Effective Date: August 14, 2026
1. SCOPE AND STRUCTURE
1.1. Applicability.
These Marketplace Terms ("Marketplace Terms") govern the listing, distribution, purchase, and use of digital products, applications, integrations, templates, content, and services ("Marketplace Offerings") made available through the Platform marketplace ("Marketplace").
These Terms apply to Developers, Technology Partners, Content Creators, Vendors, Agencies, and any entity offering goods or services via the Marketplace (collectively, "Seller").
1.2. Platform Role (The "Mall Operator").
The Provider operates the Marketplace solely as a technology platform that facilitates discovery, distribution, and billing.
(a) Neutral Intermediary: The parties acknowledge that the Provider operates a neutral technology platform and does not control, endorse, or assume responsibility for Seller offerings.
(b) Not a Seller: Unless explicitly labeled as "Official Pinkdude Product," the Provider is not the seller, manufacturer, or provider of Marketplace Offerings.
(c) Hosting Service Status: The parties acknowledge that the Provider operates as an intermediary hosting service within the meaning of applicable digital services legislation (including the EU Digital Services Act), and does not initiate the transmission of Marketplace Offerings, select recipients, or modify the information provided by Sellers. Enforcement of these Terms, content moderation, security reviews, ranking methodologies, or Marketplace curation shall not be interpreted as exercising control over Seller Offerings.
(d) Regulatory Status: Nothing in these Terms shall be interpreted to create reseller, distributor, or merchant status for the Provider unless expressly required by applicable law. We act purely as a technical intermediary.
(e) Independent Business Status: Sellers operate as independent businesses and retain full control over pricing, product design, support, and delivery. Nothing in these Terms shall be interpreted as creating an employment, worker, commercial agency, or dependent contractor relationship.
(f) Direct Contract: Any contract for the purchase or use of a Marketplace Offering is formed directly between the Seller and the Buyer. The Provider is not a party to that contract.
1.3. Relationship of the Parties.
Nothing in these Terms creates a partnership, joint venture, agency relationship, or fiduciary duty between the Provider and any Seller. Sellers are independent contractors with no authority to bind the Provider.
1.4. Key Definition: Platform Integrity.
"Platform Integrity" means the security, stability, legal compliance, performance, reputation, economic sustainability, and safe operation of the Marketplace and Platform. This term is used throughout these Terms as the objective standard for enforcement actions.
1.5. Non-Exclusivity and No Fiduciary Duty.
Seller acknowledges that participation in the Marketplace is non-exclusive and that the Provider makes no commitment regarding continued availability, traffic levels, commercial success, or long-term Marketplace operation.
(a) No Fiduciary Duty: The Provider does not owe any fiduciary, advisory, partnership, or revenue-maximization duty to Sellers. The Provider makes no commitment to promote Seller Offerings or optimize Marketplace performance for any individual Seller.
(b) No Reliance: The Seller agrees not to build its business in reliance on the Marketplace as a sole or primary distribution channel.
2. SELLER ELIGIBILITY AND ONBOARDING
2.1. Approval Rights.
The Provider reserves the right, acting reasonably and in good faith and in furtherance of Platform Integrity, to approve, reject, suspend, or remove any Seller or Marketplace Offering. Submission of an Offering does not guarantee listing. We may curate content based on quality, security, redundancy, or strategic alignment.
2.2. Verification (KYC) and Audit.
The Provider may require identity verification, business documentation, tax information (e.g., W-9/W-8BEN), or security reviews before allowing publication.
(a) Audit Cooperation: Seller agrees to reasonably cooperate with security, financial, or compliance audits where necessary to protect Platform Integrity or verify adherence to these Terms.
(b) Failure to Comply: Failure to provide requested documentation or cooperate with audits may result in denial or removal.
2.3. Compliance Obligation.
The Seller bears full responsibility for legal compliance. You must comply with all applicable laws, data protection requirements (GDPR/CCPA), intellectual property laws, export controls, and consumer protection regulations in every jurisdiction where you sell.
