Marketplace Terms of Service Template

"Account" means the user account registered on the Platform by a User, together with all associated credentials, profile information, settings and transaction history.

"Applicable Law" means all laws, regulations, binding orders, codes and other requirements of any governmental or regulatory authority that apply to a User, to the Marketplace Operator, to a Listing, or to a Transaction.

"Buyer" means a User who browses the Platform with the intention of, or who actually does, place an Order for an Item.

"Seller" means a User who has registered a Seller Account and who offers or sells Items through the Platform in an independent capacity.

"Item" means any goods, digital products, services or other offerings that a Seller lists or sells through the Platform.

"Listing" means any offer, advertisement, description, image, price or other content published by a Seller on the Platform relating to an Item.

"Order" means a binding request submitted by a Buyer through the Platform to purchase an Item from a Seller on the terms stated in the relevant Listing.

"Transaction" means the contract for the sale or supply of an Item formed between a Buyer and a Seller upon acceptance of an Order, together with all related payments, deliveries and obligations.

"Platform" means the websites, mobile applications, application programming interfaces, software, tools and related systems operated by the Marketplace Operator through which the Services are made available.

"Services" means the technology, hosting, payment collection, payout, dispute resolution and other services provided by the Marketplace Operator to Users through the Platform, excluding the Items themselves.

"Fees" means all commissions, listing fees, service fees, payment processing fees, subscription charges and other amounts payable by Users to the Marketplace Operator under these Terms, as set out on the Platform or in the fee schedule published by the Marketplace Operator from time to time.

"Payment Account" means the account or accounts designated by the Marketplace Operator, or by its payment service providers, to receive and hold funds paid by Buyers and to disburse funds to Sellers.

"Payout" means the transfer to a Seller of the proceeds of a Transaction, net of Fees, refunds, chargebacks, Taxes withheld and any other permitted deductions.

"Taxes" means all sales, use, value-added, goods and services, withholding, income and other taxes, duties, levies and governmental charges of any kind.

"User Content" means all text, images, video, ratings, reviews, Listings, messages and other materials that a User submits, uploads or publishes on or through the Platform.

"Dispute" means any disagreement, claim or complaint between a Buyer and a Seller relating to a Transaction, including as to the description, quality, delivery, non-delivery or return of an Item.

"Dispute Decision" means a determination made by the Marketplace Operator under these Terms in respect of a Dispute.

In these Terms, headings are for convenience only and do not affect interpretation; the words "including" and "includes" are deemed to be followed by "without limitation"; references to the singular include the plural and vice versa; and references to a "person" include natural persons, companies, partnerships and other legal entities.

References to these Terms include any policies, guidelines and notices published on the Platform that are expressly stated to form part of these Terms, as amended from time to time in accordance with these Terms.

If any provision of these Terms is inconsistent with a Platform guideline or notice, these Terms prevail unless the guideline or notice expressly states otherwise.

By accessing the Platform or using the Services, you represent that you have the legal capacity to enter into these Terms and that you accept them in their entirety. Your acceptance is effective upon the earliest of: registering an Account, clicking an acceptance button or checkbox, or using the Platform in any manner.

The Marketplace Operator may amend, supplement or replace these Terms, including any Fees and policies referenced herein, at any time in its sole discretion. Amendments become effective on the date specified in the notice of amendment or, if no date is specified, upon publication on the Platform.

Where an amendment is material, the Marketplace Operator will use reasonable efforts to notify registered Users by email, by notice on the Platform, or by such other means as it considers appropriate, at least [number] days before the amendment takes effect, except where a shorter period is required for legal, security or regulatory reasons.

Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to an amendment, your sole remedy is to cease using the Platform and close your Account in accordance with these Terms.

Amendments to Fees will apply prospectively to Transactions concluded after the effective date of the amendment, unless otherwise stated in the notice.

You are responsible for reviewing these Terms periodically. The Marketplace Operator may make available translations of these Terms for convenience, but the [English] version prevails in the event of any inconsistency.

