MODAPAYA LLC Seller Policies

Preamble and Introduction

These MODAPAYA LLC Seller Policies ("Policies," "Seller Agreement," or "Agreement") outline the terms, conditions, rights, and responsibilities governing the use of the MODAPAYA online marketplace platform, including its websites, mobile applications, tools, and services (collectively, the "Platform" or "Services"), by individuals or entities acting as sellers ("Seller," "Sellers," or "you").

These Policies constitute a legally binding contract between the Seller and MODAPAYA LLC, a limited liability company registered and operating under the laws of the State of Texas, USA ("MODAPAYA," "we," "us," "our"). By registering for a Seller account, listing items for sale, accessing, or otherwise using any part of the Services as a Seller, you acknowledge that you have read, understood, and agree to be bound by this Seller Agreement in its entirety, including all policies incorporated herein by reference.¹ If you do not agree to these terms, you may not use the Services as a Seller.

MODAPAYA reserves the right to update, modify, or amend these Policies at any time. Sellers will be notified of material changes as outlined in the Policy Updates section of this Agreement. Continued use of the Services after the effective date of any changes constitutes acceptance of the revised Policies.

Key Definitions:

• Buyer: An individual or entity purchasing goods through the MODAPAYA Platform.
• Content: Any text, images, videos, audio, or other materials uploaded, posted, or displayed by a Seller on the Platform, including listing descriptions, photos, shop information, and communications.
• Listing: A Seller's offer to sell a specific item through the Platform.
• Personal Information: Information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
• Other terms are defined within the relevant sections of these Policies.

Section 1: Overall Seller Agreement & Core Responsibilities

1.1 Acceptance of Terms

This Seller Agreement, along with all policies incorporated by reference (as detailed in Section 1.4), governs the Seller's access to and use of the MODAPAYA Platform and Services. Acceptance of these terms is a prerequisite for operating as a Seller on MODAPAYA.

By completing the registration process for a Seller account, which includes affirmatively checking a box or clicking a button indicating acceptance, or by listing items for sale, or otherwise accessing or using any MODAPAYA Services designated for Sellers, the individual or entity acting as the Seller expressly agrees to be legally bound by all terms and conditions contained within this Seller Agreement and all incorporated policies.¹ This "clickwrap" method ensures a clear record of assent.³  

MODAPAYA reserves the right to modify these Policies from time to time. Material changes will be communicated to Sellers through methods such as email notification to the address associated with the Seller's account or prominent announcements on the Platform. Such notifications will precede the effective date of the changes by a reasonable period, typically no less than 15 days, unless immediate changes are required for legal or security reasons. The practice of providing proactive notification aligns with regulatory expectations regarding policy modifications, ensuring transparency and avoiding potentially unfair practices associated with unannounced changes.⁴ It is the Seller's responsibility to review these updates. Continued use of the Services after the effective date of any modifications constitutes the Seller's binding acceptance of the revised Policies.

1.2 Seller Account Responsibilities

Maintaining a secure and accurate Seller account is fundamental to participation in the MODAPAYA marketplace. Sellers are responsible for meeting eligibility requirements, providing truthful information, complying with verification procedures, and safeguarding their account access.

• Registration and Eligibility: To register as a Seller, individuals must be at least 18 years of age and legally capable of entering into binding contracts. Businesses must be duly organized, validly existing, and in good standing under the laws of their jurisdiction. Sellers must provide accurate, complete, and current information during registration and maintain the accuracy of this information throughout their use of the Services. This includes, but is not limited to, legal name, business name (if applicable), physical address, email address, phone number, payment information (for receiving payouts), and tax identification details.⁵  

• Information Accuracy and INFORM Consumers Act Compliance: Sellers are required to keep all account information up-to-date. Pursuant to the federal Integrity, Notification, and Fairness in Online Retail Marketplaces for Consumers Act ("INFORM Consumers Act"), MODAPAYA is legally obligated to collect, verify, and, in certain cases, disclose information about "High-Volume Third-Party Sellers".⁶  

