Seller Agreement

1. Agreement and scope

This Seller Agreement is a legally binding agreement between you and Sporfia. It applies to all seller-facing services, including seller applications, brand profiles, store pages, product listings, inventory, orders, customer communications, payment processing, payouts, subscriptions, marketplace fees, analytics, and other seller tools.

If you accept this Agreement on behalf of a company, partnership, limited liability company, corporation, brand, or other organization, you represent and warrant that you have authority to legally bind that entity. In that situation, the words “you” and “Seller” include both you personally and the entity you represent.

If you do not agree to every applicable term, you may not apply to sell, connect a payment account, create a store, publish listings, accept orders, or otherwise use Sporfia seller services.

This Seller Agreement supplements the Sporfia Terms of Service. If a conflict exists between this Seller Agreement and the general Terms of Service concerning seller activity, this Seller Agreement controls to the extent of that conflict.

2. Definitions

3. Seller eligibility

To become or remain a Seller, you represent and warrant that:

• You are at least 18 years old and legally capable of entering into binding contracts.
• You are the lawful owner of the business or are authorized to act on its behalf.
• The information you provide is complete, accurate, current, and not misleading.
• You are legally permitted to conduct business and sell your Products in every jurisdiction where you operate or ship.
• You possess all licenses, registrations, permits, approvals, insurance, and tax registrations required for your business and Products.
• You are not prohibited, restricted, sanctioned, suspended, or otherwise legally barred from using Sporfia, Stripe, banking services, or payment processing services.
• You will comply with all applicable federal, state, local, and international laws, regulations, industry requirements, payment-network rules, and marketplace policies.

Sporfia may request documentation or additional information to verify your identity, business, authority, Products, inventory, licenses, or compliance. Failure to provide requested information may result in rejection, restriction, suspension, or termination.

4. Seller account requirements

You are responsible for all activity conducted through your Seller account, store, brand, team-member access, and Connected Account.

You agree to:

• Provide and maintain accurate legal, business, contact, tax, banking, and ownership information.
• Keep passwords, authentication codes, API credentials, and account access confidential.
• Restrict account access to authorized individuals.
• Promptly remove access for former employees, contractors, partners, or representatives.
• Immediately notify Sporfia of suspected fraud, unauthorized access, compromised credentials, ownership disputes, or security incidents.
• Keep your email address, telephone number, business address, return address, and support information current.
• Maintain only one account or store per business unless Sporfia expressly authorizes additional accounts or brands.
• Not sell, transfer, lease, sublicense, or assign your Seller account without prior written approval from Sporfia.

Sporfia is not responsible for losses caused by your failure to secure your account, control authorized users, maintain accurate information, or notify us of unauthorized activity.

5. Store review and approval

Submitting a seller application, connecting Stripe, or completing identity verification does not guarantee approval to sell.

Sporfia may review a Seller's business, Products, ownership, public reputation, compliance history, Connected Account status, product quality, customer service practices, and any other information reasonably relevant to marketplace safety or suitability.

A store may remain in draft, pending, restricted, or inactive status until all required steps are completed and Sporfia enables selling privileges.

Sporfia may approve, reject, condition, delay, limit, or revoke selling privileges in its reasonable discretion, including where:

• Information is incomplete, unverifiable, inaccurate, or misleading.
• Stripe has not enabled charges, payouts, or required account capabilities.
• Products, business practices, or seller history create legal, financial, reputational, fraud, intellectual-property, safety, or customer-service concerns.
• The Seller fails to satisfy Sporfia's quality, operational, or marketplace standards.

Sporfia is not obligated to disclose confidential risk, fraud, security, legal, or internal review criteria.

6. Independent seller status

Sellers are independent businesses and are not employees, agents, partners, franchisees, joint venturers, representatives, or legal affiliates of Sporfia.

Sporfia provides technology and marketplace services that allow independent Sellers and Buyers to connect. Unless Sporfia expressly identifies itself as the direct seller of a particular Product, the Seller—not Sporfia—is the merchant, retailer, supplier, and party responsible for the Product and its sale.

The Seller is solely responsible for:

• Selecting, sourcing, manufacturing, owning, storing, pricing, marketing, and describing its Products.
• Product safety, quality, authenticity, legality, labeling, packaging, warranties, warnings, and regulatory compliance.
• Inventory accuracy and availability.
• Fulfilling orders and communicating with Buyers.
• Shipping, delivery, returns, exchanges, refunds, recalls, and customer support.
• Taxes, licenses, permits, insurance, and business expenses.
• Acts and omissions of its owners, employees, contractors, suppliers, manufacturers, warehouses, fulfillment providers, and agents.

Nothing in this Agreement authorizes a Seller to make promises, representations, warranties, or commitments on behalf of Sporfia.

7. Products and listings

Sellers are solely responsible for every Product, listing, image, description, specification, variation, price, inventory quantity, shipping option, and other information published through the Marketplace.

