Seller Agreement

VCI Marketplace, operated by Vibe Coding Incubator LLC (Stripe d/b/a "Marketplace VC Inc.")

Effective date: June 1, 2026 Last updated: June 1, 2026

This Seller Agreement governs your participation in VCI Marketplace as a seller ("Vibe Coder"). It explains how listings get reviewed and published, how the platform commission and payouts work (including a 60-day payout hold), how refund and chargeback losses are allocated, what you warrant about your software and content, how taxes are handled, and the data-sharing relationship between us and you. It also incorporates the Stripe Services Agreement, which you accept as part of Stripe Connect onboarding.

1. Acceptance

By submitting an application to list software on VCI Marketplace, by accepting this Seller Agreement in the seller dashboard, or by listing a deal, you agree to be bound by this Seller Agreement (the "Agreement"). Your acceptance is timestamped in our records. This Agreement is in addition to our Terms of Service, Acceptable Use Policy, Privacy Policy, Cookie Policy, Refund Policy, and DMCA / IP Takedown Policy, each incorporated by reference.

2. Definitions

• "Seller," "you," "your" means the natural person or legal entity that has accepted this Agreement and is approved to list software on the Platform.
• "Platform," "we," "us," "our" means Vibe Coding Incubator LLC (operating on Stripe as "Marketplace VC Inc.") and VCI Marketplace.
• "App" means the software product you offer for sale on the Platform.
• "Deal" means the marketplace listing for an App, including its price, media, copy, redemption configuration, and FAQ.
• "Buyer" means a user who purchases your Deal through the Platform.
• "Stripe Services Agreement" means the Stripe Connected Account Agreement together with the Stripe Terms of Service, as those agreements may be modified by Stripe from time to time.

3. Eligibility and onboarding

3.1 Eligibility

To become a seller you must be at least 18 years old, able to form a binding contract, and able to complete Stripe Connect identity verification. If you are applying on behalf of a legal entity, you represent that you have authority to bind that entity, and "you" includes both you and the entity.

3.2 Application and approval

You submit an application that includes details about your App. We review applications in our discretion based on quality, compliance, and fit with the marketplace. Approval gives you the seller role on the Platform and unlocks listing and payout features. We may revoke approval if your circumstances change in a way that makes you ineligible.

3.3 Stripe Connect onboarding (mandatory before payouts)

Before you can be paid for any sale, you must complete Stripe Connect Express onboarding. Through that flow, Stripe collects the identity, business, tax, and bank information needed to make payouts and to comply with anti-money-laundering, sanctions, and other regulatory requirements. The Platform does not collect or store this data; we only receive your Stripe account reference and the onboarding/verification status that Stripe shares with us.

4. Payment processing: Stripe Services Agreement

4.1 Incorporation by reference (Stripe-mandated language)

Payment processing services for sellers on VCI Marketplace (operated by Marketplace VC Inc.) are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to this Seller Agreement or continuing to operate as a seller on VCI Marketplace, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Marketplace VC Inc. enabling payment processing services through Stripe, you agree to provide Marketplace VC Inc. accurate and complete information about you and your business, and you authorize Marketplace VC Inc. to share it and transaction information related to your use of the payment processing services provided by Stripe.

4.2 Acquirer disclosure

Stripe identifies its acquiring banks at https://stripe.com/legal/acquirer-disclosure. By completing Stripe-hosted onboarding, you acknowledge having been given access to that disclosure.

4.3 Service-agreement type

Sellers that accept card payments through the Platform are subject to Stripe's "full" service agreement (as opposed to the "recipient" agreement). The "full" Connected Account Agreement is the governing Stripe document for sellers and includes Stripe's representations, warranties, and operational requirements.

5. Listings

5.1 Listing lifecycle

Each Deal moves through a review workflow: you create it as a draft, submit it for review, and once we approve it the Deal goes live. A Deal may also be paused, marked as sold out, expire, or be rejected. You cannot submit a Deal for review until required fields, media, and your Stripe Connect onboarding are complete and your base price is within the price range currently set by the Platform (a minimum of $0.50 and a maximum shown in the seller dashboard). After approval, a Deal goes live only after passing an integration check.

5.2 Review and approval

We review every Deal before it goes live. Approval is in our sole and reasonable discretion based on quality, accuracy, security, compliance, and fit. If we reject a Deal, we will provide a reason and the opportunity to revise. Editing price or any delivery-sensitive field on an approved or live Deal will return the Deal to pending review.

5.3 Accuracy of listings

You must:

• describe your App accurately, including features, integrations, system requirements, languages supported, and any limitations relevant to a reasonable buyer;
• keep media (screenshots, demo videos, logos) current and a fair representation of the live App;
• not make misleading claims, comparisons, endorsements, or testimonials, and not include third-party testimonials without permission;
• disclose, in the listing or in the App, any AI-model providers used by the App where their use is material to the buyer's decision;
• include accurate redemption instructions and a working support contact.

