record, the Company (or its Affiliate Entity, as applicable) will appear as the seller of the Product on Buyer’s payment receipt or card statement. You shall not issue any separate invoice or payment request to any Buyer for transactions processed through the Services. Any Buyer payments must be made directly to the Company. If a Buyer mistakenly pays you directly for a transaction that should have been processed by the Company, you agree to notify the Company and may be required to remit such amount to the Company.

3.4 Order Fulfillment: The Company will notify you of each completed sale via the Supplier Dashboard or API. You are responsible for fulfilling the order (e.g., providing download access or license keys to the Buyer) in a prompt manner. The Company will facilitate Product delivery by providing a download link or access to the Buyer upon successful purchase when possible. You must cooperate with the Company’s platform mechanisms for delivering the Product and ensure the Product is accessible to the Buyer as described.

3.5 Customer Support: The Company will handle first-line payment and order support for Buyers, including inquiries about payment processing, receipts, or technical checkout issues. We will also process refund requests per Section 6. You are responsible for Product-related support, such as technical assistance in using the Product, warranty service (if applicable), or answering Buyer questions about Product content or functionality.

4. Fees, Pricing, and Payment Terms

4.1 Platform Fees: In consideration for the Services, you agree to pay the Company the applicable fees. The fee structure may include:

a Transaction Fee (e.g., a percentage of each transaction and/or a fixed per-transaction fee),
and/or a Subscription Fee (a periodic fee for access to the platform, depending on your chosen plan).

All fees and rates are detailed on the Company’s pricing page or your service order. Transaction Fees will be deducted from the gross receipts of each sale (the Sale Price paid by Buyer) before remitting your portion. Subscription Fees (if any) are charged as per the terms of your chosen plan (e.g., monthly in advance).

4.2 Exclusive Right to Set Final Price: As the Merchant of Record, the Company reserves the right to finalize the sales price or license fee of the Product offered to Buyers (for example, to comply with local pricing laws or apply taxes). In practice, the price you set will be used, but the Company may adjust for currency conversion, add Sales Tax, or round the price for localized pricing conventions. Any such adjustments will be transparently communicated in your sales reports.

4.3 Payment to Merchant (Payout): The Company will remit to you the proceeds of sales of your Products, net of: (i) the Company’s fees, (ii) any Sales Tax collected or required to be withheld, (iii) any refunds or chargebacks (per Section 6), and (iv) any other deductions authorized by this Agreement (such as reserves or set-offs for liabilities). This net amount is your Merchant Revenue for the period.

4.4 Payout Schedule: Unless otherwise agreed, payouts of Merchant Revenue will be aggregated and disbursed to you on a monthly basis, by the 15th day of the following month for the previous calendar month’s sales. The Company may, at its discretion, offer more frequent payouts (e.g., weekly or bi-weekly) once a stable transaction history is established. We will use the payout method and currency you select in your account (e.g., bank transfer, PayPal, etc.).

4.5 Minimum Payout Thresholds and Fees: The Company may enforce a minimum payout amount (e.g., not sending payouts until a threshold like $100 is reached) to avoid excessive transfer fees. If a payout is under the threshold, it may be rolled into the next period. For certain payout methods or currencies, external banking fees may apply (for instance, international wire fees). The Company will either deduct such fees from the payout or charge them to you as applicable (these fees will be disclosed, e.g., “$15 per international wire” similar to Paddle’s terms).

4.6 Currency Conversion: If you choose to receive payouts in a currency different from the currency of Buyer transactions, the Company reserves the right to apply a reasonable currency conversion spread or fee (for example, up to 1.5%) on the exchange rate. Exchange rates will be determined at the time of transfer using market rates.