  • A "High-Volume Third-Party Seller" is defined as a Seller who, in any continuous 12-month period during the previous 24 months, has entered into 200 or more discrete sales or transactions of new or unused consumer products through the MODAPAYA Platform resulting in aggregate gross revenues of $5,000 or more.⁶
  • Information Collection: If a Seller meets the definition of a High-Volume Third-Party Seller, MODAPAYA must, within 10 days of the Seller qualifying, collect the following information:
    • Bank Account Information: A bank account number or, if the Seller does not have a bank account, the name of the payee for payments issued by MODAPAYA to the Seller.⁶
    • Tax Identification Number: A business tax identification number (TIN) or, if the Seller does not have one, a taxpayer identification number (e.g., Social Security Number for individuals).⁶
    • Contact Information: A current, working email address and phone number. For individual Sellers, their name. For business entities, a copy of a valid government-issued identification for an individual acting on behalf of the Seller (showing name and physical address) OR a copy of a valid government-issued record or tax document showing the business name and physical address.⁶
  • Verification: MODAPAYA is required to verify the collected information within 10 days using reliable methods to ensure it is valid, corresponds to the Seller, is not misappropriated, and is not falsified.⁶ This verification process may be integrated with MODAPAYA's general Know Your Customer (KYC) and Know Your Business (KYB) procedures to streamline onboarding and ensure platform trust.⁹
  • Seller Cooperation: Sellers, particularly those qualifying as High-Volume Third-Party Sellers, must promptly provide the requested information and cooperate fully with MODAPAYA's verification efforts. This includes responding to requests for documentation and clarification.⁸
  • Annual Certification: High-Volume Third-Party Sellers will be required to certify electronically, at least annually, that their information is current or provide updated information to MODAPAYA.⁷
  • Consequences of Non-Compliance: Failure to provide the required information or cooperate with verification or annual certification within the specified timeframes (typically 10 days after notice) will result in the suspension of the Seller's selling privileges on the Platform until compliance is achieved, as mandated by the INFORM Consumers Act.⁶ Providing false information is a violation of these Policies and may lead to immediate account termination.

• Account Security: Maintaining the security of the Seller account is a shared responsibility. Sellers must create strong, unique passwords for their MODAPAYA account and safeguard their login credentials. Passwords should be complex and not reused across other services.¹³ MODAPAYA may offer or require multi-factor authentication (MFA) for enhanced security, which is considered a critical security practice.¹⁴ Sellers are solely responsible for all activities that occur under their account, whether authorized or not. Sellers must immediately notify MODAPAYA of any suspected unauthorized access to or use of their account. While MODAPAYA implements security measures to protect the platform, Sellers acknowledge their crucial role in preventing unauthorized access through diligent credential management.¹³  

1.3 General Conduct and Communication Standards

Sellers are expected to conduct themselves professionally and respectfully in all interactions associated with the MODAPAYA Platform. This standard applies to communications with Buyers, other Sellers, and MODAPAYA personnel, whether through public forums, reviews, direct messaging, or support channels.

• Professionalism and Respect: All communications must be courteous and professional. Harassment, discrimination (based on race, ethnicity, religion, gender, sexual orientation, disability, or any other protected characteristic), threats, intimidation, profanity, and abusive language are strictly prohibited and violate the Community Policy (Section 5.1).¹⁷
• Buyer Communication: Sellers must respond to Buyer inquiries, order-related questions, and dispute communications promptly and professionally. Timely and clear communication is essential for a positive customer experience and is a factor in Seller performance evaluations. Adherence to expected response times (e.g., within 48 hours, as potentially defined in Section 8.3) is crucial and directly impacts the Seller Response Rate metric. Failure to meet these communication standards can negatively affect a Seller's performance standing and may lead to consequences outlined in Section 1.5.
• Cooperation with MODAPAYA: Sellers are expected to cooperate fully and timely with MODAPAYA support staff and investigation teams regarding policy compliance, disputes, or other platform-related matters.

1.4 Relationship to Other Policies (Incorporation by Reference)

This Seller Agreement is the foundational document governing the Seller's relationship with MODAPAYA. However, it operates in conjunction with several other specific policies that detail rules for various aspects of using the Platform.

This Agreement hereby incorporates by reference all other MODAPAYA policies applicable to Sellers, as may be amended from time to time. These include, but are not limited to:

• MODAPAYA Listing & Content Policies (Section 2)
• MODAPAYA Fees, Payments & Tax Policies (Section 3)
• MODAPAYA Shipping & Fulfillment Obligations (Section 4)
• MODAPAYA Community & Platform Integrity Rules (Section 5)
• MODAPAYA Privacy & Data Protection policies, including the Seller Privacy Notice (Section 6)
• MODAPAYA Marketing, Advertising & Optional Program Terms (Section 7)
• MODAPAYA Platform Usage, Support & Performance Policies (Section 8)
• The general MODAPAYA Terms of Use
• The general MODAPAYA Privacy Policy

Sellers agree to read, understand, and comply with all such incorporated policies as a condition of using the Services.¹ To facilitate access and understanding, MODAPAYA endeavors to maintain a centralized policy hub or index on its website where Sellers can easily locate and review all applicable policies.²⁰  

In the event of a direct conflict between a provision in this Seller Agreement and a provision in a more specific incorporated policy, the terms of the specific policy shall govern with respect to the particular subject matter addressed therein. However, this Seller Agreement shall govern the overall legal relationship and general obligations between the Seller and MODAPAYA.

