Solstead Platform Terms of Service

Status: draft template, not legal advice, not reviewed by an attorney. Must be reviewed by counsel licensed in your state before it governs real users and real money moving through Solstead's Stripe Connect flow. Sections 4 (Fees), 6 (Dispute Window and Refunds), 9 (Anti-Circumvention), 10 (Disclaimers), and 11 (Limitation of Liability) are where real liability and revenue live, prioritize those in review.

This document is the agreement between Solstead, Inc. ("Solstead," "we," "us") and every person who uses the Solstead marketplace ("you," "User"), whether as a buyer or a seller. It is separate from, and referenced by, the Asset Purchase & Transfer Agreement that governs the sale of a specific listing between a Buyer and a Seller directly — Solstead is not a party to that agreement, and these Terms explain why.

1. What Solstead Is

Solstead is a curated marketplace for buying and selling small software products ("Listings"). Solstead:

• Hosts Listings and the express-interest and purchase flows on this site.
• Reviews each Listing against its own stated criteria (self-reported proof of use, a negative-space disclosure of what the product does not do, and an ownership/licensing review) before it goes live.
• Processes payment for a purchase via Stripe Connect, as described in Section 4.
• Administers the Dispute Window described in Section 6.

Solstead does not build, operate, warrant, or guarantee any Listing's product. Solstead's review is a reasonable-diligence check against stated criteria, not independent legal or technical verification, and not a substitute for a Buyer's own diligence.

2. Eligibility and Accounts

You must be able to form a binding contract to use Solstead. Sellers create an account via magic-link email sign-in to submit a Listing; Buyers may browse without an account but must sign in the same way to complete a purchase. You're responsible for activity under your account and for keeping your email access secure.

3. Listings

Sellers represent that the information in a Listing (including proof of use, disclosures, handoff/exit notes, and ownership/licensing notes) is accurate to the best of their knowledge. Solstead may reject, remove, or request changes to a Listing at its discretion, including after it has gone live, if it no longer meets Solstead's stated criteria or if Solstead becomes aware of a problem with it. Removing a Listing changes its status; it does not create any liability for Solstead to either party.

4. Fees and Payment

A completed purchase is subject to a transaction fee of the greater of 5% of the sale price or $15, deducted before funds reach the Seller. There is no separate fee to list. Payment is processed through Stripe Connect: Solstead holds the buyer's payment until the Dispute Window in Section 6 closes, then remits the sale price, less Solstead's fee, to the Seller. Each party is responsible for their own tax obligations arising from a transaction.

5. Buyer/Seller Relationship

The Asset Purchase & Transfer Agreement for a specific Listing is a direct contract between the Buyer and the Seller. Solstead is not a party to it and does not guarantee either party's performance. A Buyer's or Seller's remedy for the other party's breach runs against that party directly, as described in that Agreement, not against Solstead — except to the extent Section 6 below applies during the Dispute Window.

6. Dispute Window and Refunds

Following the Closing of a purchase, a Buyer has the number of days stated in the Asset Purchase & Transfer Agreement (the "Dispute Window") to notify Solstead in writing of a claim that the delivered assets materially don't match the Listing's disclosures. During the Dispute Window, the sale price stays held by Solstead rather than being released to the Seller. Solstead reviews a timely claim using evidence from both parties and may, at its sole discretion, issue a full or partial refund to the Buyer instead of releasing the held funds to the Seller. Refund decisions during this phase are made manually by Solstead, not automatically. After the Dispute Window closes without a timely claim, the sale is final and the held funds are released to the Seller; Solstead does not process refunds after that point.

7. Prohibited Conduct

You agree not to:

• Provide false or misleading information in a Listing, an ownership attestation, or a dispute claim.
• Use the site to circumvent Solstead's fee, as described in Section 9.
• Interfere with the operation of the site or attempt to bypass its security or rate limits.
• Use the site for any unlawful purpose.

8. Intellectual Property

Solstead's name, site design, and platform code are Solstead's property. A Listing's content (its description, disclosures, and assets) belongs to the Seller until a sale transfers it under the Asset Purchase & Transfer Agreement; Solstead only has the license needed to host and display it as part of the marketplace.

9. Anti-Circumvention

Solstead's fee funds the review process, payment processing, and the Dispute Window protection described above. If you were introduced to a specific counterparty through a Solstead Listing or the express-interest flow, you agree not to complete a sale of that Listing's assets with that counterparty outside the Solstead platform for the purpose of avoiding Solstead's fee. If Solstead determines in good faith that a transaction was structured to circumvent this section, Solstead may, at its discretion: bill the party or parties involved the fee that would have applied had the transaction gone through Solstead, suspend or terminate the accounts involved, and refuse future service. This section does not restrict either party's ability to communicate or work together generally — it applies specifically to completing the sale of assets discovered through Solstead outside of it.

10. Disclaimers

Solstead's Listing review (proof of use, negative-space disclosure, and ownership/licensing check) is a reasonable-diligence process based on information self-reported by the Seller. It is not independent verification, an audit, or a legal opinion, and Solstead does not guarantee a Listing's accuracy, the product's condition, or the outcome of any transaction. The site and Solstead's services are provided "as is," without warranty of any kind, express or implied.

11. Limitation of Liability

To the maximum extent permitted by law, Solstead's total liability to you for any claim arising from your use of the site is limited to the greater of (a) the fees you paid to Solstead on the transaction giving rise to the claim, or (b) $100. Solstead is not liable for indirect, incidental, consequential, or punitive damages, or for any dispute between a Buyer and a Seller except as expressly stated in Section 6.

12. Indemnification

You agree to indemnify and hold Solstead harmless from third-party claims arising from your breach of these Terms, your Listing, or your conduct as a Buyer or Seller, except to the extent caused by Solstead's own acts or omissions.

13. Termination

Solstead may suspend or terminate your access to the site at its discretion, including for violating these Terms, without affecting obligations that already arose (including under a completed or pending Asset Purchase & Transfer Agreement).

14. Changes to These Terms

Solstead may update these Terms from time to time. Continued use of the site after an update constitutes acceptance of the revised Terms.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Any dispute not resolved under Section 6 shall be resolved in the state or federal courts located in California. (Kept consistent with the Asset Purchase & Transfer Agreement template's Section 11 — change both together if this changes.)

16. Contact

Questions about these Terms can be sent to Solstead through the contact information listed on the site.