4.7 Invoices and Self-Billing: Where required (e.g., for VAT compliance in certain jurisdictions), the Company will issue self-billing invoices on your behalf for the sales of your Products. You agree to accept such self-billed invoices and not to issue your own invoices for those transactions. If you are VAT-registered or get a new VAT/GST registration, you must inform the Company and provide your tax ID. Likewise, if your status changes (e.g., you deregister from VAT), you must promptly update us.

4.8 Disputed Amounts: If you in good faith dispute any portion of the fees or payout, you must notify the Company in writing within 5 business days of receipt of the payout or invoice, providing details of the dispute. The Company will investigate and, if the dispute is valid, reconcile the amount in the next payout. Amounts not disputed within this timeframe are deemed accepted.

4.9 Late Payment / Non-Payment of Subscription Fees: If your account has a Subscription Fee and it remains unpaid beyond the due date, the Company may suspend your access to the Services after giving you a notice and an opportunity to cure (e.g., a 10-day notice). During suspension for non-payment, Buyers may not be able to purchase your Products, and you may be prevented from accessing the Supplier Dashboard. The Company may charge late fees or reinstatement fees for reactivating accounts that were suspended due to non-payment, as reasonably incurred.

5. Taxes and Compliance

5.1 Sales Tax Handling: The Company, as the seller of record to Buyers, will collect, report, and remit all applicable Sales Taxes on transactions, in compliance with the laws of each jurisdiction where sales are made. We will add the appropriate tax to the purchase price at checkout (unless the price is marked as tax-inclusive), issue tax-compliant receipts to Buyers, and handle filing and remittance to tax authorities. You agree that the Company will be responsible for Sales Taxes between you, the Company, and Buyers, and you will not separately collect sales taxes for sales made through the Services.

5.2 Tax Inclusion/Exclusion: By default, the prices you set for Products may be treated as tax-exclusive (with taxes added on top for the Buyer where applicable). In some regions, the law requires prices to be tax-inclusive; the Company reserves the right to treat your set price as inclusive of sales tax in those cases, which will reduce the net taxable amount for payout. Reports in your Supplier Dashboard will show gross sales, tax collected, and net amounts.

5.3 Merchant Taxes: Apart from Sales Taxes on the end-customer sale, you are responsible for your own taxes related to the fees or revenue you receive under this Agreement. For example, any income tax, corporate tax, or other taxes on the payouts the Company sends you are solely your responsibility. The Company’s fees are exclusive of any withholding taxes; if required by law, the Company may deduct applicable withholding taxes from payouts and will provide you documentation of such withholdings.

5.4 Tax Exemptions: If you are a tax-exempt entity or the transactions are exempt from Sales Tax (e.g., a Buyer is a business with a tax exemption certificate), you must provide valid documentation to the Company before the transaction. The Company will apply reasonable efforts to honor tax exemptions if properly documented (for instance, not charging VAT to a VAT-registered EU business buying for business use, if the proper VAT ID is provided).

5.5 Compliance with Laws: Each party shall comply with all laws and regulations applicable to its business and the provision/use of the Services. This includes, but is not limited to, data protection laws (see Section 11), export control and sanctions, anti-money laundering (AML) and countering terrorist financing (CTF) regulations, and consumer protection laws. You are solely responsible for compliance with any laws specific to your Products (for example, if you offer a regulated service, you must ensure you have necessary licenses).

5.6 Restricted Markets: The Company may restrict or prohibit transactions in certain jurisdictions if required by law or if compliance overhead is too high. The Company will notify you if it cannot support sales to certain countries or regions for your Product. Additionally, if the Company or its payment processors determine that selling your Product in a particular jurisdiction is not permitted (e.g., due to sanctions or embargo), those locations will be blocked for purchase.

6. Refunds, Chargebacks, and Reversals

6.1 Refund Policy: The Company may have a standard refund policy for Buyers (for example, allowing refunds within 14 days of purchase for digital goods under certain conditions, or as required by consumer law). You authorize the Company to administer refunds to Buyers in accordance with either (a) our published Buyer refund policy, or (b) specific instructions from you on a case-by-case basis (provided such instructions comply with law).

