Seller Agreement

Key points for sellers:

• You are the seller of record and you are responsible for your product, its description, its license and its support.
• GreenGo collects payment for you as your limited agent; Stripe holds and pays out the funds.
• Fees: Starter 8% per sale with no monthly fee; Pro 4% per sale for $29 a month; Founding sellers (the first 100 approved sellers) 4% per sale with no monthly fee for their first 6 months; a partner referral fee only if you set one, only on sales to referred buyers; Stripe card processing is separate.
• Payouts follow the Buyer Protection window (14 days, or longer for listings with later delivery). Amounts under an open claim stay on hold until it is resolved. If a buyer is refunded, we return our commission on that sale too.
• GreenGo collects and remits sales tax where the law makes it the marketplace provider.
• We give 30 days' notice before fee or material term changes, and you can leave anytime.

1. Agreement and acceptance

This Seller Agreement ("Agreement") is between you ("Seller") and GreenGo Partners LLC, a New York limited liability company ("GreenGo"). It adds to the Terms of Service, and you accept it by checking its own box when you open a seller account. If this Agreement conflicts with the Terms on a selling topic, this Agreement controls, except that Section 18 of the Terms (disputes) always controls. Capitalized terms not defined here have the meaning in the Terms.

2. Who can sell

• You must be 18 or older, or a business properly formed and in good standing, and able to form a binding contract.
• You must complete Stripe Connect onboarding, including identity and tax information, and accept Stripe's Connected Account Agreement. You authorize GreenGo and Stripe to verify your identity and screen against sanctions lists.
• You may not sell if you, your owners or your product are subject to U.S. sanctions or are restricted from receiving payments.
• You will keep your business, tax and payout details accurate and current.

3. Roles: seller of record and limited payment agent

• You are the seller. Each sale is a contract between you and the buyer. You are responsible for the product, its description, its license terms, delivery, support, refunds you approve and your own legal compliance.
• Limited payment collection agent. You appoint GreenGo as your limited agent solely to accept payments from buyers for your products through the Platform. A buyer's payment to GreenGo or Stripe on your behalf satisfies the buyer's obligation to you, even before your payout.
• No escrow or trust. GreenGo is not an escrow agent, trustee or fiduciary for you or any buyer. Funds are held and paid out by Stripe under Stripe's terms.
• Independent parties. You and GreenGo are independent contractors. Nothing in this Agreement creates employment, partnership or joint venture.

4. Fees

• Processing. Stripe card processing, currently 2.9% + 30¢ per U.S. card charge, plus any international, currency-conversion or dispute fees, is deducted from your sale in addition to GreenGo's commission.
• Commission base. Commission is calculated on the item price you set, excluding sales tax that GreenGo collects as marketplace provider.
• Partner referral fee. Before a listing goes live, you choose its partner referral rate, from 0% to 50%. We suggest 20%, but nothing applies until you choose. When a City Partner's or affiliate's referred account buys that listing, GreenGo charges you a referral fee equal to that rate times the item price (excluding sales tax), in addition to GreenGo's commission, and deducts it from that sale. GreenGo then pays the partner as its own obligation. The rate shown on the listing at the time of purchase applies; a new rate applies only to later sales. Every sale record shows any referral fee charged.
• Refunds. When a buyer receives a full refund under Buyer Protection, GreenGo returns its commission and any referral fee on that sale (pro rata for a partial refund). Stripe's processing fees on the original charge are not returned by Stripe and are not refunded.
• Paid placement. Optional Boost and featured placement are priced as shown when you buy them, and are always labeled "Featured" or "Sponsored" to buyers.
• Pro plan. Pro renews monthly until you cancel. You can cancel online anytime in Settings › Billing, effective at the end of the current period. Subscription notices and cancellation follow Section 6 of the Terms.
• Fee changes. We will give you 30 days' notice of any fee increase or new fee. Changes do not apply to sales completed before they take effect.