5.4 Restricted Businesses (Stripe + Platform)

Your App and the way it is sold must not fall within any category on Stripe's Restricted Businesses list at https://stripe.com/legal/restricted-businesses. We adopt that list, and may extend it. If your App is borderline, ask us before listing. We may remove a listing at any time, with or without prior notice, if we believe it falls within a restricted category, presents legal or reputational risk to the Platform, or violates this Agreement.

5.5 Modifications and removal

We may, in our reasonable discretion: (a) require edits to a listing as a condition of approval; (b) correct obvious typographical errors after approval (recorded internally); (c) pause or remove a Deal that violates this Agreement, the Acceptable Use Policy, applicable law, Stripe's rules, or that introduces malware, has excessive chargebacks, or infringes intellectual-property rights; (d) stop further sales of a Deal.

6. Commission and pricing

6.1 Pricing

You set the price of your Deal within the Platform's permitted range and the rules of this Agreement. Prices are stated in US dollars by default. Promotional prices (sale prices, bundles) require Platform approval to ensure consistent buyer-facing presentation.

6.2 Commission ("revenue share")

On every sale, you keep 70% of the price and the Platform retains 30%. This single revenue share applies to all Deals: there are no tiers, listing fees, seller subscription fees, or signup fees. The 30% platform fee is charged as a Stripe Connect application fee at the time of sale, and the split that applies is recorded on each purchase when the sale is made.

6.3 Stripe processing fees

Stripe charges its own per-transaction processing fees. The Platform pays these fees out of its 30% share — they are not deducted from your 70%. Your revenue share is always calculated on the gross sale price (net of any marketplace-facilitator tax under Section 6.4), in accordance with the Stripe Services Agreement and Stripe's posted rates.

6.4 Taxes

You are responsible for determining, collecting (where you are the tax-liable party), reporting, and paying all taxes arising from your sales on the Platform, including any sales tax, withholding tax, and income tax obligations in your jurisdiction. We will provide the records reasonably necessary to support your tax filings. Where the Platform is required by law to act as a marketplace facilitator (US state sales tax), we will do so; in those cases we will deduct the collected tax from the gross amount before computing your share, and we will issue you the reporting needed.

7. Payouts

7.1 Payout schedule and hold

Your share of each completed purchase is held in the Platform's Stripe balance for 60 days from the date of the purchase ("Hold Period"). The Hold Period exists to cover refunds, chargebacks, fraud reviews, and disputes. After the Hold Period, eligible amounts become available for payout.

7.2 Manual schedule, batched payouts

Payouts are batched by period and initiated by the Platform on a manual schedule. Only purchases marked completed that have cleared the Hold Period are included. The minimum payout per period is USD 10; amounts below that threshold roll over to the next period.

7.3 Eligibility for payout

Payouts require: (a) a fully verified Stripe Connect Express account in good standing; (b) no unresolved chargebacks, fraud holds, or compliance flags; and (c) no breach of this Agreement. If Stripe restricts or suspends your account, we cannot pay you until Stripe resolves the issue with you.

7.4 Currency and exchange

Payouts are made in the currency Stripe supports for your country. Currency conversion (if any) is performed by Stripe at the rate Stripe applies and may attract a Stripe conversion fee.

8. Refunds, disputes, and chargebacks: liability allocation

8.1 Platform as merchant of record

For card transactions on the Platform we use Stripe Connect with destination charges. The Platform is the merchant of record. Under the Stripe Connect configuration we use, Stripe debits refunds, disputed amounts, dispute fees, and chargeback losses from the Platform's Stripe balance.

8.2 Your contractual responsibility to fund refunds and chargebacks

Even though Stripe debits the Platform's balance, you remain contractually responsible to us for refunds, chargebacks, dispute fees, and related losses arising from sales of your Deals, except where the loss is caused by our own negligence or willful misconduct. We may recover those amounts from you by:

• reversing the Stripe transfer that funded your share of the affected purchase, where the transfer is still reversible;
• setting off the amount against any future payout owed to you;
• invoicing you for the unrecovered balance, payable within 14 days; and/or
• exercising any other remedy at law or in equity.

8.3 Post-payout refunds

If a refund or chargeback occurs after we have already paid out your share of the relevant purchase, you are obligated to repay us within 14 days of our written demand. We may also offset the amount against future payouts. Failure to repay is a material breach of this Agreement.