2.4. Prohibited Categories.
The Provider reserves the right to prohibit categories of Marketplace Offerings that present elevated legal, financial, security, or reputational risk. This includes, but is not limited to, offerings related to high-risk financial services, surveillance tools, AI deepfake generation, unauthorized scraping, or adult content.
2.5. Regulatory Cooperation.
Seller agrees to reasonably cooperate with regulatory inquiries, lawful investigations, or compliance requests relating to its Marketplace Offering. This includes providing information necessary for the Provider to respond to competent authorities.
2.6. Insurance Requirement.
The Provider reserves the right to require Sellers in designated high-risk categories (e.g., payment gateways, security tools, or enterprise integrations) to maintain appropriate commercial liability or cyber liability insurance and provide proof of coverage upon request. The Provider may require increased coverage based on transaction volume, risk category, or regulatory exposure.
3. LISTINGS AND DISTRIBUTION
3.1. Listing Standards.
Marketplace Offerings must:
(a) Accuracy: Accurately describe functionality, prerequisites, and compatibility.
(b) Transparency: Clearly disclose pricing, recurring fees, and material limitations.
(c) Support: Include valid support contact information (email or helpdesk).
(d) No Deception: Avoid "dark patterns," misleading UI, or hidden upsells.
3.2. Security Requirements.
Sellers must maintain commercially reasonable security practices. The Provider reserves the right to scan, audit, or test Marketplace Offerings for vulnerabilities, malware, or backdoors. We may remove any Offering immediately if a security risk is suspected.
3.3. Seller Representations and Warranties.
Seller represents and warrants that:
(a) Rights: You possess all necessary rights, licenses, and permissions to distribute the Offering.
(b) Non-Infringement: The Offering does not infringe the intellectual property, privacy, or proprietary rights of any third party.
(c) Safety: The Offering contains no malware, viruses, trojans, hidden functionality, or unauthorized data collection mechanisms.
(d) Legality: The Offering complies with all applicable laws and regulations.
(e) Accuracy: All information provided in the listing description is accurate and not misleading.
(f) Professional Capacity: Seller represents that it is acting in a professional or commercial capacity and acknowledges that it is not entering this Agreement as a consumer.
(g) AI Responsibility: Where an Offering incorporates artificial intelligence or automated decision-making, Seller is solely responsible for the operation, outputs, regulatory compliance, human oversight requirements, and risk controls associated with such systems to the extent arising from Seller-controlled systems. Seller assumes full responsibility for AI-generated outputs, including hallucinations, harmful automation, unlawful profiling, or regulatory non-compliance.
(h) Security Incident Responsibility: Seller is solely responsible for any security incident, data breach, or unauthorized access caused by its Offering, including all notification costs, remediation expenses, regulatory penalties, and damages.
3.4. Updates and Compatibility.
Sellers are responsible for maintaining compatibility with current Platform versions. Abandoned, broken, or insecure offerings may be delisted without notice.
(a) Modification of Requirements: The Provider reserves the right to modify technical, security, or integration requirements at any time. Sellers are responsible for timely compliance. Failure to comply may result in suspension or removal.
3.5. Ranking and Differentiated Treatment.
The Provider determines the placement, ranking, and categorization of Offerings using algorithms that may prioritize relevance, ratings, performance, or strategic partnership status.
(a) Ranking Parameters: The primary parameters influencing ranking include relevance, product quality, security posture, Seller performance metrics, user feedback, technical compatibility, and commercial factors. The relative weighting of these parameters may change from time to time.
(b) Differentiated Treatment: The Provider may provide preferential placement, promotional opportunities, or enhanced visibility to certain Marketplace Offerings, including those offered by strategic partners or the Provider’s own products. Any such differentiated treatment may take into account commercial relationships, technical integration quality, security posture, or user demand.
(c) No Guarantee: Listing does not guarantee visibility. The Provider makes no guarantees regarding traffic, sales volume, or revenue generation.
