Soukbase Seller Agreement

This agreement is between you ("Seller") and Soukbase, operator of soukbase.com ("Soukbase", "we"). It is not legal advice. Related documents: Acceptable Use Policy (/legal/aup.md), Prohibited Goods (/legal/prohibited-goods.md), Seller Requirements (/legal/seller-requirements.md), Report and takedown (/legal/report.md), Refunds (/legal/refunds.md), Privacy Policy (/legal/privacy.md).

1. Parties and what Soukbase is

1.1 Soukbase has no registered company and no postal notice address. Notices to Soukbase go by email only: founder@soukbase.com. Support: support@soukbase.com. Soukbase gives notices to the email you registered.

1.2 Soukbase is a catalogue. It lists the Seller's goods and links buyers' software agents to the Seller's own storefront at the Integrator (apibase.pro). Soukbase is not the seller, not a merchant of record, not a payment institution, not an escrow agent and not a party to any sale. The sale contract is between the Seller and the buyer.

1.3 Soukbase never receives, holds or transmits Seller or buyer funds. Buyers pay USDC on Base or Tempo directly to the Seller's wallet through the Seller's own Integrator merchant account. Soukbase cannot reverse, cancel, recover or redirect any payment.

1.4 The Seller separately accepts the Integrator's documents (Merchant Agreement, Acceptable Use Policy, DPA, Refund Framework) with its own wallet signatures. Those documents are an agreement between the Seller and the Integrator, not with Soukbase. Where the Integrator's rules and this agreement differ, the stricter rule applies to the Seller.

2. Eligibility

2.1 You are of legal age and able to contract. If you act for a business, you are authorised to bind it. 2.2 You control the payout wallet you register. One wallet, one Integrator merchant. 2.3 You are not, and none of your owners or payout wallets is, on a sanctions list, including the OFAC SDN list. You are not located in or ordinarily resident in a country or region comprehensively sanctioned by the US, EU or UN, or in one of the 25 countries in the Integrator's Acceptable Use Policy, which Soukbase adopts as is (list in /legal/seller-requirements.md). Where two rules differ, the stricter wins. Soukbase checks seller wallets against the OFAC SDN list when you register, when a wallet changes, and after each list update.

3. Seller's representations and warranties

By listing, and each time you publish or update a listing, you represent and warrant that:

a. Rights. You own the goods or hold all rights needed to sell them, to deliver them to buyers, and to let Soukbase display the listing text and metadata. Nothing infringes any copyright, trademark, patent, trade secret, privacy or other right. For your first listing, Soukbase always asks for proof of rights; later, on request or when a report arrives. b. Accuracy. The title, description, price, delivery mode, delivery time, format, version and limitations are true and complete. The goods work as described. c. Delivery. After a confirmed on-chain payment you deliver through your Integrator storefront, in the mode and within the time stated in the listing (see /legal/seller-requirements.md). Manual delivery is not offered. d. No prohibited goods. The goods are not on the Prohibited Goods list. e. No instructions to agents. Listing text and delivered files contain no instructions addressed to a buyer's software agent (see /legal/aup.md section 3). f. Sanctions and wallet. The statements in section 2 are true. g. Taxes. You are solely responsible for all taxes on your sales (income, VAT, GST, sales tax, withholding) and for any invoice or receipt the law requires. Soukbase does not collect, report or remit taxes for you. If Soukbase ever becomes a marketplace facilitator or must collect VAT, it will tell you by 30 days' notice before that applies to you, and you may remove your listings instead. h. Consumer law. If a buyer is a consumer, you comply with the consumer law that applies to you and to the buyer, including information duties and any right of withdrawal. For digital content delivered at once you set the Integrator option waive_withdrawal only where the law allows and the buyer is asked. When you set it, the listing shows "withdrawal right waived on instant delivery", and Capsule shows it before paying. Soukbase does not decide for you whether a waiver is valid. i. Contact. The email you gave is monitored. You answer reports and disputes within 7 days.

4. Refunds and disputes: handled by the Seller

4.1 The Seller handles refunds and disputes for its own orders, under the Integrator's Refund Framework and the refund window stated in the listing (0 to 30 days, default 14). Refunds are sent by the seller from the seller's wallet and recorded by the Integrator. 4.2 Soukbase does not guarantee, fund, pay or automate refunds. 4.3 Minimum standard. If a paid order is not delivered, or the delivered goods are materially different from the listing or do not work, you must deliver or refund within 7 days of the buyer's valid report. A change of mind after delivery of digital goods is not a ground for refund, except where mandatory consumer law says otherwise. 4.4 Duplicate payment caused by the platform or a technical fault: refund within 7 days. 4.5 Soukbase is not an arbitrator. We may pass reports and statements between the parties, publish outcome counts, and pause or remove a listing under section 9. The outcome of a dispute is between you and the buyer.

5. Crypto payments: no chargebacks, and funds can be frozen

5.1 Payments are final on-chain. Soukbase has no ability to reverse a payment. 5.2 A buyer's agent may pay with stolen or illicit USDC. The issuer of USDC can blocklist addresses and freeze USDC, and may act on legal orders. If funds you received are frozen, blocklisted or claimed by a victim or authority, that is a matter between you, the issuer, the authority and the claimant. Soukbase cannot prevent, undo or compensate it, and you bear the loss. Do not move received funds in ways meant to hide their origin. 5.3 You bear the risks of the networks (Base, Tempo), gas fees, wallet key loss, wrong addresses, chain reorganisations, and outages of the Integrator, facilitators or the issuer. Soukbase operates none of these. 5.4 If a sanctions or law-enforcement request requires it, Soukbase may refuse to list you, remove listings, and report to authorities. Soukbase holds none of your funds, so it cannot freeze or release them.