Additional terms may apply to certain features, promotions or programs of the Platform. Such additional terms are incorporated into these Terms when you elect to use the relevant feature, program or promotion.

The Platform is an online venue that enables Sellers and Buyers to find one another and to conclude Transactions. The Marketplace Operator provides technology and related Services and is not a party to any Transaction between a Buyer and a Seller, except to the limited extent expressly provided in these Terms with regard to payment collection, Payouts and Dispute Decisions.

Sellers are independent third parties. Nothing in these Terms creates any employment, agency, partnership, joint venture, franchise or fiduciary relationship between the Marketplace Operator and any User. No Seller has authority to bind the Marketplace Operator or to make representations on its behalf.

The Marketplace Operator does not own, produce, inspect, store, ship or take possession of Items, and does not verify or guarantee the identity of any User, or the accuracy, legality, safety, quality or fitness for purpose of any Item or Listing. Any statement by the Marketplace Operator regarding verification or badges is informational only.

The Seller is solely responsible for each Item and Listing, including its description, pricing, lawfulness, availability, delivery, warranties, after-sales service and compliance with Applicable Law. The Seller is the seller of record for each Transaction.

The Marketplace Operator acts as the Sellers' limited payment collection agent solely for the purpose of receiving payments from Buyers on behalf of Sellers. Payment by a Buyer to the Marketplace Operator is deemed to constitute payment to the Seller for the purposes of that Transaction, subject to the provisions on refunds and chargebacks.

The Marketplace Operator reserves the right, but has no obligation, to monitor, review, remove, reorder or restrict any Listing or User Content. Any decision not to monitor or remove content shall not constitute approval of that content or a waiver of any right.

The Marketplace Operator may modify, suspend or discontinue any part of the Platform or the Services, temporarily or permanently, with or without notice, and shall have no liability to any User for doing so except as required by Applicable Law.

The Platform is available only to persons who are at least [minimum age] years of age and who have the legal capacity to enter into binding contracts under Applicable Law. Persons who do not satisfy these criteria must not register an Account or use the Platform.

Where you register an Account on behalf of a legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and references to "you" include that entity.

To register, you must provide accurate, current and complete information as requested during registration, including your legal name, contact details and, in the case of Sellers, business details, tax identification numbers and payout details. You must promptly update such information so that it remains accurate at all times.

The Marketplace Operator may require identity verification, business verification, or the submission of supporting documents at registration or at any time thereafter, and may decline, delay or condition the opening or continuation of any Account in its sole discretion.

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities conducted through your Account, whether or not authorized by you. You must notify the Marketplace Operator immediately of any suspected unauthorized access or use.

Each User may maintain only one Buyer Account and one Seller Account unless the Marketplace Operator expressly permits otherwise in writing. Accounts are personal to the User and may not be sold, transferred, assigned or shared without the prior written consent of the Marketplace Operator.

The Marketplace Operator shall not be liable for any loss or damage arising from your failure to safeguard your credentials or from any act or omission of persons to whom you grant access to your Account.

Each Seller represents, warrants and undertakes that it: (i) is the lawful owner of, or is duly authorized to sell, each Item; (ii) holds all licenses, permits and registrations required to offer and supply the Item; and (iii) will comply with Applicable Law in connection with its Listings and Transactions, including laws concerning consumer protection, product safety, labeling, advertising, import and export, and data protection.

Each Listing must be accurate, complete, not misleading, and must include, at a minimum, a truthful description of the Item, clear images where applicable, the total price, applicable Taxes and shipping charges, available quantity, delivery timeframe, return and warranty terms, and any other information required by Applicable Law or by the Marketplace Operator's listing standards.

Sellers must maintain accurate inventory and must not list Items that they do not have, or cannot reasonably expect to have, available for fulfillment. Sellers shall honor the price and terms stated in a Listing at the time an Order is placed.

Upon acceptance of an Order, the Seller must dispatch or deliver the Item, or commence performance of the service, within the time stated in the Listing or, if none is stated, within [number] days, and must provide valid tracking or proof of delivery where reasonably requested by the Marketplace Operator or the Buyer.