3.6. Platform-to-Business Transparency (P2B).
Where required by applicable law, including Regulation (EU) 2019/1150, the Provider shall maintain transparency regarding ranking parameters, differentiated treatment, complaint-handling processes, and grounds for suspension or termination. Nothing in this section shall limit the Provider’s commercial discretion or require disclosure of trade secrets, algorithmic weighting, fraud detection mechanisms, or security controls.
4. PAYMENTS, FEES, AND FINANCIAL LIABILITY
4.1. Payment Processing (Limited Agent).
The Provider acts as the Seller’s limited payment collection agent solely for the mechanical purpose of facilitating payment processing from Buyers.
(a) Extinguishment: Payment by a Buyer to the Provider is considered the same as payment directly to the Seller, extinguishing the Buyer’s debt.
(b) No Credit Risk: The Provider does not assume payment risk, credit risk, or collection liability for Buyer transactions.
(c) No Agency for Tax Purposes: Nothing in these Terms shall be interpreted to create a permanent establishment, tax agency relationship, or VAT nexus for the Provider with respect to Seller activities.
(d) Payouts: The Provider will remit net proceeds to the Seller, minus applicable Fees and Taxes, according to the payout schedule in the Dashboard.
4.2. Fees and Taxes.
(a) Platform Fee: The Provider retains a commission ("Platform Fee") on every transaction as specified in the Fee Schedule. The Provider reserves the right to modify the Platform Fee upon reasonable prior notice.
(b) Taxes: The Seller is the "Merchant of Record" for tax purposes unless the Provider expressly acts as a Marketplace Facilitator under applicable local laws. You are responsible for calculating and remitting VAT/Sales Tax where we do not automatically do so.
4.3. Seller Financial Responsibility (Chargeback Shift).
Seller is solely responsible for all chargebacks, payment reversals, fraud losses, refunds, penalties, and associated processing fees arising from their Marketplace Offerings.
(a) Offset Authority: The Provider may offset such amounts against the Seller's current or future payouts.
(b) Cross-Account Set-Off: The Provider may offset liabilities against any accounts controlled by the Seller, its affiliates, or related entities.
(c) Debt Collection: If payouts are insufficient to cover these liabilities, the Seller must reimburse the Provider immediately upon demand.
4.4. Refund Authority.
The Provider reserves the right to issue refunds to Buyers on the Seller’s behalf if we determine, in our reasonable discretion and good faith, that the Offering is defective, broken, fraudulent, or unsupported. Refunds will be deducted from the Seller’s pending payouts or invoiced for repayment.
4.5. Payment Holds and Rolling Reserves.
The Provider reserves the right to withhold payouts, establish a rolling reserve, or retain a percentage of transaction proceeds where reasonably necessary to mitigate financial risk.
(a) Risk Mitigation: This allows us to cover potential chargebacks, refunds, or fraud claims that may arise after a transaction. The Provider may extend payout delays where transaction patterns indicate elevated fraud, abnormal refund rates, coordinated chargeback activity, money laundering risk, or other indicators of financial misconduct.
(b) Survival: The Provider may retain reserves after termination for a period reasonably necessary to cover latent financial risk (e.g., 180 days).
4.6. Seller Solvency.
Seller represents that it is financially capable of meeting its refund, chargeback, indemnification, and defense obligations under these Terms. The Provider reserves the right to require financial assurances where reasonably necessary.
5. INTELLECTUAL PROPERTY AND LICENSING
5.1. Seller Ownership.
Sellers retain ownership of their Marketplace Offerings. However, by listing an Offering, you grant the Provider a worldwide, non-exclusive, royalty-free license to host, reproduce, distribute, promote, display, and analyze the Offering for the purpose of operating the Marketplace.
5.2. Buyer License (The "Tail" Clause).
If a Seller removes an Offering or is terminated from the Marketplace, existing Buyers retain their right to use the Offering for the duration of their paid license term. You may not remotely disable or brick installed Offerings for existing customers upon delisting.