6.2 If you agree with a Buyer to issue a refund (outside of any automatic eligibility criteria), you must not refund the Buyer directly. Instead, you will instruct the Company via the dashboard or support channel to process the refund. The Company will then refund the Buyer through the original payment method and deduct the refunded amount from your Merchant Revenue.

6.3 Company-Initiated Refunds: You acknowledge that the Company may, at its discretion, issue a refund to a Buyer without your prior approval if we determine the Buyer is entitled to a refund under our policies or applicable law (e.g., chargeback likely to be lost, mistaken duplicate purchase, fraudulent use of card, or as required by a card network’s customer protection rules). We will notify you of any such refund and the reason.

6.4 Chargebacks and Payment Disputes: A Chargeback occurs when a Buyer (or the cardholder’s bank) disputes a charge. The Company will be listed as the seller on the Buyer’s statement, so we are responsible for responding to chargebacks. We will use commercially reasonable efforts to contest invalid chargebacks and to supply evidence to the payment provider (e.g., proof of delivery, license activation logs, communication with Buyer) to resolve the dispute in our (and indirectly your) favor. However, the decision is ultimately made by the card issuer or payment scheme.

6.5 Liability for Chargebacks: You are financially responsible for chargebacks and similar payment reversals related to your Product sales. If a transaction is charged back or reversed, the Company will deduct the amount of the chargeback from your balance. Additionally, the Company reserves the right to charge you a chargeback fee to cover the dispute costs, up to [$15/€15/£15 per chargeback] (or equivalent, depending on currency and payment method), which may be adjusted based on processor fees. If the dispute is later resolved in our favor, we will credit back the amount to your account (including any fee).

6.6 If your account does not have sufficient funds to cover a refund or chargeback, you agree to reimburse the Company upon demand. The Company may, in its sole discretion, deduct any negative balance from future payouts to you or invoice you for the shortfall. Section 6.8 on set-off rights also applies.

6.7 Excessive Disputes: We monitor chargeback rates. If you exceed a 0.65% chargeback-to-sales ratio (or the threshold defined by card networks), or if we observe an unusual volume of disputes, the Company may require you to take remedial actions. Such actions can include: improving your product descriptions or customer support, adjusting your business model, or in serious cases, suspending sales of your Product until the dispute rate is reduced. High dispute levels may also result in additional fees or reserves as required by our payment processors.

6.8 Set-off and Reserve: To protect against future liabilities (like refunds, chargebacks, or tax obligations), the Company reserves the right to:

maintain a reserve of a certain amount or percentage of your revenue (especially in early stages of our relationship or for high-risk products),
or to set-off any amounts you owe against amounts we owe to you.

“Set-off” means we can deduct from your payouts any monies due to us (for example, chargeback losses, fines, or fees) without additional notice. We will inform you if a reserve is being held and it will be released after a defined period if no offsetting liabilities arise.

6.9 Fraudulent or Unauthorized Transactions: If the Company suspects that any Buyer transaction is fraudulent or not authorized by the cardholder, we may hold the funds and not include them in your payout until the matter is resolved. If fraud is confirmed, the Company will refund the transaction to the cardholder and such transaction will not be paid out to you. Furthermore, if we determine that you, as the Merchant, were engaged in fraudulent activity or willful misconduct that caused losses (including chargebacks), you will be liable for all such losses and expenses. The Company may immediately suspend your account in cases of suspected fraud (see Section 8.2).

7. Merchant Obligations and Acceptable Use

7.1 Compliance and Licenses: You represent and warrant that:

You have all necessary rights, licenses, and authorizations to sell the Products via the Services.
Your Products and your business comply with all applicable laws and regulations in jurisdictions where you or your Buyers are located.
You will obtain any required governmental registrations or licenses for your business, and the Company is not responsible for your failure to do so.
You will not use the Services for any illegal or unauthorized purpose, nor to engage in, support, or promote illegal activities.