Sellers must respond to Buyer inquiries within [number] hours and must maintain performance standards on matters including order defect rate, late shipment rate, cancellation rate and Buyer satisfaction, as determined by the Marketplace Operator from time to time. Failure to meet such standards may result in restrictions under these Terms.

Sellers are solely responsible for determining, collecting, reporting and remitting all Taxes applicable to their Transactions and income, except where the Marketplace Operator is required by Applicable Law to collect or remit Taxes on their behalf.

Sellers shall maintain adequate insurance coverage appropriate to their business and Items, and shall retain records of Transactions for the period required by Applicable Law or, if longer, [number] years.

Users must not list, offer, sell, purchase or promote any Item that is illegal, counterfeit, stolen, infringing, hazardous, or otherwise prohibited by Applicable Law, including Items in the following categories: controlled substances, weapons and explosives, human remains, endangered species and their products, and any Items in the further categories identified in [prohibited items list location], which the Marketplace Operator may update from time to time.

Certain Items may be sold only with the Marketplace Operator's prior written approval or subject to additional conditions. Sellers are responsible for ascertaining whether an Item is restricted and for obtaining all necessary approvals and licenses.

Users must not: (i) infringe or misappropriate the intellectual property, privacy or other rights of any person; (ii) post false, defamatory, obscene, harassing, discriminatory or otherwise unlawful content; (iii) engage in fraud, money laundering, terrorist financing or sanctions evasion; or (iv) use the Platform for any purpose that violates Applicable Law.

Users must not manipulate the Platform, including by: manipulating search rankings, prices, ratings or reviews; creating fictitious Accounts or Transactions; engaging in shill bidding or fee avoidance; or using fake or incentivized reviews.

Users must not circumvent the Platform by directing Buyers or Sellers to complete a Transaction outside the Platform, or by accepting payment outside the Platform, in each case where the Transaction was initiated or the counterparty was identified through the Platform. Any such conduct constitutes a material breach of these Terms and entitles the Marketplace Operator to charge Fees as if the Transaction had been concluded on the Platform.

Users must not use automated means, including bots, scrapers or crawlers, to access the Platform, nor interfere with or disrupt its operation, introduce malicious code, attempt to gain unauthorized access, probe or test its vulnerabilities, or reverse engineer any of its software.

The Marketplace Operator may remove any Listing or User Content, withhold any Payout, and take any other action under these Terms in respect of any actual or suspected violation of this section, and may report suspected unlawful activity to competent authorities and cooperate with their investigations.

A Transaction is formed directly between the Buyer and the Seller when the Seller accepts an Order or, where the Platform provides for automatic acceptance, when the Order is confirmed through the Platform. The Marketplace Operator is not a party to the Transaction and has no obligation to perform it.

The Seller is responsible for fulfilling the Order, including packaging, shipping, delivery, performance of services, installation, warranty, and after-sales support. The risk of loss in respect of an Item passes in accordance with the Seller's Listing and Applicable Law.

Buyers must pay the total price stated at checkout, including any Taxes and shipping charges, and must provide accurate delivery and contact information. Buyers are responsible for inspecting Items upon receipt and for notifying the Seller and, where applicable, the Marketplace Operator of any non-conformity within [number] days of delivery.

Sellers must publish and honor clear cancellation, return and refund policies that comply with Applicable Law and that are not less favorable to Buyers than the minimum standards, if any, set by the Marketplace Operator from time to time. Where a Seller has not published a policy, the default policy published by the Marketplace Operator on the Platform shall apply.

A Buyer may cancel an Order before dispatch, unless the Item is made to order or personalized, subject to any rights or restrictions under Applicable Law. A Seller may cancel an Order only for legitimate reasons such as stock unavailability, pricing error, or suspected fraud, and shall promptly notify the Buyer and the Marketplace Operator. Excessive Seller cancellations may result in penalties.