5.3. Intellectual Property Complaints (DMCA/DSA).
The Provider respects intellectual property rights and will respond to valid infringement notices. If you believe a Marketplace Offering violates your rights, you may submit a written complaint containing sufficient detail for investigation. The Provider may remove allegedly infringing content and terminate repeat offenders at its discretion.
5.4. Platform Protection and Competitive Development.
Sellers may not copy Platform design, replicate core workflows, create confusingly similar products, or misuse Provider trademarks.
(a) Competitive Development: The Provider reserves the unrestricted right to develop, acquire, or offer products that compete with Marketplace Offerings. Listing on the Marketplace does not grant exclusivity or protection from Provider-led innovation.
6. DATA AND PRIVACY
6.1. Minimum Data Principle.
Sellers may only access User Data necessary to provide their Offering. Secondary use is prohibited.
6.2. Data Sale Prohibition.
Marketplace data may not be sold, brokered, aggregated for resale, or used to build competing datasets without a separate written agreement.
6.3. AI Training Restriction.
Unless expressly authorized, Sellers may not use Marketplace or Platform data to train machine learning models, fine-tune AI systems, benchmark algorithms, or simulate user behavior.
6.4. Data Access Transparency.
The Provider may access and analyze aggregated or operational data generated through the Marketplace for the purposes of security, fraud prevention, analytics, product improvement, and commercial optimization. Sellers may access only the data made available through the Platform interfaces. The Provider does not provide Sellers with access to data generated by competing Marketplace Offerings except in aggregated or anonymized form where appropriate.
6.5. Anti-Scraping.
Sellers may not scrape, map, reverse engineer, or systematically analyze Marketplace data to replicate platform functionality.
7. MODERATION AND ENFORCEMENT
7.1. No Duty to Monitor (Safe Harbor).
The Provider is not obligated to actively monitor, pre-screen, review, or verify Marketplace Offerings. While the Provider may take action to enforce these Terms, such actions do not create any duty or liability, and the Provider assumes no responsibility for Seller content or accuracy.
7.2. Removal Authority.
The Provider may remove or restrict any Offering where necessary to protect Platform Integrity.
(a) Statement of Reasons: Where not prohibited by law or necessary to prevent fraud, security harm, or legal exposure, the Provider will provide a brief statement of reasons for such action.
(b) Standard Notice Period: Except where immediate action is required due to legal risk, fraud, security threats, or protection of Platform Integrity, the Provider will provide reasonable prior notice before suspension or termination.
7.3. Emergency Technical Measures (Kill Switch Waiver).
The Seller acknowledges that emergency technical measures are a fundamental condition of Marketplace participation and waives any claim arising from such actions taken in good faith to protect Platform Integrity. Where reasonably necessary, the Provider may remotely disable integrations, revoke API credentials, or block software functionality that presents a security threat. We may take these actions immediately and without prior notice.
7.4. Repeat Violations.
The Provider may permanently ban Sellers demonstrating a pattern of misconduct, fraud, or policy violations.
7.5. Internal Complaint Handling.
The Provider maintains an internal complaint-handling system for Sellers to raise concerns regarding suspension, removal, or Marketplace enforcement decisions. Seller may submit a written complaint regarding such actions through the Provider’s designated business support channel. The Provider will review such complaints within a commercially reasonable timeframe. Nothing in this section obligates the Provider to reverse any decision made to protect Platform Integrity.
8. CUSTOMER RELATIONSHIP
8.1. Seller Responsibility.
Sellers are solely responsible for product support, warranties, service commitments, and dispute resolution. The Provider is not a helpdesk for third-party products.
8.2. Non-Circumvention.
Sellers may not use the Marketplace to identify Buyers and then complete transactions off-platform to avoid paying Platform Fees. If we detect this, we may ban the Seller and withhold pending payouts.
9. TERMINATION
9.1. Seller Exit.
Sellers may withdraw offerings at any time, provided they honor existing customer commitments and the license survival provisions (Section 5.2).
