Marketplace Seller Agreement

1. Relationship

This Marketplace Seller Agreement (the "Seller Agreement") supplements the Terms of Service, Acceptable Use Policy, Privacy Policy, Pricing and Fee Terms, and Refund Policy. It applies whenever you use marketplace, BYOK, seller, reseller, creator, partner, plugin, vendor, affiliate, or multi-party payment features (each a "Marketplace Feature") of Chordize AI.

You are an independent contractor. Nothing in this Seller Agreement creates an agency, partnership, joint venture, franchise, employment, or fiduciary relationship between you and Chordize AI. Chordize AI is not your broker, escrow provider, banker, tax adviser, or lawyer.

2. Eligibility

To use Marketplace Features you must:

• be at least the age of majority in your jurisdiction, and legally able to enter into a contract;
• have an active Chordize AI account in good standing;
• hold all licences, permits, tax registrations, and rights that your Marketplace activity requires under the laws that apply to you;
• have the right and lawful basis to use any AI provider credentials you connect, and to permit Chordize AI to make requests on your behalf through those credentials;
• not be located in or a resident of any country or region subject to a comprehensive Canadian, U.S., EU, or UK trade embargo, and not appear on any restricted-party or sanctions list; and
• complete any identity verification, tax questionnaire, or additional onboarding step we may require.

3. Bring Your Own Key ("BYOK")

If you connect a third-party AI provider account (an "External Provider") to Chordize AI:

• Your key, your account, your bill. You are solely responsible for the charges the External Provider bills you. Chordize AI is not liable for those charges. If your key is over-used, invalid, throttled, revoked, or exhausted, requests will fail; Chordize AI will not reimburse External Provider costs.
• Provider terms bind you directly. Your use of the External Provider through Chordize AI must comply with the External Provider's terms, acceptable-use policy, safety policies, rate limits, and data policies. Where the External Provider prohibits pass-through, reselling, or delegated use, you must not use Chordize AI in a way that breaches that prohibition.
• Security of your credentials. You are responsible for the confidentiality of any credentials you provide. If you suspect a credential has been compromised, revoke it with the External Provider and remove it from Chordize AI immediately.
• Platform fee is separate. Chordize AI charges a platform fee for enabling BYOK requests, as described in the Pricing and Fee Terms and confirmed at checkout. The platform fee is Chordize AI's revenue and is separate from any External Provider charge you incur.
• Removal of a key. You can remove your key at any time from your account. Chordize AI stops using the key on removal, subject to short caches necessary to complete in-flight requests.

4. Listings, prompts, and content you make available

Where Marketplace Features let you publish or share content (including prompts, model configurations, custom prompts, templates, or capacity offerings), you represent and warrant that you have all rights necessary to publish and license that content and that it does not infringe any third-party right and does not violate the Acceptable Use Policy.

You grant Chordize AI a worldwide, non-exclusive, royalty-free licence to host, display, transmit, translate, format, and otherwise use your Marketplace content only as reasonably necessary to operate, promote, secure, and enforce the Marketplace Features, and to comply with law. This licence ends when you remove the content, except that Chordize AI may retain backup and audit copies for a reasonable period.

5. Fees, payouts, and taxes

Fees payable to you (if any), platform fees payable to Chordize AI, provider fees, payment processing fees, taxes, foreign exchange, minimum thresholds, holdback reserves, refund liability, chargeback liability, and payout timing are described in the Pricing and Fee Terms and, where applicable, in your seller dashboard or order form. Amounts are stated in Canadian dollars (CAD) unless a specific document says otherwise.

You are solely responsible for the taxes that apply to your activity — including income tax, GST/HST, VAT, sales tax, digital services tax, and any withholding — and for filing any returns and issuing any invoices your law requires. Where Chordize AI is legally required to withhold tax, collect tax, or report to a tax authority, we will do so, and the amount payable to you will be reduced accordingly.