7.2 Accurate Information: You agree to provide true, current, and complete information about your identity (including KYC documentation as requested), your business, and your Products. You will update any account information promptly if it changes (e.g., contact information, banking details, tax status). The Company may require periodic re-verification of your information for compliance purposes.

7.3 Prohibited Products and Activities: You shall not use the Services to sell or promote any goods, services, or content that fall into the following Prohibited Products categories (non-exhaustive list):

Illegal or Restricted Content: Any content whose sale is unlawful, including but not limited to narcotics, drug paraphernalia, controlled substances, illegal telecommunications devices, stolen goods, or any product that requires a special license to sell which you lack.
Adult or Obscene Material: Pornography, sexually explicit content, or adult services of any kind. (Erotic digital content such as art or literature may be allowed if it is legal and properly age-restricted, subject to Company approval.)
Physical Goods or Services: Tangible products that require physical delivery, or services that involve personal effort (consulting, coaching, freelancing) are not supported on the platform. The Service is intended for digital products that can be fulfilled electronically.
Copyright Infringing or Unauthorized Products: Products that you do not have the right to sell, such as unlicensed e-books, courses or software for which you are not an authorized reseller, “pirated” digital content, or items violating third-party intellectual property rights.
Malicious or Surveillance Software: Malware, spyware, keyloggers, hacking tools, or any software intended to damage or illegally surveil a person’s device or data.
Resale of Others’ Products/Marketplace: Using our platform as a marketplace to sell products on behalf of third-party sellers is forbidden. (Affiliate marketing through provided tools is allowed, but you cannot list another person’s product as if it were yours.)
Gambling and Lottery: Any form of online gambling, betting services, sweepstakes, lottery tickets, or games of chance involving monetary prizes.
Regulated Financial Services: Cryptocurrency exchanges, ICOs, securities or investment products, money transfer services, banking, insurance, or loans, as well as multi-level marketing, pyramid schemes, or get-rich-quick schemes.
Adult Dating or Escort Services: Dating websites/apps targeted to adult content or escort services.
Extreme or Hateful Content: Materials that promote violence, hatred, harassment, or abuse toward any group or individual; instructions for making weapons; or any content that is defamatory or libelous.
Other Prohibited by Payment Partners: Any product or activity that our payment processors (e.g., credit card networks, Stripe, PayPal) have identified as high-risk or not allowed under their acceptable use policies. (For example, certain CBD products, firearms, etc.)

This list may be updated by the Company from time to time. The full, current list of Prohibited Products is available in our Acceptable Use Policy on our website. It is your responsibility to review and comply with it. If you are unsure whether your product is allowed, you should contact the Company for clarification before listing the product.

7.4 Restricted Products/Additional Review: Some categories may be allowed on a case-by-case basis but could be subject to additional due diligence, requirements, or partnership terms (e.g., e-learning services, health and wellness advice, AI-generated content, etc.). The Company reserves the right to classify a Product as “Restricted” and impose conditions (such as obtaining certain certifications or maintaining a reserve) or to decline supporting such Product at its discretion.

7.5 No Misuse of Service: You agree not to:

Use the Services in a manner that could damage, disable, overburden, or impair the platform or interfere with any other party’s use.
Attempt to circumvent the payment process or fees by directing Buyers to pay outside the platform for transactions that originated on the platform.
Reverse engineer, decompile, or disassemble any software or security measure of the Company.
Introduce any viruses, malware, or harmful code into the platform.
Use the Services to store or transmit any content that is unlawful, hateful, obscene, or violates any person’s privacy or proprietary rights.

7.6 Buyer Data and Privacy: If you receive any personal data of Buyers from the Company (for example, to provide technical support), you must handle it in compliance with applicable data protection laws. You may use Buyer data only for purposes of fulfilling orders or providing support, and not for unsolicited marketing unless the Buyer has expressly consented in accordance with law. (Refer to Section 11 on Data Protection.)

