Legal · Seller Agreement
Seller agreement
Effective · 2026-04-29 · Version 1.0
Section 01
Take-rate and fees
SudoSell retains a flat 10% of the gross transaction value of each completed sale. The seller receives the remaining 90% minus third-party payment-processor fees (typically 2–3%, varying by buyer card country and payment method).
There is no monthly fee, no per-listing fee, and no per-feature charge. All fees are itemized on every payout statement.
Promotional discounts. Platform-funded promotional discounts (coupons, sitewide sales, marketing credits) are absorbed by SudoSell. The seller receives 90% of the original product price, not the discounted price. If a seller chooses to fund their own promotions, that arrangement is set up explicitly in advance and reflected as a reduced cut on payout statements.
We reserve the right to adjust the platform fee on a forward-looking basis with 30 days’ written notice to the email on the seller’s account. Existing sales settle at the rate that applied at the time of sale.
Section 02
Source-code policy · Tier 1: Full source
The default tier. Buyers receive every file in the product, readable and modifiable. Sellers must not minify, obfuscate, or otherwise encrypt source files at build time. Native dependencies that are binary by nature (e.g. compiled C extensions you did not author) are permitted.
Tier is locked once a sale completes. The source-code tier in effect at the time of sale is the contract between seller and buyer for that purchase. Once any product has had a completed sale, the seller cannot unilaterally downgrade or upgrade the tier. Tier changes after sales require admin review, buyer notification, and may require refunds to existing buyers when the change materially diminishes what was promised at purchase.
Section 03
Source-code policy · Tier 2: Protected core
A seller may apply to ship a product with a protected core only if it falls within the categories of: Trading bots, APIs & SDKs, DevOps tools, or Other (subject to SudoSell’s discretion). Templates, dashboards, and design kits must ship as Tier 1 only.
Tier 2 sellers commit to:
- Most code is full source. Only the specific modules declared in the seller application can be obfuscated, encrypted, or shipped as a binary.
- Documented public API. The protected module(s) must expose a documented public API so buyers can integrate, swap, and test against them.
- Core-protected badge.The product page must display the “Core protected” badge so buyers know what they are purchasing before checkout.
Section 04
Source escrow (Tier 2 only)
If a Tier 2 seller is “Inactive” for 90 consecutive days, SudoSell may release the full source (including the protected module) to all existing buyers of that product. The buyer’s license remains personal-and-commercial; redistribution of the unlocked source is not permitted.
“Inactive” means: no published release, no support ticket reply, and no seller-dashboard activity. We will email the seller at the account address at day 60 and day 75 before any escrow release; failure to respond constitutes ratification of escrow terms.
Section 05
Bug-fix SLA (Tier 2 only)
- Sev1 (broken core functionality, security vulnerability, downloads no longer work). Fixed and re-released within 14 calendar days of report.
- Sev2 (degraded behavior, edge-case bugs). Fixed within 30 calendar days.
- Tier 1 sellers are encouraged but not contractually bound to these SLAs (buyers can patch the source themselves).
Repeated SLA breaches constitute grounds for delisting per Section 11.
Section 06
License granted to buyers
The seller grants every paying buyer a perpetual, worldwide, non-exclusive, non-transferable, royalty-free commercial license to use, modify, and integrate the product into their own commercial and non-commercial work, including client work, paid SaaS, internal tooling, and production deployments. The license is subject to the following restrictions:
- Buyers may not resell or redistribute the source of the product as a stand-alone item or substantially the same product.
- Buyers may not list the product on a competing marketplace or file repository under their own name.
- License terminates if the buyer’s purchase is refunded or charged back; downloads are revoked.
Section 07
Lifetime updates
Seller commits to ship updates for at least 12 months from the date of each individual sale: security fixes, compatibility patches, and reasonable feature improvements. After 12 months, support is best-effort; the buyer keeps every release shipped before the 12-month mark and any new releases the seller chooses to make available.
“Lifetime updates” refers to the lifetime of the product on SudoSell, not the lifetime of the buyer.
Section 08
Refund policy: download-locked
SudoSell uses a download-locked refund policy rather than a blanket time-window refund. The mechanics are:
- Pre-download (within 7 calendar days of purchase, before any release is downloaded): the buyer may self-serve a full refund from their purchases page. No seller approval is required, and no adjudication takes place.
- Post-download (the buyer has downloaded any release at least once): sales are final and the buyer cannot trigger a refund themselves.
- Support-first escalation: a buyer experiencing a genuine product defect must first open a support ticket on the product. The seller is expected to respond within their declared support SLA (or per Section 05 if Tier 2).
- SudoSell adjudication:if the seller does not respond within a reasonable window, OR fails to fix an issue that is genuinely seller-caused (broken core functionality, missing files, security vulnerability disclosed without fix, materially misleading product description), the buyer may escalate to SudoSell. We review the original product page, the seller’s response timeline, and evidence of the defect, and issue a refund decision in writing to both parties.
- Refunds are not granted for:change of mind after download, “didn’t read the description”, compatibility issues clearly stated on the product page, environment-specific failures (Node version, OS, hosting setup), user configuration errors, feature requests outside the product scope.