By creating a listing, you represent and warrant that:

• You own the Product or have the legal right to sell it.
• Every listing is truthful, accurate, complete and not misleading.
• Product photographs accurately represent the item being sold.
• Inventory quantities are kept reasonably current.
• Prices are accurate and comply with applicable law.
• You will immediately correct inaccurate or outdated listings.
• Every Product complies with all applicable laws, regulations and industry standards.

Sporfia may edit, hide, suspend, reject or remove any listing that violates Marketplace policies or creates a legal, safety or reputational risk.

Sporfia is under no obligation to publish or continue displaying every listing submitted by a Seller.

8. Prohibited items

Sellers may not list, advertise or sell products that violate applicable law, payment network rules, Stripe requirements, intellectual property rights or Sporfia Marketplace policies.

Prohibited listings include, but are not limited to:

• Counterfeit products.
• Stolen property.
• Replica luxury goods.
• Illegal drugs or drug paraphernalia.
• Firearms where prohibited.
• Explosives.
• Hazardous chemicals.
• Products encouraging illegal activity.
• Items that infringe copyrights or trademarks.
• Fraudulent documents or counterfeit IDs.
• Products subject to government recalls.
• Unsafe children's products.
• Adult content prohibited by Marketplace policy.
• Products prohibited by Stripe or payment partners.

This list is illustrative only. Sporfia may determine additional categories of prohibited products at any time.

Sellers remain solely responsible for determining whether Products may legally be sold in every jurisdiction where they are offered.

9. Intellectual property

Sellers retain ownership of their trademarks, copyrights and other intellectual property rights in the content they upload.

By uploading any content to Sporfia, you grant Sporfia a worldwide, non-exclusive, royalty-free license to:

• Display your listings throughout the Marketplace.
• Resize, optimize and format uploaded images.
• Promote your Products through Marketplace search, collections, recommendations and advertising.
• Use listing content in emails, social media, promotional campaigns and advertisements relating to the Marketplace.
• Cache and reproduce listing content as reasonably necessary to operate the Marketplace.

This license continues until the content is removed from the Marketplace, except where copies remain in backups, transaction records or legal archives.

Sellers represent that they possess all rights necessary to grant this license.

Sellers shall not upload any content that infringes another person's copyright, trademark, patent, trade dress, publicity rights or other proprietary rights.

Sporfia may remove allegedly infringing content while investigating complaints.

10. Orders and fulfillment

Sellers are responsible for fulfilling every accepted order accurately and within the handling time displayed on the Marketplace.

Sellers agree to:

• Ship Products using commercially reasonable packaging.
• Provide tracking information whenever available.
• Maintain sufficient inventory.
• Notify customers of fulfillment delays.
• Respond to customer inquiries promptly.
• Honor applicable refund obligations.
• Comply with all shipping regulations.

Sellers may not intentionally delay shipments, manipulate inventory, falsify tracking information or mark orders as shipped before the carrier has accepted the shipment.

If a Seller repeatedly fails to fulfill orders, Sporfia may suspend listings, delay payouts, restrict selling privileges or terminate the Seller account.

Sellers remain responsible for Products until delivered to the Buyer, except where applicable law provides otherwise.

11. Payments and Stripe Connect

Sporfia uses Stripe Connect to facilitate payment processing between Buyers and independent Sellers. Every Seller must maintain a valid Stripe Connected Account in good standing before accepting orders.

By connecting a Stripe account, you authorize Sporfia to communicate with Stripe, retrieve account status, verify capabilities, receive webhook events, determine payout eligibility, and perform actions reasonably necessary to operate the Marketplace.

Sellers acknowledge that Stripe is an independent payment processor. The use of Stripe is governed by Stripe's own agreements, privacy policy, and connected account terms.

Sellers are responsible for:

• Maintaining accurate legal and banking information.
• Completing Stripe identity verification.
• Providing any information requested by Stripe.
• Maintaining eligibility to receive payouts.
• Resolving Stripe account restrictions or verification requests promptly.

Sporfia may temporarily disable selling if Stripe reports that charges, payouts, identity verification, or other required account capabilities are no longer available.

Sporfia is not responsible for delays, holds, investigations, reserves, reversals, frozen funds, payout interruptions, or other actions taken by Stripe or financial institutions.

12. Marketplace fees and commissions

Sellers agree to pay all applicable Marketplace fees, subscription fees, commissions, payment processing charges, taxes, and other amounts disclosed by Sporfia.

Current Marketplace fees may include:

• Monthly subscription plans.
• Sales commissions.
• Payment processing costs.
• Optional promotional services.
• Premium seller features.
• Other services voluntarily purchased by Sellers.

Fees may change from time to time. Updated pricing becomes effective upon publication unless another effective date is specified.

Sellers remain responsible for all applicable fees even if a Buyer later disputes a transaction, unless otherwise required by law.

Failure to pay Marketplace fees may result in delayed payouts, suspension of listings, cancellation of subscriptions, or termination of selling privileges.