Sellers and Buyers may communicate through the Platform's messaging tools for purposes related to Transactions only. Communications may be monitored and retained by the Marketplace Operator for fraud prevention, quality assurance and dispute resolution purposes.

Any warranty, guarantee or representation relating to an Item is given solely by the Seller and not by the Marketplace Operator. Buyers' claims relating to Items shall be directed in the first instance to the Seller, subject to the Dispute process set out in these Terms.

Sellers shall pay to the Marketplace Operator the Fees set out on the Platform or otherwise notified to them, which may include a commission of [percentage] percent of the total Transaction value, a fixed fee of [amount] per Transaction, listing fees of [amount], and subscription or other fees of [amount]. Buyers shall pay any service fees disclosed at checkout.

Fees are calculated on the total amount paid by the Buyer for the Transaction, including the Item price, shipping and handling, gift wrapping and any other charges, but excluding Taxes unless Applicable Law requires otherwise. Fees are non-refundable except as expressly stated in these Terms or as required by Applicable Law.

The Marketplace Operator may deduct Fees from Transaction proceeds before making a Payout, and may set off any amount owed to it by a Seller against any amount payable to that Seller. Where proceeds are insufficient, the Seller shall pay the outstanding balance within [number] days of invoice, failing which interest shall accrue at the rate of [percentage] percent per [period], or the maximum rate permitted by Applicable Law if lower, together with recovery costs.

All Fees are stated exclusive of Taxes. Each User is responsible for all Taxes arising from its use of the Platform and its Transactions. If the Marketplace Operator is required to collect or pay any Taxes in respect of Fees or Transactions, the relevant User shall pay such amounts in addition to the Fees.

The Marketplace Operator may collect, withhold and remit Taxes on Transactions where required by Applicable Law and may require Sellers to provide tax documentation. Failure to provide requested tax documentation may result in withholding at the maximum applicable rate and suspension of Payouts.

All amounts shall be denominated and paid in [currency]. Where a payment is made in another currency, conversion shall be at the rate determined by the Marketplace Operator or its payment service provider, and the User shall bear all conversion costs.

The Marketplace Operator may introduce new Fees, or change existing Fees, in accordance with the section on acceptance and modification of these Terms.

By placing an Order, the Buyer authorizes the Marketplace Operator, directly or through one or more payment service providers, to collect the total amount payable for the Transaction using the Buyer's selected payment method. Each Seller authorizes the Marketplace Operator to collect such funds on its behalf and to hold, apply and disburse them in accordance with these Terms.

Funds collected from Buyers will be held in a Payment Account pending release. Such funds do not constitute deposits, are not insured, and do not bear interest for the benefit of any User. The Marketplace Operator may retain any interest or other benefit accruing on such funds to the extent permitted by Applicable Law.

The Marketplace Operator will release the Payout to the Seller after: (i) the Item has been confirmed as delivered or the service has been performed, and (ii) the expiry of a holding period of [number] days, unless an earlier or later release applies by reason of a Dispute, risk assessment or other provision of these Terms. Payouts shall be made to the Seller's verified payout account no more frequently than [frequency].

Sellers must provide and maintain valid payout details and complete any verification required by the Marketplace Operator or its payment providers. The Marketplace Operator is not liable for delays or misdirected Payouts caused by inaccurate details supplied by the Seller. Minimum payout thresholds of [amount] may apply.

The Marketplace Operator may delay, withhold, reserve or reverse any Payout where it reasonably suspects fraud, a violation of these Terms or of Applicable Law, an elevated risk of chargebacks or refunds, or where required by a competent authority. The Marketplace Operator may establish rolling reserves for Sellers it considers high risk.

Refunds shall be issued to the Buyer's original payment method, or by such other means as the Marketplace Operator determines, where: (i) an Order is canceled; (ii) a Dispute Decision so provides; or (iii) a Seller authorizes or agrees to a refund. The Marketplace Operator may recover the refunded amount, together with associated Fees and costs, from the Seller by deduction from future Payouts, set-off, or direct demand.