Chordize AI may reverse, hold, or claw back payouts where a chargeback, dispute, refund, fraud investigation, sanctions issue, or policy violation is opened, until resolution. Wallet balances and payouts are not deposits, are not insured, and may not earn interest.

6. End-user relationship

When another Chordize AI user consumes content or capacity you make available, the relationship between you and that user is a matter between the two of you, subject to Chordize AI's platform rules. Chordize AI provides the platform; Chordize AI does not warrant that any listing produces the results the buyer expects, and does not act as your agent in dealings with buyers or with tax authorities.

7. Support, safety, and takedowns

You must respond in good faith and within a reasonable time to safety, abuse, copyright, or trust-and-safety concerns Chordize AI raises about your listings or your activity. Chordize AI may remove listings, restrict Marketplace Features, freeze payouts, terminate access to Marketplace Features, or terminate your account where reasonably necessary to protect users, providers, or the platform.

8. Prohibited seller conduct

In addition to the Acceptable Use Policy, you must not:

• make false or misleading claims about a listing, its origin, its accuracy, or its author;
• resell Chordize AI wallet credits, or wrap Chordize AI in a way that misleads users about who is providing the Service;
• impersonate Chordize AI or another user, or use unauthorized trade marks or branding;
• collect personal information from other users beyond what is necessary to deliver your listing, or use it outside the purpose disclosed to the user;
• manipulate rankings, reviews, ratings, or recommendation signals with fake accounts, purchased engagement, or automated activity; or
• build competing model routing, resale, or aggregator products using data or observations obtained through your use of the Marketplace Features.

9. Data protection and users' personal information

If your Marketplace activity causes you to process the personal information of other users, you must have a lawful basis, must handle it consistent with our Privacy Policy and applicable law, and must cooperate with our data-subject-request and breach-response processes. You must not use, disclose, or retain any personal information of other users for any purpose outside what the platform authorises.

10. Insurance

Where the nature or scale of your Marketplace activity reasonably calls for it, we may require you to maintain and evidence commercial general liability, professional liability (errors and omissions), cyber, or other insurance appropriate to the activity.

11. Term and termination

This Seller Agreement continues while you use Marketplace Features. Either party may terminate: you, by removing all listings and credentials and stopping use of Marketplace Features; Chordize AI, in accordance with the Terms of Service, including for breach of this Seller Agreement, for legal, safety, or provider reasons, or on reasonable notice.

On termination, you must remove listings and credentials, pay amounts owed, and cooperate with the wind-down of any in-flight transactions. Sections that by their nature survive (including Fees, Indemnity, Limitation of Liability, Disputes, and Data Protection) survive termination.

12. Warranties, disclaimers, and limitation of liability

You represent and warrant that your Marketplace activity is and will remain lawful, that your listings do not infringe, defame, or harm any person, and that you have obtained all consents necessary for that activity. To the maximum extent permitted by law, Chordize AI disclaims all warranties in connection with the Marketplace Features, and the limitations of liability in the Terms of Service apply to this Seller Agreement.

13. Indemnity

You will defend, indemnify, and hold harmless Chordize AI, its affiliates, contractors, suppliers, licensors, and payment processors from and against any claim, damage, liability, loss, cost, or expense (including reasonable legal fees) arising from your Marketplace activity, including claims by buyers, External Providers, or regulators, and claims arising from your tax obligations, your listings, or your use of BYOK credentials.

14. Governing law and disputes

This Seller Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. The dispute-resolution provisions of the Terms of Service apply.

15. Changes

We may update this Seller Agreement from time to time. Updated versions will be posted with a new effective date. For material changes, we will provide notice through the Service, by email, or through the seller dashboard. Continued Marketplace activity after the effective date means you accept the update.

16. Contact

Marketplace and seller questions: support@chordize.com
Legal entity: Chordize AI Inc.
Mailing address: #1219, 39 Niagara Street, Toronto ON M5V 0T6, Canada.