LEGAL
Seller agreement
The terms below govern participation as a seller on the Monaiq marketplace.
Introduction
Sidub Inc. ("the firm," "we," "our," or "us") operates Monaiq, its software monetization venture, and the marketplace through which sellers license their software to buyers (the "Marketplace"). This Monaiq Seller Agreement (the "Agreement") governs participation in the Marketplace by any person or organization approved to list and sell software, subscriptions, or other products through it (the "Seller"), and applies to each such listing (an "Offering").
The Marketplace forms part of the Services described in the Terms of Service. This Agreement applies in addition to those Terms and to the Privacy Policy, which continue to govern the Seller's account. Completion of the seller onboarding step in the Monaiq portal constitutes acceptance of this Agreement, and the firm records the date of acceptance and the version accepted. In the event of a conflict between this Agreement and the Terms of Service on a matter of marketplace selling, this Agreement prevails.
Eligibility
Participation as a Seller requires that the Seller be at least eighteen years of age, or the age of majority in the Seller's jurisdiction, and possess the legal capacity to enter into this Agreement. Where the Seller is an organization, the individual accepting this Agreement represents that they hold the authority to bind it.
Relationship of the Parties
When a buyer purchases an Offering, the sale is between the Seller and the buyer. The firm operates the Marketplace, the licensing infrastructure, and the payment routing that support that sale; it is not the seller of the Offering and does not take title to it.
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the firm and the Seller, and neither party may bind the other.
Payment Processing
Payments on the Marketplace are processed by Stripe. A Seller must connect a Stripe account before offering anything for sale at a price, and charges for the Seller's Offerings are made directly on that connected account. Funds from a sale reach the Seller through Stripe, under the Seller's own agreement with Stripe and on Stripe's payout schedule. The firm does not hold, take custody of, or disburse the Seller's funds.
Platform Fee
The firm charges a platform fee of seven percent (7%) of the total amount the buyer pays for an Offering, including any usage charges billed on the same invoice, and exclusive of any taxes collected separately. The fee is deducted automatically at the time of the charge, and the Seller receives the remainder, less Stripe's own processing fees. Stripe's fees are charged to the Seller by Stripe under the Seller's agreement with Stripe; they are neither set nor received by the firm.
The platform fee may be changed on at least thirty days' notice before the new rate applies to the Seller's sales. The rate in force at the time of a sale is the rate that applies to that sale. Where the firm has agreed an individual rate with a Seller, that rate is shown in the Seller's settings in the Monaiq portal and governs in place of the standard rate.
Offerings and Licences
The Seller is responsible for the Offerings it lists: for holding the rights necessary to license each Offering, for the Offering performing as its listing describes, and for the accuracy of the listing, its pricing, and its entitlements.
When a buyer completes a purchase, Monaiq issues a licence on the Seller's behalf according to the Offering purchased. A licence so issued is a licence granted by the Seller to the buyer. The Seller agrees to honour licences issued through the Marketplace for the term the buyer has paid for, and not to revoke, disable, or degrade a buyer's access to an Offering the buyer has paid for, except as permitted by the Seller's own product terms.
Trials issued through the Marketplace grant time-limited access and do not renew automatically into a paid subscription.
Cancellations and Refunds
A buyer may cancel a subscription at any time. Cancellation takes effect at the end of the period already paid for: the buyer retains access until then, and no further period is billed.
The Seller may issue a full or partial refund against any paid invoice from the seller dashboard in the Monaiq portal. Where a refund is issued, the platform fee on the refunded amount is reversed proportionally, so that no fee is retained on money returned to the buyer.
A refund does not by itself end the buyer's licence. Refunding and cancelling are separate acts: where the Seller intends the buyer's access to end as well, the subscription must also be cancelled. A partial refund therefore does not disturb access to which the buyer remains entitled.
The Seller is responsible for maintaining and honouring a refund policy for its Offerings, and for meeting any refund obligations imposed by law in the jurisdictions in which it sells.
Taxes
The Seller is responsible for determining, collecting, and remitting any taxes due on its sales. The firm does not calculate, collect, or remit tax on the Seller's behalf, and the platform fee is stated exclusive of tax.
Intellectual Property
All content, materials, and software made available through the Marketplace and the Monaiq portal, other than the Seller's own Offerings and listings, are the property of Sidub Inc. or its licensors and are protected by intellectual property law. Where the Seller integrates the Monaiq SDK or other software published by the firm, use of that software is governed by the licence accompanying those packages and by the firm's licensing terms, not by this Agreement. This Agreement grants the Seller no rights in the firm's software.
Listings and Content
Listings, product descriptions, names, logos, and other material submitted to the Marketplace by the Seller are User Content as described in the Terms of Service, and the licence granted there applies to them. That licence permits the firm to display and promote the Offering on the Marketplace and does not transfer ownership. The Seller represents that it holds the rights necessary to grant it.