The Seller is liable for all chargebacks, reversals, payment disputes and penalties levied by card networks or payment providers in connection with its Transactions, and the Marketplace Operator may deduct such amounts, together with an administrative charge of [amount], from the Seller's Payouts or require direct payment.

Unclaimed or undeliverable Payouts shall be handled in accordance with Applicable Law. The Marketplace Operator may charge reasonable administration fees for managing dormant funds where permitted.

Buyers and Sellers are encouraged to resolve any Dispute amicably and directly through the Platform's messaging system within [number] days after the Dispute arises. A Buyer may open a formal Dispute through the Platform within [number] days after the estimated or actual delivery date, or the date of performance, whichever is later.

Where the Dispute is not resolved between the parties, either party may escalate the Dispute to the Marketplace Operator. Upon escalation, both parties agree to submit to the Marketplace Operator's review and determination of the Dispute in accordance with this section.

Each party shall provide such evidence and information as the Marketplace Operator reasonably requests, including order details, communications, photographs, proof of shipment and proof of delivery, within [number] days of the request. Failure to respond in a timely manner may result in a Dispute Decision being made on the basis of the information then available.

The Marketplace Operator shall review each escalated Dispute in good faith and in its sole discretion, applying these Terms, the Listing, applicable Seller policies and any standards it considers appropriate. The Marketplace Operator is not bound by formal rules of evidence or procedure and need not provide detailed reasons for its decision.

The Dispute Decision is final and binding on the Buyer and the Seller as regards the allocation of the funds held or payable through the Platform in respect of the Transaction, including full or partial refunds, release of Payouts, or return of Items. The parties agree to comply with the Dispute Decision, and each authorizes the Marketplace Operator to implement it, including by deducting amounts from Payouts and debiting or crediting payment methods.

Where the Dispute Decision requires the return of an Item, the party responsible for the cost of return shall be as determined in the Dispute Decision. Failure by a Seller to comply with a Dispute Decision may result in suspension or termination of the Seller's Account and recovery of amounts due.

The Marketplace Operator's role in resolving Disputes is administrative and is not an arbitration, mediation or judicial proceeding. The Dispute Decision does not preclude a party from asserting claims against the other party in accordance with the section on governing law and dispute resolution, provided that the party shall give effect to the Dispute Decision as regards funds already released or refunded and that the Marketplace Operator shall not be a party to any such claim.

The Marketplace Operator may decline to review a Dispute that is submitted after the applicable deadline, is fraudulent, is vexatious or concerns prohibited Items, and may limit the number of Dispute escalations by any User. Repeated abuse of the Dispute process may lead to Account restrictions.

Buyers may submit ratings and reviews of Sellers and Items following a completed Transaction. Reviews must be truthful, based on genuine experience, and compliant with the Marketplace Operator's content standards and these Terms.

You retain ownership of your User Content. By submitting User Content, you grant the Marketplace Operator a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, display and create derivative works from such User Content, in any media, for the purposes of operating, promoting and improving the Platform and the Services.

You represent and warrant that you own or have all necessary rights to submit your User Content and to grant the above license, and that your User Content, and its use as contemplated by these Terms, does not and will not violate Applicable Law or the rights of any third party.

The Marketplace Operator may, but is not obliged to, moderate, edit, refuse to publish, or remove any User Content, including reviews, at its sole discretion. Reviews will not be removed solely because they are negative, but the Marketplace Operator may remove reviews that it determines are fraudulent, abusive, irrelevant, or in breach of these Terms.

Sellers must not offer incentives for positive reviews, pressure Buyers to modify or withdraw reviews, or post reviews of their own or competitors' Items. Ratings and review data may be used by the Marketplace Operator in determining search rankings, Seller performance standards, and Account status.

User Content represents the views of the relevant User and not those of the Marketplace Operator. The Marketplace Operator does not endorse or accept responsibility for any User Content, and you use any information from User Content at your own risk.

The Marketplace Operator may establish a procedure for notifying it of User Content alleged to be unlawful or to infringe rights. Upon receiving a notice that satisfies the requirements published on the Platform, the Marketplace Operator may remove or disable access to the content and may terminate Accounts of repeat infringers.