“Reasonable window” for seller response defaults to 7 calendar days for sev1 reports and 14 days for sev2 reports. The seller’s declared SLA on their product page may shorten these defaults, but never lengthen them.
When SudoSell issues a refund post-download, the buyer’s access to all releases of the product is revoked, and the seller is chargeback-debited for the gross transaction amount.
Section 09
IP ownership and warranties
Seller warrants that they own all intellectual property in their listings, including any third-party code, assets, fonts, icons, or datasets they redistribute (with compatible licenses preserved). If a buyer is forced to take down derivative work due to seller’s IP issue, seller agrees to refund the buyer in full and indemnify SudoSell from any third-party claim arising therefrom.
Seller further warrants that the product does not contain malware, backdoors, undisclosed telemetry, cryptocurrency miners, or any functionality that misuses buyer systems.
Section 10
Reviews and rights of buyers
Buyers may publish reviews of products they own. SudoSell does not moderate reviews except for: clear policy violations (slurs, doxxing, threats), reviews not from a verified buyer, or reviews that disclose seller IP that is not public.
Sellers may not retaliate against reviewers (e.g. revoke download access, send harassing communications). Doing so is grounds for immediate delisting.
Section 11
Delisting and termination
SudoSell may delist a product or terminate a seller account for:
- Repeated SLA breaches (more than 3 sev1 misses in 12 months).
- Material misrepresentation in the product page or seller application.
- Verified IP claims from a third party.
- Inactivity per Section 04 (Tier 2 only triggers escrow; Tier 1 simply gets delisted).
- Fraudulent activity, money-laundering, or sanctions exposure.
- Refusal to honor refund decisions made by SudoSell adjudication.
Delisting decisions are communicated to the seller in writing with a reason. Sellers may appeal once via the appeals form within 14 days; the appeal is reviewed by a different team member than the original decision-maker.
Section 12
Payouts
Each completed sale credits 90% of the product subtotal (net of buyer-paid processing fee and any taxes) to a settling balance on the seller’s wallet. After a hold of approximately seven (7) days for chargeback protection, the balance moves to availableand may be withdrawn at the seller’s request.
Withdrawals are seller-initiated.SudoSell does not auto-disburse balances. Each withdrawal request is reviewed and pushed manually to the seller’s nominated bank within one to two business days under normal conditions. Minimum withdrawal is USD 5.00. The seller may save up to three bank-transfer methods.
Bank-method security hold.Adding, editing, or removing a saved bank method triggers a five (5) day hold during which no withdrawals can be requested. This is non-negotiable and applies regardless of the change’s nature.
Currency and FX.Balances are denominated in USD. When a seller’s nominated bank settles in a different currency, foreign-exchange conversion is performed by the bank or payment rail at the prevailing rate at the time of transfer. SudoSell does not absorb FX losses or volatility, and does not guarantee a particular conversion rate. Bank fees on the receiving end (correspondent fees, intermediary fees on SWIFT) are deducted from the payout amount in some jurisdictions; this is the bank’s charge, not SudoSell’s.
Payouts are net of:the 10% platform fee, refunds and chargebacks against the seller’s sales, any clawbacks resulting from policy violations, and any tax withholding SudoSell is required by law to retain.
No KYC by SudoSell during the beta.SudoSell does not currently collect tax-residency, identity, or sanctions documentation from sellers as a condition of payout. The seller is solely responsible for compliance with their own jurisdiction’s tax, AML, and sanctions law. SudoSell may reinstate KYC requirements with thirty (30) days’ notice if regulation changes.
Section 13
Tax responsibility
Each seller is solely responsible for income tax, VAT/GST, and any other tax obligations in their jurisdiction on revenue earned via SudoSell. SudoSell may withhold and remit certain transaction taxes where required by law (e.g. EU VAT MOSS); these withholdings are itemized in payout statements.
Section 14
Confidentiality and buyer data
Buyers’ personal information, contact details, transaction history, and support conversations are confidential. Sellers may contact a buyer only via the SudoSell support-ticket system or via buyer-initiated channels. Seller may not export buyer email lists for unrelated marketing without explicit, granular consent collected per applicable law.
Section 15
Limitation of liability
To the fullest extent permitted by law, SudoSell’s total liability to a seller arising from this agreement is capped at the greater of (i) the gross fees SudoSell collected from that seller’s sales in the 12 months preceding the claim, or (ii) USD 100. SudoSell is not liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost data, or business interruption.
Section 16
Indemnification
Seller agrees to indemnify and hold harmless SudoSell, its officers, directors, and employees from any claim, damages, liability, or cost (including reasonable attorneys’ fees) arising from: (i) seller’s breach of this agreement, (ii) seller’s violation of any law or third-party right, (iii) any IP claim against products listed by seller, or (iv) seller’s interactions with buyers outside of SudoSell’s platform.
Section 17
Governing law and dispute resolution
This agreement is governed by the laws of India (without regard to conflict-of-laws principles). Any dispute arising from this agreement that cannot be resolved through good-faith negotiation will be resolved by binding arbitration in Bengaluru, India under the Arbitration and Conciliation Act, 1996, conducted in English by a single arbitrator. Either party may seek injunctive relief in court for IP or confidentiality breaches without first arbitrating.