7.7 Export Controls and Sanctions: You confirm that you and your owners/affiliates are not on any denied-party list, and your Products are not subject to any export bans. You will not offer Products or permit Buyers from countries or regions under embargo or sanction, as notified by the Company. The Service may block transactions from IP addresses or payment methods linked to sanctioned regions (e.g., OFAC countries). You shall not attempt to use the Services to conceal information or mislead about the transaction’s true nature or Buyer, if required by law to disclose.

7.8 Reporting Violations: If you become aware of any misuse of the Services or any security breach (including any unauthorized access to your account), you must promptly notify the Company. We may require you to take certain actions to mitigate the issue (such as changing passwords or implementing 2FA).

8. Company Rights and Platform Management

8.1 Platform License: During the term of this Agreement, the Company grants you a limited, non-exclusive, non-transferable license to access and use the Supplier Dashboard and related platform features solely for the purpose of using the Services to sell your Products. You may not sublicense or allow any third party to use your account (except authorized employees or contractors under your control and bound by these terms).

8.2 Suspension or Termination of Service (by Company): The Company reserves the right to suspend or terminate your account and/or this Agreement immediately under the following circumstances:

If you materially breach any terms of this Agreement (including selling Prohibited Products, fraudulent activity, or non-payment of fees) and fail to cure such breach promptly (if curable).
If the Company reasonably determines that you are engaging in illegal business activities or actions that pose legal or financial risk to the Company, its payment partners, or Buyers.
If instructed by law enforcement, court order, or a government authority to cease providing Services to you.
If your chargeback or fraud rate is excessively high (indicative of serious issues).
If you are found to be misusing Buyer data or violating privacy laws.

In case of suspension, the Company will generally provide notice to you with the reason (except where legally prohibited or where providing notice could lead to further misuse of the service). Suspension may involve disabling your checkout, freezing payouts, or blocking access to the dashboard until issues are resolved. Termination will be communicated and effective immediately or as stated in the notice.

8.3 Termination by Merchant: You may terminate this Agreement at any time by providing at least 30 days’ written notice to the Company and ceasing to use the Services. After termination, you must remove any Company checkout integration, scripts, or references from your websites and stop using the platform. The Company will process any pending transactions and payouts due to you, subject to deductions for any outstanding liabilities.

8.4 Effect of Termination: Upon termination of this Agreement, your access to the platform will be revoked. However, any provisions which by their nature should survive termination (such as indemnification, liability limitations, confidentiality, and any obligations to pay fees or repay chargebacks) shall survive. The Company may retain historical transaction data as required for legal compliance and will continue to handle any post-termination chargebacks or refunds in accordance with this Agreement. You will remain responsible for chargebacks or disputes on transactions that occurred before termination.

8.5 Right to Delist Products: The Company may remove or delist any of your Products from the platform or marketplace if we have reason to believe the Product violates this Agreement, infringes third-party rights, or poses risk. We will attempt to notify you of such action and cooperate on a resolution, but in serious cases, removal might be immediate (e.g., upon notice of copyright infringement under DMCA, or discovery of malware in a software product).

8.6 Changes to Services: The Company may add, modify, or discontinue parts of the Services at any time. For any material changes that negatively affect you or your use of the Services, we will provide notice (for example, if we discontinue a payment method or an API feature). If you do not agree to a change, you may terminate the Agreement as per 8.3. Continuing to use the Services after a change will constitute acceptance of the change.

9. Intellectual Property and Branding

9.1 Merchant’s IP in Products: You retain all intellectual property rights in your Products and related content that you upload or provide to the Company, except for the license granted herein. You grant the Company a non-exclusive, worldwide, royalty-free right to use, reproduce, display, and distribute your Product and associated trademarks or logos as necessary to provide the Services (for example, hosting the downloadable files, displaying your product name and logo on the checkout, and advertising it to potential Buyers as part of our marketplace or promotions). This license terminates when this Agreement ends, except that the Company may retain copies for record-keeping or to fulfill post-termination obligations (e.g., providing re-downloads to past buyers if required).