The Platform, the Services, and all software, designs, text, graphics, logos, trademarks, trade names, databases and other materials made available by the Marketplace Operator (excluding User Content) are and remain the exclusive property of the Marketplace Operator or its licensors, and are protected by intellectual property laws. Nothing in these Terms transfers any ownership interest to any User.

Subject to your compliance with these Terms, the Marketplace Operator grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and the Services solely for your personal or internal business purposes of buying or selling Items in accordance with these Terms.

You must not copy, modify, distribute, sell, lease, reverse engineer, decompile or create derivative works from the Platform or any part of it, or use the Marketplace Operator's trademarks, logos or branding without its prior written consent.

Each Seller retains all rights in its own trademarks, logos and product materials, and grants the Marketplace Operator a license to use them as described in the section on ratings, reviews and User Content, including to display and promote the Seller's Listings on the Platform and in marketing channels operated by the Marketplace Operator or its partners.

Sellers shall not list Items that infringe the intellectual property rights of any third party. The Marketplace Operator may adopt and enforce a policy on the reporting and handling of intellectual property complaints, including the removal of Listings and the disclosure of Seller identity and contact details to the rights holder where permitted by Applicable Law.

If you provide suggestions, ideas, feedback or proposals regarding the Platform, you grant the Marketplace Operator a perpetual, irrevocable, worldwide, royalty-free license to use them without any obligation or compensation to you.

All rights not expressly granted in these Terms are reserved by the Marketplace Operator.

The Marketplace Operator collects, uses, stores and discloses personal data in connection with the Platform in accordance with its privacy policy available at [Privacy Policy URL], which describes the categories of personal data collected, the purposes of processing, the retention periods, and the rights of data subjects. The privacy policy is made available to Users for information purposes and does not form part of these Terms to the extent that it is inconsistent with them.

By using the Platform, you acknowledge that the Marketplace Operator will process your personal data as necessary to provide the Services, to process payments and Payouts, to prevent fraud and ensure security, to resolve Disputes, to comply with legal obligations, and to pursue its legitimate business interests.

To enable Transactions, the Marketplace Operator will share certain personal data of Buyers, such as name, delivery address and contact details, with the relevant Seller, and certain information of Sellers with Buyers. Each recipient User acts as an independent controller of such data and must use it solely for the fulfillment of the Transaction and in compliance with Applicable Law on data protection.

Users must not use personal data of other Users for marketing or any purpose unrelated to the relevant Transaction without a lawful basis and the consent of the data subject where required. Users must implement appropriate technical and organizational measures to protect such data.

The Marketplace Operator may disclose personal data to its affiliates, service providers, payment processors, professional advisers, and to law enforcement, regulators and courts where it considers disclosure necessary to comply with legal obligations or to protect its rights or the rights of others. Personal data may be transferred to and processed in countries other than your own, subject to appropriate safeguards where required by Applicable Law.

The Marketplace Operator implements reasonable security measures but cannot guarantee the absolute security of data transmitted via the internet. You acknowledge that you transmit data at your own risk.

Data subjects may exercise their rights under Applicable Law by contacting the Marketplace Operator at [Data Protection Contact Email]. The Marketplace Operator shall respond to such requests in accordance with Applicable Law.

You may close your Account at any time by following the closure procedure on the Platform, provided that all pending Orders, Disputes and outstanding obligations are completed or settled. Closure does not relieve you of liabilities incurred before closure.

The Marketplace Operator may, in its sole discretion and with or without notice, suspend, restrict, limit the functionality of or terminate any Account, or remove any Listing or User Content, if it reasonably believes that: (i) you have breached these Terms or any policy; (ii) your conduct creates risk of harm or liability for the Marketplace Operator, other Users, or third parties; (iii) you have engaged in fraudulent or unlawful activity; (iv) your Seller performance falls below the applicable standards; (v) it is required by Applicable Law or a competent authority; or (vi) your Account has been inactive for [number] months.