5. Payouts, holds and reserves

• Payout hold. Funds for each sale become available for payout at the end of its protection window: 14 days after the purchase or, if later, 14 days after the latest delivery date stated on your listing. They are then paid out once your available balance reaches at least $25; a smaller balance carries forward until it does, and any remaining balance is included in your final payout. If a buyer opens a Buyer Protection claim or a chargeback before the funds are paid out, the amount in dispute stays on hold until the claim, including any appeal, is resolved; the rest of the sale is released on time. If a claim is decided against you after funds were paid out, the refund is charged to your balance under "Negative balance and set-off."
• Refunds and chargebacks. Refunds granted under Buyer Protection are funded from your pending or available balance. If a buyer disputes a charge with their bank, GreenGo responds using the evidence you and the Platform provide. Chargebacks the card network decides against you, and the related dispute fees, are your responsibility unless the dispute arose from GreenGo's own error.
• Reserves. If we reasonably see elevated risk — such as a dispute or refund rate above 2%, fraud signals, a sudden change in sales pattern, or a legal claim about your product — we may hold a reserve of up to 25% of your sales for up to 90 days. We will tell you the reason, the amount and how to have it released, and we will review it at least every 30 days.
• Negative balance and set-off. If your balance goes negative, we may recover the amount from future sales. You authorize GreenGo, through Stripe, to debit the bank account linked to your payout account for any negative balance that remains, after giving you at least 5 business days' notice of the amount. You can revoke this authorization by emailing info@greengopartners.com; amounts already owed stay owed.
• Holds for legal reasons. We may hold funds when required by law, court order or a sanctions or fraud review, and only as long as that reason continues.

6. Taxes

• Marketplace sales tax. Where GreenGo is a marketplace provider or facilitator under state law, including New York Tax Law §1101(e), GreenGo calculates, collects and remits sales tax on sales it facilitates, and you should not collect it again for those sales.
• Your taxes. You are responsible for income, franchise and other taxes on your earnings, and for any taxes on sales made outside the Platform.
• Tax forms. You will provide a valid Form W-9 or W-8 through Stripe. GreenGo or Stripe will issue Forms 1099-K or other information returns as the law requires.
• Product tax category. You will choose the correct product type for each listing (for example, downloadable software, SaaS access, digital template or course) so the right tax applies.

7. Listings

Every listing must be accurate and complete, and must state:

• What the product does and its material limits.
• Delivery method and timing, and system or account requirements.
• License terms, or that the GreenGo Standard License applies.
• Price, billing frequency and renewal terms for any subscription.
• What personal data the product collects from its users and a link to your privacy policy, if it collects any.
• Whether the product depends on third-party services or AI models whose availability you do not control.
• Material AI-generated content where a buyer would reasonably want to know it, such as AI-generated code delivered as source.

You will not post false or misleading claims, fake scarcity, fake reviews, unverified earnings claims, or Green Light badges or statements that GreenGo did not issue for your current product.

8. Licenses

• To buyers. You grant each buyer a license to your product on your listing's terms or, if you name none, the GreenGo Standard License in the Terms. Your license terms may not conflict with the Terms or Buyer Protection.
• To GreenGo. You grant GreenGo a non-exclusive, worldwide, royalty-free license to host, store, copy, scan, display, demonstrate and deliver your product and listing content, to run Green Light checks you authorize, and to feature your listing in GreenGo's own marketing. This license ends when you remove the listing, except for copies needed to serve existing buyers, honor Buyer Protection or meet legal obligations.

9. Your product obligations

• Delivery and support. Deliver as described, and answer buyer support requests about defects within 3 business days for at least 30 days after purchase, or for the support period you advertise, if longer.
• Security. Do not include malware, hidden data collection, backdoors or code that phones home without disclosure. Fix critical vulnerabilities you learn about within a reasonable time and tell affected buyers when appropriate.
• Subscriptions you sell. Follow automatic-renewal laws: clear disclosure, affirmative consent and easy online cancellation.
• Rights. You own or have every right needed to sell your product, including rights in open-source components, assets, training data and AI-generated output, and you follow the licenses and terms of service of any third-party models, APIs or code your product uses.
• Laws. Comply with consumer protection, privacy, accessibility, export-control and other laws that apply to your product.

10. Buyer data

• GreenGo shares a buyer's name, email and order details with you only to deliver, license and support the purchase.
• You are an independent controller of that data. You will use it only for those purposes and for marketing only with the buyer's consent, keep it secure, and delete it when you no longer need it.
• You will notify GreenGo at info@greengopartners.com within 72 hours of learning of a breach involving buyer data received through the Platform.

11. Green Light and Buyer Protection

• Green Light checks run only on properties you verify you control and only with your authorization, under the Green Light Check Terms.
• You accept GreenGo's decisions on Buyer Protection claims under the Buyer Protection and Refund Policy. You can respond to a claim within 3 business days and appeal a decision once, within 7 days, with evidence.