9.2. Provider Termination Rights.
The Provider may suspend or terminate Marketplace participation for policy violations, prolonged inactivity, or where necessary to protect Platform Integrity.
10. LIABILITY AND INDEMNIFICATION
10.1. Seller Indemnification.
Seller agrees to defend, indemnify, and hold harmless the Provider, its affiliates, officers, directors, and employees from and against any claims, damages, liabilities, losses, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) The Marketplace Offering.
(b) Intellectual property disputes.
(c) Regulatory violations or breach of law.
(d) User harm caused by the Seller’s product.
The Provider reserves the right to assume control of the defense and settlement of any claim, at the Seller’s expense, where the Provider determines that its interests may be affected.
10.2. Platform Shield.
To the maximum extent permitted by applicable law, the Provider shall not be liable for lost profits, lost customers, indirect damages, or reputational harm arising from Marketplace participation or delisting.
10.3. Limitation of Liability (The Cap).
To the fullest extent permitted by applicable law, the Provider’s total aggregate liability arising out of or related to the Marketplace shall not exceed the total Platform Fees retained by the Provider from the Seller during the twelve (12) months preceding the event giving rise to the claim.
(a) Aggregation of Claims: The limitations set forth in this Section apply regardless of the number of claims, Sellers, or Marketplace Offerings involved and shall not be increased by the aggregation of multiple claims.
(b) Scope of Limitation: This limitation applies regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statutory claims, or otherwise.
(c) Exceptions: This limitation shall not apply to Seller’s indemnification obligations, payment obligations, fraud, willful misconduct, gross negligence, or intellectual property violations.
10.4. No Warranty.
The Marketplace is provided on an “as-is” and “as-available” basis without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Provider does not warrant that the Marketplace will be uninterrupted, error-free, or secure.
10.5. Injunctive Relief Protection.
Except where required by applicable law, no party shall seek injunctive or equitable relief that would materially disrupt Platform operations or require changes to core infrastructure, security controls, ranking methodologies, or Marketplace architecture.
11. GENERAL
11.1. Governing Law and Dispute Resolution.
These Terms shall be governed by the laws specified in the Platform Terms of Service, excluding conflict of law principles. Any disputes shall be resolved exclusively in the courts located within that jurisdiction or via binding arbitration if specified in the Master Terms. This includes a waiver of class or collective actions. Seller agrees to resolve disputes solely on an individual basis and waives any right to participate in class, consolidated, or representative actions.
11.2. Force Majeure.
The Provider shall not be liable for delays or failure to perform due to events beyond the Provider’s reasonable control, including but not limited to infrastructure outages, cyberattacks, regulatory actions, payment processor failures, labor disputes, acts of government, natural disasters, or failures of upstream service providers.
11.3. Mediation (P2B Compliance).
In accordance with Regulation (EU) 2019/1150, the Provider is willing to engage in good-faith mediation to resolve disputes with Sellers. The Provider shall identify independent mediators with whom it is prepared to engage upon request. Nothing in this section obligates the Provider to settle any dispute or limits the Provider’s legal rights.
11.4. Platform Sovereignty and Commercial Discretion.
The Marketplace is part of a private commercial platform.
(a) Commercial Discretion: The Provider retains sole commercial discretion over the operation, design, and economic model of the Marketplace, including fee structures, discovery mechanisms, participation requirements, and product strategy.
(b) Marketplace Sunset: The Provider reserves the right to modify, suspend, discontinue, or sunset the Marketplace (in whole or in part) at any time for commercial, legal, or strategic reasons.
(c) Conditionality: Participation in the Marketplace is conditional and may be revoked in accordance with these Terms.
11.5. Survival.
Sections relating to financial obligations, indemnification, liability limitations, intellectual property, and dispute resolution shall survive termination.
11.6. Amendment.
The Provider reserves the right to modify these Marketplace Terms from time to time. Continued participation in the Marketplace following such updates constitutes acceptance of the revised Terms.