The Marketplace Operator may also terminate the provision of the Services, or terminate these Terms with respect to any User, for convenience upon [number] days' notice to the User, unless a shorter period is permitted or required by Applicable Law.

Upon suspension or termination, the Marketplace Operator may: cancel pending Orders; refund Buyers; withhold Payouts for a period of up to [number] days to cover potential refunds, chargebacks, penalties, Fees and Disputes; and set off any amounts owed to it. Following that period, any remaining balance shall be paid to the Seller, subject to Applicable Law.

Where the Marketplace Operator terminates an Account, the affected User must not register a new Account without its prior written consent. The Marketplace Operator may take technical and legal measures to prevent re-registration and may share relevant information with other platforms, payment providers and authorities where permitted by Applicable Law.

A User may appeal a restriction or termination by submitting a written request to [Appeals Contact Email] within [number] days of notice, setting out the grounds. The Marketplace Operator will consider the appeal in good faith but is not obliged to reinstate the Account, and its decision on the appeal shall be final.

Upon termination, all licenses granted to the User cease immediately. The provisions of these Terms which by their nature are intended to survive termination, including those relating to Fees, payments, intellectual property, disclaimers, limitation of liability, indemnification, governing law and dispute resolution, shall survive.

The Platform and the Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by Applicable Law, the Marketplace Operator disclaims all warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.

The Marketplace Operator makes no representation or warranty regarding any Item, Listing, Seller, Buyer or User Content, including as to their quality, safety, legality, authenticity or availability, or regarding the ability or willingness of any User to complete a Transaction. You assume all risks associated with dealing with other Users.

The Marketplace Operator does not warrant that the Platform will be free from interruptions, delays, viruses, security breaches or other harmful components, or that defects will be corrected. The Marketplace Operator is not responsible for failures of third-party networks, payment providers, or hosting services.

To the fullest extent permitted by Applicable Law, the Marketplace Operator, its affiliates, directors, officers, employees, agents and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, arising out of or in connection with these Terms, the Platform, the Services or any Transaction, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

To the fullest extent permitted by Applicable Law, the total aggregate liability of the Marketplace Operator arising out of or in connection with these Terms, the Platform, the Services and any Transaction shall not exceed the lesser of: (i) the total Fees paid by you to the Marketplace Operator in the [number] months preceding the event giving rise to the claim; and (ii) [amount].

The Marketplace Operator shall not be liable for any act or omission of any User, including any Seller's failure to deliver or any Item that is defective, counterfeit or unlawful, nor for any Dispute Decision made in good faith. Any claim you have in respect of a Transaction lies against the other User.

The Marketplace Operator shall not be liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, pandemic, power failures, internet or telecommunications failures, or acts of third-party service providers.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law. Some jurisdictions do not allow certain exclusions or limitations, and in such cases the exclusions and limitations apply only to the maximum extent permitted.

You shall defend, indemnify and hold harmless the Marketplace Operator, its affiliates, and their respective directors, officers, employees, agents, successors and assigns (the "Indemnified Parties") from and against any and all claims, demands, actions, losses, liabilities, damages, penalties, fines, costs and expenses, including reasonable legal fees, arising out of or related to: (i) your breach of these Terms or any policy; (ii) your use or misuse of the Platform or the Services; (iii) your User Content; (iv) your violation of Applicable Law or the rights of any third party; and (v) any Transaction to which you are party.

Without limiting the foregoing, each Seller shall specifically indemnify the Indemnified Parties against all claims, losses and expenses arising from or relating to: (i) any Item or Listing, including any claim of defect, personal injury, death, property damage, product liability or intellectual property infringement; (ii) any failure to collect, report or remit Taxes; (iii) any recall, return or refund obligation; and (iv) any claim by a Buyer or third party relating to the Seller's acts or omissions.

The Marketplace Operator shall give notice of any claim for which it seeks indemnification, provided that failure to give prompt notice shall relieve the indemnifying User of its obligations only to the extent it is materially prejudiced thereby.