12. Ranking and fair treatment

Search and browse results are ordered by relevance to the query, Green Light status and recency, conversion and refund rates, ratings, and paid placement (always labeled). We do not rank based on which plan you pay for, except through labeled paid placement, and using the Fix-It Desk never affects your ranking. We will explain decisions that restrict your account or listings, as described in Section 15.

Paid placement (Spotlight). You may buy Spotlight for a listing that has a current passing Green Light check: US$19 for 7 days at the top of one category, paid in advance, with at most 3 Spotlight places per category shown in rotation. Every Spotlight placement is labeled "Sponsored" where buyers see it. Spotlight does not change Green Light results, reviews or ranking outside the Spotlight places. If we remove the listing during the paid week for a reason other than your breach of this Agreement, we refund the Spotlight fee; otherwise Spotlight fees are not refundable.

13. No fee circumvention

For 12 months after a buyer first contacts you or buys from you through the Platform, you will not ask that buyer to complete a purchase of a listed product off the Platform to avoid GreenGo's fees. This does not restrict your own website, existing customers or buyers who found you independently.

14. Indemnity

• By Seller. You will defend and indemnify GreenGo and its officers, employees and agents against third-party claims, and related losses and reasonable attorneys' fees, arising from your product, your listing, your breach of this Agreement, your violation of law or third-party rights, or taxes you are responsible for.
• By GreenGo. GreenGo will defend and indemnify you against third-party claims alleging that the Platform's own software (excluding your content and products) infringes a U.S. patent, copyright or trademark, and against claims caused by GreenGo's breach of its data-security obligations.
• Process. The indemnified party gives prompt notice, reasonable cooperation and control of the defense to the indemnifying party, which may not settle in a way that admits fault for, or imposes obligations on, the indemnified party without its consent.

15. Suspension and termination

• By you. You can close your seller account anytime. Obligations for past sales continue: Buyer Protection claims for 14 days, chargebacks, support you promised, and licenses you granted.
• By GreenGo. We may suspend listings or payouts, or terminate this Agreement, for breach, legal or regulatory requirements, fraud or security risk, or repeated valid Buyer Protection claims. Except where immediate action is needed to protect users or comply with law, we will give notice with the reasons and at least 7 days to cure. We may end this Agreement for convenience with 30 days' notice.
• Appeal. You can appeal any restriction to info@greengopartners.com within 30 days; a person, not an automated system, reviews appeals.
• Final payout. After termination, we pay your remaining balance once the payout hold and any reserve end, less refunds, chargebacks and amounts owed.

16. Limitation of liability

The disclaimers and limitations in Sections 12 and 13 of the Terms apply, except that each party's total liability under this Agreement is limited to the greater of the fees you paid to GreenGo in the 12 months before the claim or US$1,000. This cap does not apply to your payment obligations, either party's indemnity obligations, breach of Section 10 (buyer data) or fraud, gross negligence or willful misconduct; GreenGo's indemnity obligations in Section 14 are capped at the greater of three times those fees or US$10,000. For claims about Green Light, the Fix-It Desk or the Flip Desk, the cap in those terms applies to that claim, and it is never less than US$1,000.

17. Confidentiality

Non-public information either party shares under this Agreement, including buyer data, Flip Desk data-room materials and non-public Green Light findings, is used only for this Agreement and protected with reasonable care, unless it is or becomes public through no fault of the recipient or must be disclosed by law.

18. Changes, notices and disputes

• We will give at least 30 days' notice of material changes, and you can close your account before they take effect. Changes apply only going forward.
• Notices go to your account email, and to info@greengopartners.com and 1515 Surf Ave, Brooklyn, NY 11224 for GreenGo.
• Disputes are resolved under Section 18 of the Terms, using the AAA Commercial Arbitration Rules and the fee support for small business users in Section 18.4; New York law governs.
• A claim between you and GreenGo under this Agreement must be brought within one year after it arose, or it is barred. This limit applies only to you as a business user (seller, partner, fixer or Flip Desk user), never to claims you have as a consumer buyer, and it does not shorten any period the law does not allow to be shortened.
• You may not assign this Agreement without our consent. We may assign it in a merger, acquisition, reorganization or sale of assets, with notice.