9.2 Company’s IP: The Services (platform, website, software, logos, and marks) are owned by or licensed to the Company. You shall not use the Company’s trademarks or name except as needed to identify the Company as your commerce provider or as permitted in our branding guidelines. Upon our request, you will display on your site a notice such as “Payments by [NewMoR]” or similar, to indicate our MoR role, in a form we agree upon (this helps clarify to Buyers who the seller is).

9.3 Feedback: If you provide the Company with any suggestions, ideas, or feedback about the Services, the Company may use and implement such feedback without any compensation or attribution to you. You grant the Company a perpetual, irrevocable, sublicensable license to incorporate and use any feedback.

9.4 Third-Party IP: You agree not to use any third-party intellectual property on the platform unless you have permission. If your use of the Services (including our listing of your Product) requires any license of third-party intellectual property (for example, you include a trademark of a partner in your product description), you represent that you have obtained such license.

10. Confidentiality

10.1 Definition: “Confidential Information” means any business, technical, or financial information disclosed by one party to the other that is either marked as confidential or should reasonably be understood to be confidential given the nature of the information. For example, your non-public product roadmaps, or the Company’s unpublished features or rate structures, would be confidential.

10.2 Obligations: The receiving party shall not disclose or use the confidential information of the disclosing party for any purpose outside the scope of this Agreement, without the disclosing party’s prior written consent. Each party agrees to protect the other’s confidential information with the same degree of care it uses to protect its own confidential info of similar importance, and at least reasonable care.

10.3 Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known by the receiving party before receipt from the disclosing party; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the confidential info.

10.4 Required Disclosure: If the receiving party is legally compelled by law, regulation, or court order to disclose confidential information, it shall give the disclosing party prompt notice (if legally permitted) so the disclosing party may seek a protective order or other appropriate remedy. The receiving party will disclose only the minimum necessary to comply with the requirement.

10.5 Both parties acknowledge that unauthorized use or disclosure of confidential information may cause irreparable harm, and that the injured party shall be entitled to seek injunctive relief in addition to any other remedies to stop such unauthorized disclosure.

11. Data Protection and Privacy

11.1 Buyer Data: The Company will act as the controller of Buyer personal data for the purposes of processing transactions (as MoR) and shall comply with all applicable data protection laws (such as GDPR, CCPA, etc.) in collecting and processing Buyer data. The Company’s Privacy Policy, available on our website, explains how Buyer data is handled. You, as a Merchant, will generally not receive personal data of Buyers except as needed for order fulfillment or support, in which case you become a separate controller of that data and must handle it lawfully.

11.2 Merchant Data: The Company collects information about you as part of onboarding (KYC) and providing services (e.g., your name, contact info, financial details for payouts). We process this data per our Privacy Policy and for legitimate business interests (providing the service, complying with legal obligations like anti-fraud and AML regulations).

11.3 Data Sharing Addendum: If required by certain laws or upon your request, the parties will enter into a Data Processing Addendum (DPA) or Data Sharing Agreement to address international data transfers and respective responsibilities when processing personal data.

11.4 Data Security: The Company implements reasonable technical and organizational measures to secure personal data and transaction information. While we strive to maintain a secure platform, you understand that no system is 100% secure and agree to notify us promptly of any suspected data breach or security issue related to the Services.

11.5 Usage Data: The Company may collect and utilize anonymized and aggregated data about the usage of the Services (e.g., sales volumes, conversion rates, platform performance metrics) for its legitimate interests such as improving the service, analytics, and publishing industry trends. Such Usage Data will not include any personally identifiable information or, if it does, it will be in anonymized form.

