Marketplace Seller Agreement

This Marketplace Seller Agreement (the "Agreement") is entered into between Digital Mundo LLC, a Florida limited liability company doing business as SpeechTherapyMagic ("Company", "we", "us" or "our"), and the individual or entity that accepts this Agreement ("Seller", "you" or "your"). This Agreement governs your listing, offering and sale of Decks through the Magic Deck marketplace on speechtherapymagic.com (the "Marketplace"). It supplements, and is incorporated into, the SpeechTherapyMagic Terms of Service and Privacy Policy (together, the "Platform Terms"). In the event of a conflict between this Agreement and the Platform Terms with respect to selling on the Marketplace, this Agreement controls.

1. Definitions

1.1"Deck" means an interactive activity deck created in Magic Studio, including all text, images, audio, recordings, configurations and other content it contains.

1.2"Listing" means the offer of a Deck on the Marketplace, whether for a price or free of charge, together with its title, description, tags, preview images and other listing copy.

1.3"Buyer" means a user of the Service who purchases, or otherwise obtains access to, a Deck through the Marketplace.

1.4"Paid Sale" means a completed purchase of a Deck by a Buyer for a monetary price, excluding Perk Unlocks.

1.5"Perk Unlock" means access to a Deck granted by Company to a user without payment of the Listing price, whether as a feature of a subscription plan, a promotional credit, a trial or another promotion funded or authorised by Company.

1.6"Payment Processor" means Stripe, Inc. and its affiliates, through whose services Company collects payments and disburses Seller proceeds.

1.7"Service" means the SpeechTherapyMagic website, applications and related services.

2. Eligibility; Seller Account

2.1To list Decks on the Marketplace you must (a) maintain a Service account in good standing; (b) have Marketplace publishing enabled on your account by Company, which Company may grant, withhold or revoke in its sole discretion; and (c) be at least eighteen (18) years of age and have the legal capacity to enter into this Agreement.

2.2Listing a Deck for a price requires an active Pro subscription to the Service. If your Pro subscription lapses, Company may, at its election, keep your paid Listings active for up to thirty (30) days and thereafter convert them to free Listings or remove them from the Marketplace. Proceeds already paid to you are not affected.

2.3To receive payouts you must complete the Payment Processor's onboarding in your own name or the name of the entity you represent, in a country supported by the Payment Processor for our platform, and must provide the Payment Processor with accurate identity, banking and tax information and keep it current.

2.4Proceeds are payable only to the holder of the Service account under which the Deck was listed. You may not sell, assign or transfer your seller account or this Agreement without Company's prior written consent.

3. Relationship of the Parties

3.1You are an independent seller. Nothing in this Agreement creates an employment, agency, partnership, joint-venture or franchise relationship between you and Company, and neither party has authority to bind the other.

3.2This Agreement is non-exclusive. You may offer the same or similar materials through other channels, subject to Section 5.2(c).

4. Seller Content; Licence; Representations and Warranties

4.1Ownership. As between you and Company, you retain all right, title and interest in and to the Decks you create ("Seller Content").

4.2Licence to Company. You grant Company a worldwide, non-exclusive, royalty-free, sublicensable (to Company's service providers) licence to host, store, reproduce, display, perform, transmit and distribute Seller Content; to adapt and reformat Seller Content as reasonably required to render it within the Service, to generate thumbnails, previews, share images and accessibility descriptions, and to correct technical defects; and to use the titles, descriptions and preview images of your Listings to market the Marketplace and your store. This licence continues for as long as a Deck is listed and, thereafter, for as long as necessary to continue providing the Deck to users who obtained access to it while it was listed.

4.3Representations and warranties. You represent and warrant that: (a) you own or have obtained all rights, licences, consents and permissions necessary to grant the licence in Section 4.2 and to offer the Seller Content for sale for commercial use; (b) the Seller Content, and Company's exercise of the licensed rights, do not and will not infringe, misappropriate or violate any intellectual-property, privacy, publicity or other right of any third party or any applicable law; (c) the Seller Content does not contain photographs, recordings, names or other identifying information of any actual child, client, patient or student, nor any clinical or educational record; and (d) all information you provide to Company and to the Payment Processor is accurate and complete.

4.4Artificial-intelligence-generated material. You may include material generated by artificial-intelligence tools only where you hold all rights necessary for its commercial use. If the images in a Deck were generated by such tools, you shall disclose that fact in the Listing description. You shall not include material that reproduces or imitates the voice, likeness or identity of any actual person.