6. What you give Soukbase

6.1 A non-exclusive, worldwide, royalty-free licence to display your listing data (text, prices, schema, hashes) on soukbase.com, in its API, its MCP server when available, feeds, llms.txt and discovery indexes, and to cache and index it, while the listing is live and for a reasonable time afterwards for logs and caches. 6.2 The public listing feed is open data under CC BY 4.0, with attribution "via soukbase.com" and per-item source_url and source_hash. Others may rebuild an index from the feed. Crawling pages instead of the feed is not allowed (see /legal/aup.md). 6.3 Soukbase stores listing metadata and content hashes. It does not store the goods, license keys or API keys you deliver. There are no file uploads to Soukbase.

7. Public records and measurements

7.1 Payments produce public receipts at the Integrator that show the payer wallet, amount, chain and transaction hash. They are public and cannot be deleted. Your payout wallet is public on-chain in any case. See /legal/privacy.md. 7.2 Soukbase may compute and publish, per seller and listing, measurements from orders and events (counts of paid orders, delivery time, reports, pauses), including the tiers T0 to T3. A measurement is shown only where enough orders exist; otherwise the page says "not measured". Tiers describe what was checked, on a date. They are not a statement that you or your goods are safe, trusted or verified.

8. New-seller limits

Until you reach tier T3 (10 paid orders from at least 5 distinct payers and no open reports), a listing price is at most 20.00 USDC, you may have at most 5 live listings, and an order is for one unit. Your first listing is always reviewed by a person. After T3, the price cap is the Integrator's own cap and the number of listings is not limited. The Integrator applies its own caps separately.

9. Moderation, suspension and removal

9.1 Soukbase may, with or without notice, reject a listing; pause or remove a listing; suspend or end a seller account; and remove listings from search, API, feeds and, when available, MCP. Reasons include breach of this agreement, the Prohibited Goods list or the AUP; a valid IP notice; reports from buyers' agents; fraud or suspected fraud; sanctions concerns; a legal request; risk to buyers. 9.2 Automatic pause: a listing is paused when it gets 3 reports of not_delivered, not_as_described, does_not_work or fraud_or_scam from 3 distinct payer wallets within 30 days. One credible report of prohibited_goods, malware or prompt_injection hides the listing as pending_review until a person checks it. A pause only affects the catalogue, never money. 9.3 Strikes for breaches other than IP: 2 strikes suspend the account for 30 days; 3 strikes within 12 months end it. Obvious fraud ends it at once. IP strikes follow /legal/report.md. 9.4 Immediate action, without prior notice, applies to prohibited goods, fraud, sanctions matches, malware and legal requests. Otherwise we tell you the category of the reason by email. We do not publish the detailed rules of automatic filters. 9.5 Appeals: email founder@soukbase.com within 14 days with the listing or order id. A person answers, usually within 5 business days. Soukbase is run by one operator and says so if it is slower. 9.6 Removing a listing does not cancel orders already paid. You must still deliver or refund them. 9.7 You may remove your listings at any time and end this agreement with 30 days' notice, or immediately if you have no open orders.

10. Fees

10.1 Soukbase charges 0% during the pilot, and the Integrator's fee is 0% at the time of writing. Soukbase never deducts anything from a payment. 10.2 Soukbase may introduce a fee only with at least 30 days' notice to your contact email and on soukbase.com, stating the fee, how it is collected and the start date. You may remove your listings before it takes effect.

11. Your responsibility; indemnity

You are responsible for your goods, listings, content, delivery, support, taxes and compliance. You will indemnify Soukbase and its operator against third-party claims, fines and reasonable costs arising from your goods, listings, infringement, taxes or breach of this agreement, to the extent permitted where the Seller is a consumer.

12. No warranty; limit of liability

12.1 Soukbase is provided "as is" and "as available". We do not warrant uptime, traffic, sales, ranking or agent behaviour, or that any buyer or agent will find or buy your goods. We do not guarantee that a buyer is honest or solvent, or that its funds are lawful. 12.2 To the extent the law allows, our total liability to you for all claims is limited to the greater of the fees you paid to Soukbase in the previous 12 months and USD 100. We are not liable for indirect or consequential loss, lost profit, lost data, lost sales or frozen funds. 12.3 No limit applies to fraud, wilful misconduct, gross negligence, or rights that cannot be excluded by law, including mandatory consumer rights.

13. Changes

We publish each version with a version number, an effective date and a sha256 hash in the first line of the document. We give 30 days' notice by email for any change that increases your obligations or fees. Continued listing after the effective date means acceptance; you may remove your listings instead.

14. Acceptance

You accept by signing, with the payout wallet, an EIP-4361 message whose Resources lines carry the version hashes of three documents: this agreement, the Acceptable Use Policy and the Refunds page. You also tick the box on the seller form. We store the signature, the three hashes, the version and the time. The other documents named at the top of this agreement apply by reference, in the version published when you act under them; each carries its version, effective date and hash in its first line, and each moderation decision records the hash of the rule set it applied (published at /aup.json).

15. Governing law and disputes

This agreement is governed by the law of England and Wales (drafting default, to be confirmed by counsel). The courts of England and Wales have non-exclusive jurisdiction. Mandatory consumer law of the Seller's place of residence prevails where it must. Before any claim, the parties try in good faith to resolve the matter for 30 days after written notice by email.

16. General

Force majeure; severability; entire agreement on the subject (together with the documents named above). The Seller may not assign this agreement without consent. Soukbase may assign it to a successor entity with 30 days' notice by email; the Seller may end the agreement instead. Sections 3, 5, 6 (as to caches and logs), 7.1, 11, 12 and 15 survive termination.