12. Indemnification

12.1 Your Indemnification of Company: You agree to indemnify, defend and hold harmless the Company, its owners, directors, officers, employees, agents, and Affiliate Entities (“Indemnified Parties”) from and against any and all third-party claims, losses, liabilities, damages, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Your Product: any claim that the distribution or sale of your Product through the Services infringes or misappropriates a third party’s intellectual property rights, or any claim arising from the nature, quality, or content of your Product (including product liability or misinformation claims).
(b) Your breach: your breach of any term, warranty, or representation in this Agreement.
(c) Your violation of law: any violation by you of any law or regulation (for example, if you sell a product in a jurisdiction where it is illegal, or fail to collect a tax that the Company was not aware of).
(d) Buyer disputes: any dispute or claim by a Buyer (or other party) arising from your actions or omissions in fulfilling a sale, except to the extent it’s a direct result of the Company’s failure to perform its express obligations.

This indemnity includes, without limitation, claims brought by Buyers against the Company for issues with the Product (e.g., defective software causing damage), where the root cause is attributable to you.

12.2 Company’s Indemnification of You: The Company agrees to indemnify and hold you harmless from third-party claims against you to the extent caused by the Company’s infringement of a third party’s intellectual property by the core platform (excluding your content) or the Company’s willful misconduct. (For example, if a third party claimed that the Company’s checkout software infringed their patent and you got sued for it.) This indemnity is subject to the limitations in Section 13.

12.3 Indemnification Procedure: The party seeking indemnification (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) in writing of any claim and cooperate reasonably with the defense. The Indemnifying Party shall have the right to control the defense and settlement of the claim, but cannot settle any claim in a manner that admits fault of or imposes unindemnified obligations on the Indemnified Party without that party’s consent (not to be unreasonably withheld). The Indemnified Party has the right to participate in the defense with counsel of its own choosing, at its own expense.

12.4 Additional Remedies: If a claim under 12.2 (Company’s IP infringement) is made or, in the Company’s opinion, likely to be made, the Company may, at its expense: (i) procure the right for you to continue using the Service; or (ii) modify or replace the Service or infringing part thereof to be non-infringing; or if (i) and (ii) are not commercially feasible, (iii) terminate the Agreement and release you from future performance (with no further liability by Company beyond refunding any prepaid fees for unused service period).

13. Disclaimers and Limitation of Liability

13.1 No Warranty: The Service is provided “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by law, the Company disclaims all warranties, express or implied, regarding the Services, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Services will be uninterrupted, error-free, or secure. The Company does not guarantee that using the Service will increase your sales or that Buyers will be satisfied with your Products. All transactions are at your own risk. You understand that the Company’s role is to facilitate sales and that you bear all risk related to your Products and business.

13.2 No Liability for Certain Acts: The Company (and its Affiliates) shall not be liable for any problems or damages caused by: (a) your failure to integrate or use the Services correctly; (b) issues attributable to third-party services or systems outside our control (such as internet outages, banking systems, payment gateways downtime); (c) unauthorized access to your account or data, unless due to the Company’s own negligence or willful misconduct; or (d) events of Force Majeure (as defined in Section 14.5).

13.3 Limitation of Liability: To the extent not prohibited by law, in no event will the Company’s total liability arising out of or related to this Agreement exceed the total fees earned by the Company from your sales in the 3 months immediately preceding the event giving rise to the liability (or USD $50,000, whichever is lower). This aggregate cap includes all forms of liability (e.g., contract, tort, negligence, strict liability, etc.).

13.4 Exclusion of Damages: The Company will not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever arising out of or in connection with this Agreement or the Services, including but not limited to loss of profits, loss of goodwill, loss of data, business interruption, or cost of substitute services, even if advised of the possibility of such damages. The foregoing exclusion and cap apply even if any remedy fails of its essential purpose.