5. Content Standards; Review; Removal; Intellectual-Property Complaints

5.1Standards. Seller Content must be suitable for children and for use in speech-language therapy or education.

5.2Prohibited content. Seller Content shall not contain: (a) advertising or promotional material of any kind; (b) hyperlinks, QR codes, embedded media or other elements that direct users outside the Deck; (c) content that promotes, links to or solicits transactions on any other store or marketplace; (d) hateful, obscene, sexually explicit or violent material; (e) health or medical claims beyond ordinary speech-language therapy practice, or any representation of professional credentials that you do not hold; or (f) any element designed to collect information from, track, contact or communicate with students or other end users.

5.3Student and child data. Company processes children's personal information in accordance with the Children's Online Privacy Protection Act and its Privacy Policy. You acknowledge that you will not receive personal information of Buyers or of the students and children who use Decks, other than aggregated, de-identified usage statistics, and you shall not attempt to obtain such information by any means.

5.4Review and removal. Company may review any Listing before or after it is published and may, at any time and in its sole discretion, decline to publish, suspend, unlist or remove any Listing or Seller Content that Company reasonably believes violates this Agreement or the Platform Terms, is the subject of a complaint, or exposes Company to legal risk. Where practicable, Company will notify you of the reason.

5.5Technical modifications. Company may make modifications to a Deck that are limited to its technical operation, rendering, accessibility or compliance with these standards (for example, correcting a broken image reference or an accessibility label). Company will not alter the instructional content of a Deck.

5.6Intellectual-property complaints. Company maintains a notice-and-takedown process for claims of infringement. Upon receipt of a complaint that a Listing infringes the rights of a third party, Company may unlist the Deck pending its review and will forward the complaint to you so that you may respond. Company may terminate the selling privileges of Sellers who are repeat infringers. If a Deck you have sold is found to contain material you were not entitled to use, you shall promptly cure the defect; failing which Company may refund affected Buyers and recover the amounts refunded from your proceeds under Section 7.7.

5.7No defacement. You shall not delete, disable or materially degrade the content of a Deck that has been obtained by any Buyer. Corrections, updates and improvements are permitted.

6. Buyer Licence

6.1Upon a Paid Sale, Perk Unlock or free download, the Buyer receives a personal, non-exclusive, non-transferable, non-sublicensable licence to use the Deck within the Service with the students and children in the Buyer's care. Buyers may not resell, redistribute, publicly post or incorporate the Deck into any other product. Where the Service permits a Buyer to save a copy of a Deck into the Buyer's own Studio, that copy is licensed for the Buyer's own use only.

6.2A Buyer's licence survives the unlisting of the Deck, the termination of this Agreement and the closure of your seller account.

7. Pricing, Fees, Payments and Payouts

7.1Pricing. You determine the price of each Listing within the range published by Company from time to time (currently a minimum of US$2.99 and a maximum of US$99.99), or may offer the Deck free of charge. The price displayed to the Buyer at checkout is the price charged; a change of price does not affect transactions already in progress.

7.2Platform fee. On each Paid Sale Company shall retain a platform fee equal to fifteen percent (15%) of the Listing price (the "Platform Fee").

7.3Processing costs. Payment-processing costs charged by the Payment Processor, currently two and nine-tenths percent (2.9%) of the transaction amount plus US$0.30 per transaction, are deducted from your share of each Paid Sale. Company will display the resulting net amount payable to you before you set a price.

7.4Seller proceeds. Your proceeds from a Paid Sale are the Listing price less the Platform Fee and the processing costs described in Section 7.3, less any deductions permitted by this Agreement.

7.5Payouts. All payments are collected by Company through the Payment Processor and disbursed to the account you establish with the Payment Processor in accordance with the Payment Processor's payout schedule for your country. Your use of the Payment Processor's services is subject to the Payment Processor's terms, including the Stripe Connected Account Agreement. Company does not hold Seller funds. The Payment Processor is responsible for issuing any tax information returns (such as IRS Form 1099-K) required by applicable law.

7.6Holds. Company may instruct the Payment Processor to hold your payouts for a reasonable period while Company investigates a complaint, a dispute, a suspected breach of this Agreement or suspected fraud.

7.7Deductions and set-off. Company may deduct from, and set off against, any amounts payable to you: refunds and chargebacks attributable to your Listings; amounts recovered under Sections 5.6 and 9; and any other amounts you owe Company. Where your future proceeds are insufficient, you shall pay such amounts to Company within thirty (30) days of invoice.