Privacy and Buyer Information
Information about a buyer reaches the Seller only to the extent required to fulfil and support the sale. In respect of that information the Seller acts as a controller and is responsible for handling it lawfully. The Seller shall use it only to fulfil, support, and service the customer relationship arising from the sale, and shall not sell it or use it for unrelated marketing.
The firm's own handling of personal information is subject to the Privacy Policy, which is incorporated into this Agreement by reference.
Suspension and Offboarding
Sidub Inc. reserves the right to suspend or remove a listing, or to suspend a Seller's ability to sell, where the firm reasonably believes that the listing or the Seller's conduct violates this Agreement, infringes the rights of another party, or exposes buyers or the Marketplace to legal or security risk. Where practical, the firm states the reason and allows an opportunity to remedy it.
A Seller may stop selling at any time by disconnecting its Stripe account or by requesting that the firm close its seller access. Three consequences follow:
Licences already issued. Licences issued before the Seller stops selling remain valid, and the Seller remains responsible for honouring them for the term the buyers have paid for.
Subscriptions already running. Subscriptions continue to bill on the connected Stripe account until they are cancelled, and the platform fee continues to apply to them.
Refunds and support. Responsibility for refunds and for supporting sales already made remains with the Seller.
A Seller who intends billing to stop entirely must cancel the running subscriptions before disconnecting.
Termination
This Agreement takes effect on acceptance and continues until ended by the Seller or by the firm. The Seller may end it by ceasing to sell and closing its seller access; the firm may end it by suspending the Seller's ability to sell as set out above.
Termination does not affect sales already made. The provisions governing the relationship of the parties, licences already issued, cancellations and refunds, offboarding, buyer information, disclaimers, limitation of liability, and indemnification survive termination in respect of those sales.
Disclaimers
To the fullest extent permitted by applicable law, the Marketplace, the licensing infrastructure, and the Monaiq portal are provided "as is" and "as available," without warranties or conditions of any kind, express or implied. The firm does not warrant that the Marketplace will be uninterrupted, that every licence will issue without delay, or that every payment will settle without incident.
Limitation of Liability
To the maximum extent permitted by applicable law, Sidub Inc. and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, sales, data, or use, arising out of or in connection with this Agreement or participation in the Marketplace. In no event shall the firm's total liability exceed fifty Canadian dollars (CAD $50.00), regardless of the cause of action. Nothing in this section limits liability that cannot be limited by law.
Indemnification
The Seller agrees to indemnify and hold harmless Sidub Inc., its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or connected with the Offerings the Seller sells, including claims that an Offering or its listing infringes the rights of another party, that an Offering does not perform as listed, or that the Seller has failed to meet a refund, tax, or consumer-protection obligation.
Force Majeure
Sidub Inc. shall not be liable for any failure or delay in performance arising from circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labour dispute, natural disaster, or the failure or interruption of a third-party payment processor.
Governing Law and Jurisdiction
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Any dispute arising out of or relating to this Agreement is subject to the exclusive jurisdiction of the courts located in the Province of Ontario.
Changes to This Agreement
This Agreement may be revised from time to time. Material revisions are reflected by an updated "Last updated" date and posting of the revised Agreement on this site. At least thirty days' notice is given of a material revision before it applies to a Seller, and continued selling on the Marketplace following that notice period constitutes acceptance of the revised Agreement.
Notices
Notices under this Agreement shall be in writing and are effective upon personal delivery, confirmed email, or delivery by recognized courier to the firm at the address listed below. Notice to the Seller is effective when sent to the email address held on the Seller's account or posted in the Monaiq portal.
Entire Agreement
This Agreement, together with the Terms of Service, the Privacy Policy, and any additional terms accepted by the Seller, constitutes the entire agreement between the Seller and Sidub Inc. regarding participation in the Marketplace and supersedes all prior agreements on that subject. In the event of a conflict between this Agreement and the Terms of Service on a matter of marketplace selling, this Agreement prevails. The Seller's agreement with Stripe governs the Seller's Stripe account and payouts and is unaffected by this Agreement.
Severability, Waiver, Assignment
If any provision of this Agreement is found invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. Failure to enforce any right or provision does not constitute a waiver of that right or provision. The Seller may not assign or transfer its rights or obligations under this Agreement without the firm's prior written consent; the firm may assign its rights and obligations without restriction.
Governing Language
This Agreement is written in English. Any translation is provided for convenience; the English version prevails in case of discrepancy.
Contact
Email: inquiries@sidub.net
Telephone: 1-226-666-2111
Mail: 2 Nicoles Trail, Thorndale, ON N0M 2P0, Canada
See also: Terms of Service, Privacy Policy, and Licensing.