Marketplace & Seller Agreement

This Marketplace & Seller Agreement ("Agreement") governs your use of the KeyBind Module Marketplace (the "Marketplace") as a buyer, a seller, or both. It supplements and is part of our Terms of Service. Capitalized terms not defined here have the meaning given in the Terms of Service. The Marketplace is operated by Stanbren LLC, a Delaware limited liability company ("Stanbren," "we," "us," or "our").

By buying, selling, listing, or downloading a Module, you agree to this Agreement.

1. Definitions

• "Module" — a packaged automation product listed for distribution on the Marketplace.
• "Seller" — a user who lists a Module for download or sale.
• "Buyer" — a user who acquires a Module (by purchase, Module Credit redemption, or free download).
• "Listing" — a Module's Marketplace page, including its description, price, and metadata.
• "Module Credit" — a credit that a Pro subscriber may redeem to acquire an eligible paid Module at no charge, without compensation to the Seller, as described in Sections 3 and 5.2.
• "List Price" — the price a Seller sets for a paid Module at the time of a transaction.
• "Payment Processor" — our third-party payment and payout provider.
• "Processor Fees" — transaction and payout fees charged by the Payment Processor.
• "Net Proceeds" — the amount of a paid Module transaction remaining after Processor Fees, refunds, chargebacks, taxes required to be withheld, and any reversals.

2. Buying Modules

You may acquire Modules by (a) purchasing them for the List Price, (b) redeeming a Module Credit for an eligible paid Module, or (c) downloading free Modules at no charge. Stanbren is the merchant of record for paid Modules (see Section 5.6); the Module itself is licensed to you by the Seller as its owner.

License to Buyers. When you acquire a Module, the Seller (or Stanbren on the Seller's behalf) grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use that Module for your own lawful use in connection with the App, subject to any additional license terms the Seller lawfully includes and that are consistent with this Agreement. Unless expressly stated, you may not redistribute, resell, or publish a Module you acquired.

No warranty from Stanbren. Modules provided by third-party Sellers are not created, endorsed, or warranted by Stanbren. You acquire and run Modules at your own risk. Because Modules can automate input and interact with your device, files, and applications, you are responsible for reviewing a Module's behavior before use.

3. Module Credits

Pro subscribers receive one (1) Module Credit per month as part of their subscription.

• A Module Credit may be redeemed to acquire one eligible paid Module at no charge. Sellers consent to this and are not compensated for Module Credit redemptions (see Section 5.2). [Confirm eligibility rules: e.g., any paid Module, or Modules up to a maximum List Price of $___.]
• Module Credits have no cash value, are non-refundable, are not transferable, and cannot be exchanged for money.
• [Confirm expiration: Module Credits expire __ / do not expire / expire at the end of each billing period.]
• We may set reasonable rules on the number of Module Credits that can be earned, held, or redeemed.

Redeeming a Module Credit grants you the same Buyer license described in Section 2.

4. Selling Modules

4.1 Eligibility and Onboarding

To sell Modules, you must register as a Seller and complete onboarding with our Payment Processor, including any identity, tax, and bank/payout verification the Payment Processor requires. You must provide accurate information and keep it current. You are responsible for maintaining your Payment Processor account in good standing; we cannot pay out to a Seller whose payout account is incomplete, restricted, or suspended.

4.2 Listing Standards

Each Module you list must:

• comply with our Acceptable Use Policy;
• be accurately described, including its behavior, permissions, and any data it accesses or transmits;
• not contain malware, spyware, credential harvesting, hidden data exfiltration, or other prohibited functionality; and
• not infringe any third party's intellectual property or other rights.

We may review, reject, remove, or delist any Module at our discretion, including for suspected policy violations, security concerns, or legal risk.

4.3 License You Grant

You grant Stanbren a worldwide, non-exclusive license to host, store, reproduce, sign, distribute, market, display, and make your Module available to Buyers through the Marketplace, and to enable Buyers to install and use the Module as described in Section 2. You grant Buyers the license described in Section 2. You retain ownership of your Module.

4.4 Your Warranties

You represent and warrant that you own or have all rights necessary to list and license the Module, that the Module does not violate this Agreement or any law, and that the Module and its description are not misleading.

5. Revenue Share and Payouts

5.1 Revenue Share

For each cash purchase of a paid Module (that is, a purchase paid for at the List Price — as distinct from a Module Credit redemption under Section 5.2), the Net Proceeds are shared 70% to the Seller and 30% to Stanbren.

5.2 Module Credit Redemptions (Uncompensated)

Pro subscribers may use their monthly Module Credit to acquire an eligible paid Module. A Module Credit redemption is provided to the Buyer at no charge, and no revenue share, fee, or other compensation is owed or paid to the Seller for it.

