Version 1.0 · Agents of Mind Seller Participation Agreement

Seller Agreement

This Seller Participation Agreement (the “Agreement”) is between Agents of Mind LLP (“AoM”) and the individual or legal entity identified as Seller in the acceptance record (“Seller”). The person selecting “I Accept” confirms that they are Seller or are authorized to bind the named Seller. The Agreement takes effect when that person selects “I Accept” while signed in to an AoM account.

1. Applying to sell

Acceptance records Seller’s application to participate in the Agents of Mind marketplace (the “Market”). It does not itself grant the Seller role, approve a listing, enable checkout, or promise sales. AoM may review Seller’s identity, offerings, payment account, technical integration, and legal compliance before activation. AoM may decline or suspend activation for a legitimate business, safety, legal, fraud, or payment-provider reason and will explain the reason when practical and lawful.

2. Commercial schedule

Before paid checkout is enabled, AoM will present Seller with a separate written Commercial Schedule identifying the offerings and territories, commission rate and calculation base, payment route, seller and payment-provider fees, payout method and holds, refund and chargeback allocation, and any other material economic terms. An authorized Seller representative must accept that exact schedule electronically or in writing. No commission rate, payment route, reserve, or deduction is agreed merely because software has a default setting. The accepted Commercial Schedule controls its stated commercial details; this Agreement controls all other matters. Changes to either require a later written or electronic acceptance by authorized representatives of both parties and apply prospectively unless they expressly say otherwise.

3. Listings, prices, and fulfillment

Seller will provide accurate descriptions, prices, availability, delivery and eligibility terms, and any recurring billing or trial terms for each offering. Seller must have the rights and licenses needed to sell and fulfill it. Seller will promptly fulfill paid orders according to the listing and checkout terms, provide customer access and support, and keep reasonable fulfillment records. Seller will promptly tell AoM about a material delay, defect, security issue, or inability to fulfill. Customer-facing prices, discounts, renewal terms, and final-sale terms must be shown before purchase. A later policy change does not retroactively change a completed order.

4. Seller responsibilities

Seller is the provider of its offerings and is responsible for their legality, quality, safety, claims, licenses, fulfillment, product and billing support, and compliance with applicable law. Seller will identify the legal entity that sells to customers. Seller will determine, calculate, collect, remit, and document applicable sales tax, VAT, and similar transaction taxes on its sales, subject to law and the accepted Commercial Schedule. Seller will issue accurate customer invoices or receipts, including required tax information, unless the Commercial Schedule expressly assigns that task to another party.

5. Payments, returns, and disputes

The accepted Commercial Schedule states who is the customer-facing seller and settlement merchant for each payment route and allocates processor fees, reversals, chargebacks, and dispute costs. Neither party may charge a fee not disclosed in that schedule. Customer purchases are final except where mandatory law requires otherwise or the displayed offer terms provide more favorable rights. AoM may consider a voluntary return or payment reversal in its discretion; this Agreement promises no return window, approval standard, or voluntary refund right. Seller will cooperate on legally required reversals, payment errors, fraud reviews, disputes, and chargebacks. For digital credits or usage-based offerings, Seller will maintain reliable records of issuance and use and provide evidence reasonably needed to decide a request. The accepted Commercial Schedule governs the funding and commission treatment of an approved voluntary return.

6. Customer data and marketing

Each party may use customer and transaction information only to perform this Agreement, meet legal obligations, prevent fraud, and exercise rights stated in its disclosed privacy notice. Seller may send order, delivery, billing, and support communications. Seller may use an AoM buyer’s contact details for Seller’s own marketing only with that buyer’s separate valid opt-in. Each party will use reasonable security measures, limit access, promptly notify the other of a security incident affecting shared data, and cooperate on lawful customer requests. The parties will sign a separate data processing addendum before any processing that requires one under applicable law.

7. Brands and materials

Seller retains ownership of its offerings and brand. Seller grants AoM a nonexclusive, worldwide, royalty-free license during the term to display and use Seller’s names, marks, descriptions, images, and listing materials solely to operate, promote, and fulfill Market sales. AoM retains ownership of its name, software, and Market. Seller may use approved AoM brand assets solely to describe its participation. Neither party transfers ownership of its intellectual property.

8. Confidentiality

Each party will protect the other party’s nonpublic business, technical, customer, security, and commercial information with reasonable care and use it only to perform this Agreement. This duty does not cover information that becomes public without breach, was lawfully known or received without restriction, or was independently developed. A party may disclose information to its advisers and service providers bound to protect it, or when law requires disclosure after giving notice when lawful. This duty continues for three years after termination; trade secrets remain protected while they qualify as trade secrets under applicable law.

9. Term, suspension, and termination

The initial term is one year and renews automatically for successive one-year terms. Either party may terminate at any time on 30 days’ written notice. Either party may terminate immediately for an incurable material breach or after 15 days’ written notice if a curable material breach remains uncured. AoM may temporarily suspend listings or checkout when reasonably necessary for fraud, safety, unlawful content, a provider requirement, or material customer risk. Termination stops new orders but does not erase existing customer, payment, tax, dispute, or confidentiality obligations. The Commercial Schedule states how commissions on existing subscriptions continue after termination.

10. Claims and liability

Each party represents that it is authorized to enter this Agreement. Seller will defend and indemnify AoM against third-party claims caused by Seller’s offerings, materials, fulfillment, or breach of law or this Agreement, except to the extent caused by AoM. AoM will defend and indemnify Seller against third-party claims caused by AoM’s Market operation, materials, or breach, except to the extent caused by Seller. The indemnified party must promptly notify the other, allow it to control the defense with competent counsel, and reasonably cooperate; a settlement imposing an admission or nonmonetary obligation on the indemnified party needs its consent, not to be unreasonably withheld. Except for fraud, willful misconduct, unpaid amounts, indemnity, misuse of the other party’s intellectual property, and liability that cannot lawfully be limited, each party’s total liability is capped at the greater of $10,000 or the commissions paid or payable under the accepted Commercial Schedule in the 12 months before the event giving rise to the claim. Neither party is liable for indirect or consequential loss, including lost profits, except to the extent included in a covered third-party claim.

11. Disputes and notices

A party will send a written dispute notice with enough detail to investigate. Authorized representatives will try in good faith to resolve it for 15 days before suit, except for urgent relief or a legal or payment-provider deadline. Ohio law governs, without its conflict-of-law rules. State courts in Stark County, Ohio, and the federal court serving Stark County have exclusive jurisdiction, subject to mandatory law. Formal notices go to Seller’s email in the acceptance record and to AoM at hello@agentsofmind.com, effective the next business day after sending if no automated delivery failure is received. A party must notify the other of a changed notice address.

12. Electronic acceptance and records

The signed-in person selecting “I Accept” intends to sign electronically for the Seller named in the acceptance form and agrees that AoM may retain the acceptance record, including the person’s typed name, authority, Seller legal name, account identity, date and time, and this exact version and cryptographic digest of the Agreement. The parties may keep and reproduce electronic copies for later reference. Seller can save or print this page before accepting and request a copy from hello@agentsofmind.com. An automated agent may act for Seller only when Seller has authorized it; an agent’s account or credential alone does not establish authority to bind a legal entity.