8.4 Refund policy on listings

Each Deal is sold under a refund policy that you set and that we display on the listing. The default is a 30-day money-back guarantee unless your listing states otherwise. You must honor your stated policy. We will process refunds in accordance with the listing's policy, and the consequences described in our Refund Policy and in Section 4.3 of the Terms of Service (a full refund revokes the redemption code and ends the buyer's access) apply.

8.5 Discretionary refunds and account standing

We may also process refunds outside the listing's policy where required by law, where the buyer has a non-frivolous fraud or non-delivery claim, where you become unresponsive to your buyers, or where we reasonably consider it necessary to protect the Platform's reputation and integrity. We will tell you when we exercise this discretion and will work in good faith to allocate the loss in accordance with this Section.

9. Your obligations to buyers

You must:

• provide the App that the listing describes, in working order, on the redemption schedule promised;
• provide reasonable support to buyers, including responding to support requests within a reasonable time (target: 72 hours for non-critical, 24 hours for critical bugs);
• fix critical bugs within 72 hours of a confirmed report, where reasonably practicable;
• maintain a clear and lawful end-user license agreement and privacy notice for the App; link them from the listing or the App itself;
• comply with all consumer-protection law applicable to the buyer.

10. Intellectual property

10.1 You retain ownership

You retain all right, title, and interest in and to your App, your listing content, your trademarks, and any related materials. Nothing in this Agreement transfers ownership of your intellectual property to the Platform.

10.2 License to the Platform

You grant Vibe Coding Incubator LLC a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (for technical adaptation only), transmit, publish, display, and distribute your listing content (titles, descriptions, images, demo videos, FAQs, testimonials, logos, trademarks) for the operation, marketing, and promotion of the Platform, on the Platform itself and across our marketing channels (including social media, email to existing subscribers, blog posts, and third-party advertising about the Platform). The license terminates within a commercially reasonable time after a listing is removed and you ask us to stop using it, except for: (a) cached or archival copies retained for technical or legal reasons; (b) copies shared with users who interacted with the listing before removal; and (c) anonymized analytics.

10.3 Warranties of ownership and non-infringement

You represent and warrant that: (a) you own or have all necessary rights to your App and listing content; (b) your App and listing content do not infringe any third party's intellectual-property, privacy, publicity, or other rights; (c) any open-source software included in your App is used in compliance with its license; (d) you have all rights necessary to grant the licenses described in Section 10.2; and (e) any testimonials, quotes, or third-party names on your listing are accurate and used with permission.

10.4 IP takedown

IP takedown requests are handled under our DMCA / IP Takedown Policy. You will receive any notice that targets your listing and you may submit a counter-notice as described in that policy.

11. Privacy and data sharing

11.1 Independent controllers

For personal data shared by the Platform with you (buyer name and email, deal identifiers, transaction references), the Platform and you act as separate, independent data controllers. You are responsible for your own compliance with applicable data-protection laws (including the CCPA/CPRA and other US state privacy laws, and any equivalent law in your buyers' jurisdictions).

11.2 Permitted purposes

You may use the buyer personal data we share with you only for:

• delivering the App and the buyer's purchase entitlement;
• providing customer support to the buyer for the App they purchased;
• responding to a buyer's rights request that the buyer has sent directly to you;
• meeting your own legal obligations (tax, anti-fraud).

You may NOT use buyer personal data for marketing, profiling, sale or sharing for cross-context behavioral advertising, training of AI models, or any other purpose, unless you have obtained an additional, separate, valid consent directly from the buyer. The buyer's decision to purchase the Deal does not constitute consent to marketing.

11.3 Security and breach notification

You will implement reasonable administrative, technical, and organizational measures to protect buyer personal data in line with industry standards. You will notify privacy@vcinc.ai without undue delay, and in any event within 72 hours, of any personal data breach affecting buyer personal data you received from the Platform.

11.4 Data subject rights

You will handle data-subject rights requests addressed to you in accordance with applicable law and will cooperate with us on requests addressed to the Platform that relate to data we shared with you. Where a buyer asks the Platform to delete their account, we will notify you, and you will delete the buyer's personal data from your systems within 30 days unless retention is required by law (for example, tax records).

11.5 Processor relationship (only if you use our APIs to process buyer data on the Platform's behalf)

If your App calls the Platform's APIs in a way that has us process buyer personal data on your behalf as a data processor (e.g., custom integrations where you direct our systems to process specific data on your instruction), the parties will execute a separate Data Processing Addendum. Until executed, no such processor relationship is established and you must not direct us to act as your processor.

12. Acceptable use

Your activities as a seller must comply with our Acceptable Use Policy. Violations may result in listing removal, suspension, termination, and forfeiture of held funds, in addition to the remedies in Section 8.

13. Term and termination

13.1 Term

This Agreement begins when you accept it and continues until terminated by either party in accordance with this Section.