7.8Taxes. You are solely responsible for all taxes on income you receive under this Agreement. Company does not currently collect sales tax, value-added tax or similar transaction taxes on Paid Sales; Company will notify you before changing that practice.

8. Perk Unlocks and Promotions

8.1Company may, in its discretion, grant Perk Unlocks to users of the Service. A Perk Unlock is not a Paid Sale, and no Platform Fee, proceeds or other compensation is payable to you in respect of it. Perk Unlocks are not subject to refund or chargeback.

8.2Perk Unlocks do not alter the price payable by Buyers on Paid Sales, and on every Paid Sale you receive your full proceeds under Section 7.4.

8.3You may exclude any paid Listing from Perk Unlocks by means of the control provided in the Deck's settings.

8.4Company will not reduce the price payable by a Buyer for your Listing without your consent, which may be given through a promotional feature of the Service.

9. Refunds and Chargebacks

9.1Refunds through Company only. All refund requests are handled exclusively by Company. You shall not offer, promise or issue refunds to Buyers directly.

9.2Discretion and eligibility. Refunds are granted at Company's sole discretion. A Buyer is eligible to request a refund only where (a) the request is made within seven (7) days after the Paid Sale and (b) the Buyer's aggregate play time on the Deck, as recorded by the Service, is less than ten (10) minutes (600 seconds). Eligibility to request a refund does not entitle a Buyer to one.

9.3Effect of a refund. Upon a refund, the Buyer's access to the Deck is revoked and your proceeds from that Paid Sale are reversed from your Payment Processor balance or deducted under Section 7.7.

9.4Chargebacks. Buyers are required by the Platform Terms to seek refunds from Company rather than through their card issuer or bank. A Buyer who initiates a chargeback will be permanently barred from the Service, their account will be closed, and their access to all content will be revoked. Where a chargeback is initiated, the Payment Processor debits the disputed amount from Company; Company may reverse your proceeds from that Paid Sale while the dispute is pending and will restore them if the dispute is resolved in Company's favour. Company bears the Payment Processor's dispute fee unless the dispute arises from your breach of this Agreement.

10. Ratings and Reviews; Prohibited Practices

10.1Buyers may rate and review Decks. Company does not edit reviews so as to alter their meaning but may remove reviews that are abusive, irrelevant, fraudulent or otherwise in violation of the Platform Terms.

10.2You shall not: (a) purchase, solicit or incentivise reviews; (b) review your own Decks or arrange for others acting on your behalf to do so; (c) offer anything of value to a Buyer in exchange for altering a rating or review; (d) employ deceptive pricing, fictitious discounts, misleading titles or descriptions, keyword stuffing or comparable practices; or (e) copy or imitate the Listings of other Sellers. Violation of this Section is a material breach of this Agreement.

11. Publicity; Communications

11.1You grant Company the right to use your store name, avatar, Deck titles and preview images to promote the Marketplace and the Service in any medium. You may withdraw this consent by written notice to Company; withdrawal applies to campaigns commenced after Company's receipt of the notice.

11.2You agree to receive electronic communications from Company concerning your Listings, sales, payouts, disputes and this Agreement. Such communications are transactional and are not affected by any marketing-communications preference you may have set.

12. Indemnification

You shall defend, indemnify and hold harmless Company and its members, managers, officers, employees, contractors and agents from and against any and all claims, demands, losses, liabilities, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Seller Content; (b) your breach of this Agreement or of the Platform Terms; (c) your violation of applicable law or of the rights of any third party; or (d) any tax liability arising from your activities under this Agreement. Company may participate in the defence of any such claim with counsel of its choosing, and you shall not settle any claim in a manner that imposes an obligation on Company without Company's prior written consent.

13. Disclaimer of Warranties; Limitation of Liability

13.1THE MARKETPLACE AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE MARKETPLACE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL GENERATE ANY PARTICULAR LEVEL OF SALES.

13.2TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PLATFORM FEES RETAINED BY COMPANY FROM YOUR PAID SALES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.4Some jurisdictions do not permit certain exclusions or limitations; in such jurisdictions the foregoing applies to the maximum extent permitted.

14. Term; Suspension; Termination

14.1This Agreement commences upon your acceptance and continues until terminated in accordance with this Section.

14.2You may unlist any Deck at any time, with effect on the Marketplace promptly thereafter, and may terminate this Agreement by closing your seller account through Company support. Payouts then owing will be made, less any amounts owed to Company.