13. Refunds, disputes and chargebacks

Sellers are responsible for resolving customer issues relating to their Products, including defective merchandise, inaccurate descriptions, fulfillment errors, shipping problems, warranty claims, and return requests.

Buyers may initiate disputes through Stripe, their payment provider, financial institution, or other legally available processes.

Sellers authorize Sporfia, where permitted by law and applicable payment agreements, to cooperate with Stripe during dispute investigations.

Sellers agree to provide requested evidence including:

• Shipping confirmations.
• Tracking information.
• Delivery confirmation.
• Customer communications.
• Invoices.
• Photographs.
• Proof of authenticity.
• Other supporting documentation.

If a refund, reversal, chargeback, payment dispute, fraud claim, or other adjustment occurs, Sellers remain responsible for the associated financial liability to the extent permitted by applicable law and payment network rules.

Sporfia may temporarily delay payouts while a dispute, investigation, fraud review, or legal process remains pending.

14. Taxes

Sellers are solely responsible for determining, collecting, reporting, filing and paying all taxes relating to their business activities, Products, services, income, sales, use, value-added tax (VAT), goods and services tax (GST), customs duties, import/export obligations and any other governmental charges.

Sellers represent that they have obtained every tax registration, permit and license required to conduct their business.

Sporfia does not provide tax, accounting or legal advice. Sellers should consult qualified professional advisors regarding their tax obligations.

Where legally required, Sporfia may collect, report or disclose tax information to governmental authorities.

15. Seller authorizations

Sellers authorize Sporfia to use, store, process and transmit seller information as reasonably necessary to operate the Marketplace.

This authorization includes, where applicable:

• Displaying Products to customers.
• Processing Marketplace transactions.
• Communicating with Buyers regarding orders.
• Sharing order information necessary for fulfillment.
• Receiving information from Stripe regarding Connected Account status.
• Performing fraud prevention and security reviews.
• Investigating Marketplace abuse.
• Responding to valid legal requests.
• Operating analytics, reporting and Marketplace improvements.

Sellers grant Sporfia permission to communicate with Stripe regarding Connected Accounts and acknowledge that certain account information may be exchanged between Stripe and Sporfia as necessary to provide payment services.

This authorization remains effective while the Seller maintains an active Marketplace account and afterward only as necessary to satisfy legal obligations, transaction records, audits, fraud investigations or dispute resolution.

16. Suspension and termination

Sporfia may suspend, restrict, limit, disable or permanently terminate a Seller account, store, product listing, Connected Account integration, or Marketplace access at any time where reasonably necessary to protect Buyers, Sellers, payment providers, or the Marketplace.

Reasons for suspension may include, without limitation:

• Violation of this Agreement.
• Violation of Marketplace policies.
• Fraud or suspected fraud.
• Counterfeit or illegal products.
• Repeated customer complaints.
• Excessive chargebacks.
• Poor fulfillment performance.
• Failure to complete Stripe verification.
• Security concerns.
• Legal or regulatory requirements.

Suspension may occur immediately without prior notice where Sporfia reasonably believes immediate action is necessary to protect users or comply with legal obligations.

Upon termination, product listings may be removed, selling privileges revoked, and Marketplace access disabled. Transaction records may continue to be retained as required by law.

17. Indemnification

Seller agrees to defend, indemnify and hold harmless Sporfia, its owners, officers, employees, contractors, affiliates, successors and service providers from any claims, damages, judgments, liabilities, penalties, losses, costs or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Seller's Products.
• Seller's business operations.
• Product defects.
• Intellectual property claims.
• Injury or property damage.
• Violation of applicable laws.
• Violation of this Agreement.
• Seller negligence or misconduct.
• Taxes or governmental obligations.
• Customer disputes.

These obligations survive suspension, account closure and termination of this Agreement.

18. Disclaimer of warranties and limitation of liability

THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPORFIA DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.

SPORFIA DOES NOT GUARANTEE:

• Continuous Marketplace availability.
• Uninterrupted service.
• Error-free software.
• Specific sales volume.
• Profitability.
• Search ranking.
• Customer traffic.
• Compatibility with every device.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPORFIA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WHERE PERMITTED BY LAW, SPORFIA'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL MARKETPLACE FEES PAID BY THE SELLER TO SPORFIA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19. Governing law and disputes

This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles.

Any dispute arising out of or relating to this Agreement or the Marketplace shall be brought in the state or federal courts located in Pennsylvania, and each party consents to the exclusive jurisdiction of those courts unless applicable law requires otherwise.

Before filing legal action, the parties agree to make reasonable efforts to resolve disputes through good faith discussions.

20. Changes to this Agreement

Sporfia may modify this Seller Agreement from time to time to reflect changes in Marketplace functionality, applicable law, payment requirements, business practices or operational needs.

Updated versions become effective on the date stated at the top of the Agreement unless otherwise specified.

Continued use of Seller services after an updated Agreement becomes effective constitutes acceptance of the revised terms.

21. Contact information