13.2 Termination by you

You may terminate this Agreement at any time by giving us written notice at legal@vcinc.ai and (in the dashboard) pausing or archiving your active Deals. Existing purchases by buyers continue to be governed by this Agreement, our Terms of Service, and your listing's refund policy. Your obligation to support buyers who already purchased your App for at least 12 months from the date of purchase survives termination, unless we agree otherwise.

13.3 Termination by us

We may terminate this Agreement and remove your listings, immediately and with notice where practicable, if:

• you materially breach this Agreement, the Terms of Service, the Acceptable Use Policy, the DMCA / IP Takedown Policy, or applicable law;
• Stripe restricts, freezes, or terminates your connected account;
• you fail to fund a refund, chargeback, or claim under Section 8;
• we are required to do so by law or by a court order;
• your account is inactive (no Deal updates or sales) for six (6) consecutive months following written notice;
• your App introduces malware, exposes buyer data, or otherwise endangers users.

13.4 Effect of termination

On termination, your listings are removed from sale; we will, in our discretion, leave existing buyers' redemption codes in place so they continue to enjoy what they paid for (subject to your continuing obligations under Section 13.2). Any amounts properly owed to you for sales already completed and outside the Hold Period are paid in the next regular payout cycle. Any amounts owed by you to us (including chargeback, refund, and indemnification obligations) survive and remain payable. Termination does not affect rights or obligations that accrued before termination.

14. Representations and warranties

You represent and warrant that, at all times:

• you have full legal capacity and authority to enter into this Agreement;
• all information you provide to us and to Stripe is accurate, current, and complete;
• you and your App comply with all applicable law (consumer protection, data protection, advertising, tax, export-control, sanctions);
• you are not on any list of prohibited or restricted parties, including the OFAC SDN list; and your App is not designed for, or marketed to, persons in countries or to persons subject to applicable embargoes;
• you are not engaged in any business prohibited by the Stripe Restricted Businesses list (Section 5.4);
• your App does not infringe any third party's rights and is not malicious software.

15. Indemnification

You agree to defend, indemnify, and hold harmless Vibe Coding Incubator LLC, its officers, directors, employees, agents, and affiliates from and against any claim, liability, damage, loss, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your App, listing content, or other content you provide; (b) your acts or omissions as a seller; (c) any claim that your App or listing infringes any third party's intellectual-property, privacy, publicity, or other right; (d) your breach of this Agreement or of any applicable law (including data-protection or tax law); (e) any chargeback, refund, fine, or penalty caused by your acts or omissions; and (f) your collection, use, or disclosure of buyer personal data. We may, at your expense, take exclusive control of the defense of any matter for which you are required to indemnify us, in which case you will cooperate.

16. Disclaimers and limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT WARRANT ANY PARTICULAR SALES VOLUME, BUYER MIX, RANKING OUTCOME, OR PROMOTIONAL RESULT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VC INC. WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY. OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS UNDER OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PLATFORM COMMISSION WE RETAINED FROM YOUR SALES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR USD 100, WHICHEVER IS GREATER.

Nothing in this Section excludes or limits liability that cannot be excluded or limited under applicable law.

17. Disputes; governing law

Disputes between you and the Platform are governed by the dispute-resolution, governing-law, and venue provisions of the Terms of Service (Sections 17 and 18: binding individual arbitration before the AAA in Phoenix, Arizona, with Arizona governing law). For sellers, those provisions are an integral part of this Agreement. Because you act in a business capacity, any consumer-specific carve-outs in those sections do not apply to you.

18. Miscellaneous

18.1 Entire agreement. This Agreement, together with the Terms of Service and the other policies it incorporates, is the entire agreement between you and us regarding your activities as a seller on the Platform.

18.2 Modification. We may modify this Agreement on at least 30 days' notice by email and by a prominent notice in your seller dashboard. If a change would materially and adversely affect you, you may terminate this Agreement by written notice before the change takes effect, in which case the current version continues to govern existing purchases through the end of any applicable refund window.

18.3 Independent contractors. You are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and Vibe Coding Incubator LLC.

18.4 Assignment. You may not assign this Agreement, in whole or in part, without our prior written consent; any attempted assignment in violation is void. We may assign to an affiliate or in connection with a corporate transaction, on notice to you.

18.5 Survival. Sections that should reasonably survive termination (including 4, 6, 8, 10.3, 11, 13.4, 14, 15, 16, and 17) survive.

18.6 Notices. Notices to us: legal@vcinc.ai. Notices to you: by email to the address on your seller account or in the seller dashboard.

19. Contact

Questions about this Agreement: legal@vcinc.ai. Seller support: contact@vcinc.ai.