13.5 Applicability: Some jurisdictions do not allow certain warranty disclaimers or liability limitations (for example, in EU, liability for death or personal injury caused by negligence cannot be limited, or in some places implied warranties cannot be disclaimed). Nothing in this Agreement shall exclude or limit liability to the extent that such exclusion or limitation is unlawful. In particular, neither party excludes liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any liability that cannot legally be limited or excluded.

13.6 You acknowledge that the fees paid reflect the allocation of risk set forth in this Agreement and that the Company would not be able to offer the Services economically without these limitations.

14. Miscellaneous

14.1 Term: This Agreement commences on the date you accept it and continues until terminated by either party as permitted herein.

14.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the International Free Zone Authority (IFZA), UAE, without regard to its conflict of law principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

14.3 Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations. If a dispute cannot be resolved amicably, it shall be finally settled by binding arbitration under the rules of [e.g., the DIFC-LCIA Arbitration Centre] if within DIFC jurisdiction, or otherwise by the rules of the International Chamber of Commerce (ICC), by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be [Dubai, UAE], and the language of proceedings shall be English. Judgment on any arbitral award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the Company may seek injunctive relief or enforcement of intellectual property or confidentiality obligations in any appropriate jurisdiction.

14.4 Assignment: You may not assign or transfer this Agreement or any rights or obligations hereunder to any third party without the Company’s prior written consent. The Company may assign this Agreement freely to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets, or by operation of law. Any permitted assignee shall be bound by the terms of this Agreement.

14.5 Force Majeure: Neither party will be liable for any delay or failure to perform its obligations (except payment obligations) due to events beyond its reasonable control, such as acts of God, war, terrorism, civil unrest, strikes, internet or telecommunication failures, power outages, or governmental action (each a Force Majeure event). The affected party shall give notice to the other and make reasonable efforts to mitigate the impact. If a Force Majeure event continues for more than 60 days, either party may terminate this Agreement upon written notice.

14.6 Relationship of Parties: The relationship between you and the Company is that of independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, or agency relationship. You have no authority to act on behalf of the Company or bind the Company in any way, and vice versa. The Company’s role as Merchant of Record is solely for transaction processing convenience and does not make the Company the creator or publisher of your Product.

14.7 Third-Party Services: The Services may integrate or use third-party services (payment gateways, email service, etc.). Use of such third-party services may be subject to separate terms. The Company is not responsible for the performance of third-party services. Links to third-party sites are provided “as-is” and at your own risk.

14.8 Notices: All notices required under this Agreement shall be in writing and shall be deemed given: (i) when delivered personally; (ii) when sent by email to the address on record (with no bounce or error received); or (iii) one business day after being sent by recognized courier service to the addresses of the parties (for the Company, to its registered address, and for you, to the address provided in your account or onboarding documents).

14.9 Entire Agreement: This Agreement (including any documents incorporated by reference, such as the Privacy Policy and Acceptable Use Policy) constitutes the entire agreement between the parties with respect to the Services. It supersedes all prior or contemporaneous communications, understandings, or agreements (whether oral or written). In case of a conflict between this Agreement and any other policy or document, the terms of this Agreement shall prevail, except where explicitly stated otherwise (e.g., a DPA might prevail for data privacy matters).

14.10 Amendment and Waiver: Except for the Company’s right to update this Agreement as described in Section 1.2, any amendment to this Agreement must be in writing and signed by both parties. A waiver of any breach or default will not constitute a waiver of any other term or any subsequent breach. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision.

14.11 Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court or tribunal of competent jurisdiction, that provision will be severed, and the remaining provisions will remain in full effect. The parties shall endeavor in good faith to replace an invalid or unenforceable provision with a valid one that, as closely as possible, achieves the intended economic effect.

14.12 Language: This Agreement is drafted in English. If it is translated into any other language, the English version shall prevail to the extent of any inconsistencies. All communications and dispute proceedings shall be conducted in English.