By listing a paid Module, you expressly consent to that Module being made available to, and acquired by, Pro subscribers through Module Credit redemption on an uncompensated basis, and you acknowledge and agree that:

• you are compensated only for cash purchases of your Module under Section 5.1;
• you will receive no compensation for Module Credit redemptions, regardless of how many occur;
• Module Credit redemptions are not a cash sale, do not generate Net Proceeds, and do not entitle you to any payout; and
• you may not be shown, on a per-acquisition basis or in aggregate, how many acquisitions of your Module were Module Credit redemptions rather than cash purchases.

This consent is a condition of listing a paid Module on the Marketplace. Your acceptance is recorded at the time you list the Module. [CONFIRM your intended eligibility rule: e.g., every paid Module is automatically eligible for Module Credit redemption / a Seller may mark a Module as ineligible for Module Credit redemption in Seller settings.]

5.3 Payout Timing and Thresholds

Payouts are made through the Payment Processor on a [weekly / monthly / rolling] basis, subject to a minimum payout threshold of $___ and the Payment Processor's own timing and holds. We may delay, hold, or offset payouts to account for refunds, chargebacks, suspected fraud, disputes, or investigation of policy violations.

5.4 Refunds, Chargebacks, and Reversals

If a transaction is refunded, reversed, or charged back, the corresponding amount (including any Seller share already paid or accrued) is deducted from the Seller's balance or future payouts. Chargeback and dispute fees charged by the Payment Processor may be passed through. See the Refund & Cancellation Policy.

5.5 Taxes

As merchant of record (Section 5.6), Stanbren is responsible for determining, collecting, and remitting any sales, use, VAT, GST, or similar transaction taxes due on the sale of Modules to Buyers, where applicable. Payouts to Sellers are stated exclusive of such transaction taxes.

You (as a Seller) remain solely responsible for your own income taxes and any other taxes arising from your payouts. The Payment Processor may collect your tax information and may issue tax forms or report your earnings to tax authorities. You are responsible for keeping your tax and payout information with the Payment Processor accurate and current.

5.6 Merchant of Record

Stanbren is the merchant of record for all Module sales. This means Stanbren is the seller of record to the Buyer, processes the payment, and is responsible for collecting and remitting applicable sales/transaction taxes on the sale. The Seller is a supplier and licensor of the Module: the Seller authorizes Stanbren to sell and distribute access to the Module, and the Module is licensed to the Buyer as described in Section 2. Stanbren's role as merchant of record does not make Stanbren the author of, or warrantor for, any third-party Module, which remains subject to the disclaimers in Section 10.

5.7 Currency

All List Prices, transactions, and payouts are denominated and settled in U.S. dollars (USD). Any currency conversion for Buyers or Sellers, and any related fees, are handled by the Payment Processor or the user's own bank and are not the responsibility of Stanbren.

6. Prohibited Modules

You may not list, and Buyers may not use, Modules that:

• contain malware, spyware, ransomware, keyloggers used for theft, or hidden data exfiltration;
• harvest credentials, impersonate, or facilitate phishing or fraud;
• capture another person's screen, input, or audio without lawful consent;
• automate third-party services in violation of those services' terms (including cheating that violates a game's terms, scalping, or prohibited scraping);
• circumvent security, licensing, DRM, or the Marketplace's Module signing;
• infringe intellectual property or other rights; or
• otherwise violate the Acceptable Use Policy or applicable law.

7. Copyright, DMCA, and Takedowns

We respect intellectual property rights and expect users to do the same. We will remove or disable access to Modules or content that we determine, in our discretion, to infringe.

Notices of alleged infringement. If you believe a Module or content on the Marketplace infringes your copyright, send a notice to our designated agent that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and enough information to locate it; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and you are authorized to act.

Designated agent: [DMCA Agent Name] Stanbren LLC [COMPANY MAILING ADDRESS] Email: dmca@keybind.net

Counter-notices and repeat infringers. Affected Sellers may submit a counter-notice with the information required by law. We will terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

8. Suspension and Delisting

We may suspend a Seller, delist or remove any Module, and withhold or reverse payouts associated with prohibited, infringing, fraudulent, or policy-violating activity, or as required by law. We may also delist Modules for security reasons. Amounts properly owed for legitimate, completed, non-reversed transactions will be paid subject to this Agreement.

9. Indemnification

You (as a Seller) will indemnify and hold harmless Stanbren and its owners, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or relating to your Modules, your Listings, your breach of this Agreement, or your violation of any law or third-party rights.

10. Disclaimers and Limitation of Liability

The Marketplace, Modules, and payout functionality are provided "as is," subject to the disclaimers and limitations of liability in Sections 13 and 14 of the Terms of Service, which are incorporated by reference. Stanbren facilitates transactions and payouts but does not guarantee any level of sales, earnings, or Module performance.

11. Changes and Termination

We may modify this Agreement or the Marketplace, including revenue share terms and Module Credit rules, on reasonable notice. Changes apply to transactions occurring after they take effect. You may stop selling at any time; we may suspend or terminate your participation as described here and in the Terms of Service. Provisions that by their nature should survive will survive termination.

12. Contact

Stanbren LLC [COMPANY MAILING ADDRESS] Email: support@keybind.net