The Marketplace Operator shall have the right to assume control of the defense and settlement of any claim subject to indemnification, at the indemnifying User's expense, and the User shall cooperate fully. The User shall not settle any claim in a manner that imposes any obligation or admission on an Indemnified Party without its prior written consent.

The Marketplace Operator may recover indemnified amounts by deduction from Payouts, by set-off, or by direct claim against the indemnifying User.

The obligations in this section shall survive the termination of these Terms and the closure of your Account.

These Terms, and any dispute, claim or controversy arising out of or in connection with them, their subject matter, formation, or the Platform (including non-contractual disputes), shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

Before initiating any formal proceedings against the Marketplace Operator, you shall first notify the Marketplace Operator in writing at [Legal Notices Address or Email], describing the nature of the claim and the relief sought, and the parties shall attempt in good faith to resolve the matter within [number] days of receipt of that notice.

Any dispute, claim or controversy between you and the Marketplace Operator which is not resolved under the preceding clause shall be finally settled by binding arbitration administered by [Arbitration Institution] in accordance with its rules in force at the date of commencement. The tribunal shall consist of [number] arbitrator(s), the seat of arbitration shall be [City, Jurisdiction], the language of the arbitration shall be English, and the award shall be final and binding on the parties.

To the fullest extent permitted by Applicable Law, all claims shall be brought only in your individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims of more than one person.

Notwithstanding the foregoing, the Marketplace Operator may seek injunctive or other equitable relief in the courts of [Jurisdiction] to protect its intellectual property rights, confidential information or the security of the Platform, and you consent to the exclusive jurisdiction of those courts for such purpose. Any matter that is not subject to arbitration under Applicable Law shall be submitted to the exclusive jurisdiction of the courts of [Jurisdiction].

Any claim or cause of action arising out of or related to these Terms or the Platform must be commenced within [number] year(s) after the cause of action accrues, failing which it is permanently barred, to the extent permitted by Applicable Law.

Nothing in this section deprives a consumer of any mandatory right to bring proceedings before the courts or authorities of its place of residence where Applicable Law so requires and such right cannot be waived by agreement.

The prevailing party in any proceedings between you and the Marketplace Operator shall be entitled to recover its reasonable costs and legal fees to the extent permitted by Applicable Law and by the applicable arbitration rules.

These Terms, together with any policies and additional terms expressly incorporated by reference, constitute the entire agreement between you and the Marketplace Operator regarding the Platform and the Services, and supersede all prior and contemporaneous understandings, agreements, representations and communications, whether written or oral, relating to that subject matter.

The Marketplace Operator may assign, transfer or subcontract any of its rights or obligations under these Terms, in whole or in part, without your consent, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets. You may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Marketplace Operator, and any purported assignment in violation of this clause is void.

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible, or severed if necessary, and the remaining provisions shall continue in full force and effect.

No failure or delay by the Marketplace Operator in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it. A waiver is effective only if in writing and signed by an authorized representative of the Marketplace Operator.

Notices to you may be given by email to the address associated with your Account, by posting on the Platform, or by any other means reasonably calculated to reach you, and shall be deemed received [number] hours after sending or posting. Notices to the Marketplace Operator must be sent to [Notice Address and Email] and are effective upon actual receipt.

Nothing in these Terms confers any right or remedy on any third party, other than the Indemnified Parties and affiliates of the Marketplace Operator, who may enforce the relevant provisions. Buyers and Sellers are not third-party beneficiaries of one another's agreements with the Marketplace Operator, save as expressly stated in these Terms.

The Marketplace Operator shall not be in breach of these Terms or liable for any delay or failure in performance caused by circumstances beyond its reasonable control. Each User shall comply with all applicable export control, sanctions and anti-corruption laws and represents that it is not subject to any sanctions or restrictions that would prohibit it from using the Platform.

Rights and remedies of the Marketplace Operator under these Terms are cumulative and in addition to any rights and remedies available under Applicable Law. The Marketplace Operator may enforce these Terms against Users by any lawful means.