Section 18
Force majeure
Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, governmental action, internet/payment-processor outages, or pandemics. The affected party must give prompt notice and use commercially reasonable efforts to mitigate.
Section 20
Consequences of seller suspension
If a seller is suspended (for AUP violations, fraud, IP claims, chargeback patterns, or other policy breaches), the following rules apply:
- Existing sales remain valid. Suspension does not retroactively cancel completed purchases. Buyers retain their license for what they bought, and retain access to every release that was uploaded at the time of suspension.
- Future releases stop.A suspended seller cannot publish new releases. Buyers’ lifetime-updates entitlement covers releases the seller actually publishes; if the seller is no longer publishing, that entitlement has nothing to attach to.
- Settling balance continues to mature. Funds from sales captured before suspension still move from settling to available on schedule, but withdrawals are paused while review is open.
- Available balance is held. SudoSell may freeze all withdrawals during investigation. The balance is preserved and disbursed (subject to clawbacks) once review concludes.
- Severe-violation clawback. For confirmed fraud, malware distribution, IP theft, or other violations that materially harm buyers, SudoSell may withhold accrued balances entirely and use them to fund refunds to affected buyers. The seller is liable for any shortfall.
- Buyer refunds for product-affecting suspensions. If suspension is for a reason that affects the value of the product itself (malware, IP theft, materially false advertising), buyers of that product may request refunds through the appeals form. SudoSell adjudicates each request and funds approved refunds from the withheld seller balance first, then from platform reserves.
- Reinstatement.A reinstated seller (via the appeals process) regains all paused balances and the ability to publish new releases. Reinstatement is at SudoSell’s sole discretion.
Section 21
Edits to published listings
Sellers may edit any field on a published listing — title, description, imagery, price, tags, category — at any time. We log every edit and notify our review team. Sellers must understand:
- Material misrepresentation triggers buyer remedies. If a published listing is edited in a way that would have changed a reasonable buyer’s decision (e.g., removing features, changing scope, swapping the underlying product), existing buyers of the prior version may request refunds via the appeals process. SudoSell may also revert the listing to draft pending re-review.
- Price changes apply forward. A price increase does not retroactively affect prior buyers. They paid what was advertised at the time of purchase and that price is final on their order.
- Source-code tier is locked. See Section 02.
- Bait-and-switch is a serious violation. Publishing a clean listing through review and then swapping material content to mislead buyers is grounds for immediate suspension and clawback.
Section 22
Lifetime updates: what is and isn't promised
“Lifetime updates” means: every release the seller chooses to publish remains free for buyers who already own the product, for as long as the product exists on SudoSell. It does not obligate the seller to publish updates on any particular schedule, and it does not survive the seller’s departure from the platform.
If a seller stops publishing updates while their product remains listed, no policy violation has occurred — buyers simply receive no further releases. If a buyer believes the product is broken in its currently-published form and the seller is unresponsive, the post-download refund path under Section 08 applies.
Section 23
Marketplace wind-down
If SudoSell ceases operations, voluntarily or otherwise, sellers will receive at least 90 days’ written notice via the email on file. During the notice period:
- Existing buyers retain download access throughout.
- Accrued seller balances (settling, available, in-flight) are settled before final shutdown, subject to chargeback reserves and any pending refund decisions.
- New seller listings are paused; existing listings continue to sell or are taken offline as decided per the wind-down plan.
- Buyer refund eligibility windows are honored as if the platform were still running, until the published shutdown date.
Section 24
Account inactivity
A seller account with no published product, no logged-in session, and no withdrawal request in twenty-four (24) months may be marked inactive. Inactive accounts retain their data (purchases, audit logs, tax records) for the period required by applicable law. Existing buyer downloads of inactive sellers’ products continue to function. We will email the address on file before any inactivity action is taken, with at least 30 days’ notice and an opportunity to reactivate by signing in.
Section 25
Tax invoices
Buyers may request a tax-compliant invoice for any completed purchase via the support form. Invoices are issued in the buyer jurisdictions where SudoSell is registered for the relevant tax (currently none; this list will expand as we register). For jurisdictions where SudoSell is not registered, we provide a purchase receipt that buyers can use as supporting documentation for their own bookkeeping.
Sellers receive an annual statement summarizing payouts, refunds, and clawbacks within their tax-residency window. SudoSell does not file tax returns on behalf of sellers.
Section 19
Modifications, severability, entire agreement
SudoSell may modify this agreement with at least 30 days’ noticevia email to the address on the seller’s account. Continued listing or accepting payouts after the effective date constitutes acceptance.
If any provision is held unenforceable, the remainder remains in effect. This agreement, together with the Terms of Service, Privacy Policy, and Acceptable Use Policy, constitutes the entire agreement between seller and SudoSell.
Questions about this document? Send a legal contact form or open a support request.
This document may be amended from time to time. Material changes will be communicated by email to the address on file at least 30 days before they take effect.