14.3Company may suspend or terminate your selling privileges or this Agreement (a) immediately upon notice in the event of a material breach, including infringement, content that endangers children, fraud or a violation of Section 10.2; (b) if the Payment Processor closes or restricts your account; or (c) for convenience, including discontinuance of the Marketplace, upon not less than thirty (30) days' notice. Upon termination under clause (a), Company may withhold proceeds attributable to the Listings giving rise to the breach.

14.4Sections 4.2 (to the extent stated therein), 4.3, 5.6, 5.7, 6, 7.7, 9, 12, 13, 16 and 17 survive termination.

15. Amendments

15.1Company may amend this Agreement at any time. Company will post the amended Agreement in the seller dashboard and send notice to the email address associated with your account.

15.2Amendments to the Platform Fee, processing-cost treatment, payout terms or the licences in Sections 4 and 6 take effect seven (7) days after such notice; all other amendments take effect upon posting.

15.3You will be required to accept the then-current version of this Agreement before creating a new Listing. Your continued maintenance of any Listing after the effective date of an amendment constitutes acceptance of it. If you do not agree to an amendment, your sole remedy is to unlist your Decks or terminate this Agreement under Section 14.2 before the effective date.

16. Dispute Resolution; Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF.

16.1Informal resolution. Prior to commencing any arbitration or court proceeding, the party asserting a claim shall give the other party written notice describing the nature and basis of the claim and the relief sought (a "Dispute Notice"). A Dispute Notice to Company shall be sent to legal@speechtherapymagic.com; a Dispute Notice to you shall be sent to the email address associated with your account. The parties shall attempt in good faith to resolve the dispute for a period of sixty (60) days after receipt of the Dispute Notice, and no arbitration or court proceeding may be commenced before the expiry of that period.

16.2Binding arbitration. Except as provided in Section 16.4, any dispute, claim or controversy arising out of or relating to this Agreement or the Marketplace, including its formation, validity, breach or termination, that is not resolved under Section 16.1 shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules or, where they do not apply, its Commercial Arbitration Rules, as then in effect. The arbitration shall be conducted by a single arbitrator, in the English language, with its seat in Miami-Dade County, Florida; hearings may be conducted by videoconference. The arbitrator's award shall be final and binding and judgment on it may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs; provided that, where the Seller is an individual and the amount in controversy does not exceed US$10,000, Company shall pay the AAA filing, administrative and arbitrator fees unless the arbitrator determines the claim to be frivolous.

16.3Class-action waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class or representative proceeding. If this Section 16.3 is found unenforceable as to a particular claim, that claim shall be severed and litigated in court under Section 16.6, and the remainder of this Section 16 shall continue to apply.

16.4Exceptions. Either party may (a) bring an individual action in small-claims court; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of its intellectual-property rights or confidential information.

16.5Opt-out. You may opt out of Sections 16.2 and 16.3 by sending written notice to legal@speechtherapymagic.com within thirty (30) days after first accepting this Agreement, stating your name, account email and intention to opt out. If you opt out, Section 16.6 governs.

16.6Governing law; venue. This Agreement is governed by the laws of the State of Florida and the Federal Arbitration Act, without regard to conflict-of-laws principles, except to the extent the mandatory law of your place of residence affords you rights that cannot be waived by contract. Subject to Section 16.2, the state and federal courts located in Miami-Dade County, Florida shall have exclusive jurisdiction over any proceeding arising out of this Agreement, and each party consents to their personal jurisdiction and waives any objection to venue.

17. General Provisions

17.1Entire agreement. This Agreement, together with the Platform Terms, constitutes the entire agreement between the parties with respect to selling on the Marketplace and supersedes all prior or contemporaneous understandings on that subject.

17.2Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

17.3Waiver. No failure or delay by Company in exercising any right under this Agreement operates as a waiver of that right.

17.4Assignment. You may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition or sale of assets.

17.5Notices. Except as otherwise provided in Section 16, notices to Company shall be sent to legal@speechtherapymagic.com and notices to you shall be sent to the email address associated with your account, and are deemed received when sent.

17.6Force majeure. Company is not liable for any failure or delay caused by events beyond its reasonable control, including failures of the Payment Processor or of third-party infrastructure.

17.7Headings; interpretation. Headings are for convenience only. "Including" means "including without limitation."

ACCEPTANCE. By selecting "I agree" during seller setup, you acknowledge that you have read and understood this Agreement and agree to be bound by it, and you represent that you have authority to bind any entity on whose behalf you accept.