Marketplace Operator Terms

These Marketplace Operator Terms are between StoreOnCloud LLC ("Stoily", "we", "us") and the Stoily customer that turns on the marketplace feature for a store (the "Operator", "you"). They are accepted by the owner of that store and supplement the Terms of Service. Words defined in the Terms of Service have the same meaning here. If these terms conflict with the Terms of Service on the marketplace, these terms control.

1. Your role

When you turn on the marketplace, you operate a marketplace on your store. You decide which sellers to invite, which of their products to list, the commission you charge them, any reserve or holding period, and when they are paid. You alone contract with your sellers and pay them. The software lets you run the marketplace; it does not make those decisions for you.

Nothing in these terms makes Stoily a party to any sale made through your marketplace, to any agreement between you and a seller, or to any agreement between you or a seller and a customer. Stoily is not your agent, your sellers' agent, or a payment service provider to either of you.

2. Payments and seller funds

Customer payments on your store and payouts to your sellers run through your own Stripe account or another payment processor account you connect (your "Processor Account"), under your agreement with that processor. Stoily provides the software and never holds or transfers seller funds. Funds move only within and from your Processor Account, on instructions that the software sends with your credentials according to the settings you choose.

You are responsible for your Processor Account: its fees, its requirements, keeping a balance that covers the payouts, refunds and chargebacks you owe, and every payout sent from it. You decide when to turn on live payouts, and you are responsible for checking your commission, reserve and payout settings before you do.

3. Your responsibilities

As the Operator, you are responsible for:

• Seller onboarding: identifying and verifying your sellers, including any know-your-customer, business verification or sanctions checks your processor or the law requires.
• Tax: collecting and remitting sales tax, VAT or GST on marketplace sales, including as a marketplace facilitator where a law treats you as one; issuing information returns such as Form 1099-K; and reporting under DAC7 or similar platform reporting rules, in each case where they apply to you.
• Customers: refunds, returns, chargebacks and disputes on orders for your sellers' products, and the customer-facing policies that govern them.
• Sellers: seller support, disputes between you and a seller, and paying each seller what you owe under your agreement with it.
• Your seller agreement: each seller accepts the Seller Agreement template for your store, which is an agreement between you and that seller. Any additional terms you agree with a seller are between you and that seller.
• Compliance: the laws that apply to your marketplace, including consumer protection, product safety, prohibited goods, payments and data protection law, and the Acceptable Use Policy for your sellers' listings as well as your own.

4. Seller data

You receive the information your sellers provide for your store and use it under your own privacy policy, for running your marketplace, paying your sellers and meeting your legal obligations. Stoily processes it to provide the Services, as described in the Privacy Policy.

5. Marketplace take rate

Stoily charges a marketplace take rate: a percentage of the sales your third-party sellers make through your marketplace, at the rate stated for your plan. It is invoiced to you under your agreement with Stoily. It does not apply to the sales of your own products, and it is charged to you, never deducted from your sellers' earnings.

6. Indemnity

You will defend, indemnify and hold harmless Stoily and its officers, employees and agents from any claim, liability, damage, loss, tax, penalty or expense, including reasonable legal fees, arising out of or relating to your marketplace, including claims by your sellers, claims by customers about your sellers' products, claims by a tax authority or payment processor, and your breach of these terms.

7. Suspension

We may suspend or restrict the marketplace features for a store if you breach these terms, the Terms of Service or the Acceptable Use Policy, or where the law or your payment processor requires it. Where we can, we will tell you first and give you a chance to fix the breach. A suspension does not relieve you of what you owe your sellers and customers, including paying sellers amounts they are owed.

8. Changes

Each published version of these terms has a version number and an effective date, shown at the top of this page. When we publish a new version, the store owner will be asked to accept it.

9. Governing law and venue

These terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to these terms, and you and StoreOnCloud LLC each consent to the personal jurisdiction of those courts.