1.5 Consequences for Policy Violations

MODAPAYA takes compliance with its policies seriously to maintain a safe, fair, and trustworthy marketplace for all users. Violations of this Seller Agreement or any incorporated policy may result in enforcement action, undertaken at MODAPAYA's sole discretion.

Potential actions MODAPAYA may take in response to policy violations include, but are not limited to:

• Issuing official warnings.
• Removing or disabling access to specific Listings or Content.
• Temporarily suspending selling privileges.
• Indefinitely suspending or terminating the Seller's account and access to the Services.
• Withholding or delaying payouts, subject to applicable laws and regulations, particularly in cases of fraud, illegal activity, or significant disputes.
• Reversing payments or seeking reimbursement for losses incurred due to the violation (e.g., refunds issued under a Purchase Protection Program due to seller fault).
• Taking legal action to recover damages or seek injunctive relief.
• Reporting illegal activities to appropriate law enforcement authorities.

The specific action taken will depend on factors such as the severity of the violation, the Seller's history on the platform, and the impact on other users or the integrity of the marketplace. Failure to comply with INFORM Consumers Act requirements regarding information provision and verification will result in suspension as mandated by law.⁸ Similarly, failure to meet Seller Performance Standards (Section 8.3) may lead to tiered consequences, potentially culminating in suspension or termination.

MODAPAYA retains sole discretion in determining whether a violation has occurred and the appropriate enforcement action. Sellers whose accounts are suspended or terminated may have the right to appeal the decision through a process outlined separately by MODAPAYA, if available. However, submitting an appeal does not guarantee reinstatement.

Section 2: Listing & Content Policies

This section outlines the rules governing the types of items permitted for sale on MODAPAYA and the standards for content associated with those listings. Sellers are responsible for ensuring all their listings and associated content comply with these policies and all applicable laws.

2.1 Prohibited Items & Creativity Standards

MODAPAYA aims to be a marketplace for. To maintain the integrity and focus of the marketplace, and to comply with legal and safety standards, certain items are strictly prohibited.

Sellers may not list, offer for sale, or sell any items that fall into the following categories:

• Illegal Items: Items that are illegal to sell or possess under federal, Texas state, or local law. This includes stolen goods, items obtained through illicit means, or items requiring licenses or permits that the Seller does not possess.
• Weapons and Hazardous Materials: Firearms, ammunition, explosives, certain knives (e.g., switchblades, undetectable knives), hazardous chemicals, poisons, radioactive materials, recalled items posing safety risks, and other inherently dangerous items. Specific regulations regarding items like pesticides must be strictly followed.
• Alcohol, Tobacco, Drugs, and Related Paraphernalia: Alcoholic beverages, tobacco products (including e-cigarettes and vaping products), illegal drugs, prescription drugs, controlled substances (including CBD products unless explicitly permitted under evolving regulations and platform policy), drug paraphernalia, and items marketed for intoxication.
• Counterfeit Goods and Intellectual Property Infringement: Items that are counterfeit, replicas, unauthorized copies, or otherwise infringe upon the intellectual property rights (copyright, trademark, patent) of others. (See Section 2.4).
• Hateful and Offensive Content: Items that promote, support, or glorify hatred, violence, discrimination, or intolerance towards individuals or groups based on protected characteristics (race, ethnicity, religion, gender, sexual orientation, disability, etc.).
• Explicit and Mature Content: Items violating the Mature Content & Nudity Policy (Section 2.2), including illegal pornography or non-consensual imagery.
• Regulated Goods: Items subject to specific regulations or requiring pre-approval not obtained by the seller (e.g., certain medical devices, financial products, gambling items).
• Services and Intangibles: Generally, listings must be for tangible physical goods or specific digital items explicitly permitted by MODAPAYA. Listings solely for services (e.g., repairs, consulting), rentals, advertisements, or intangible items (e.g., spells, digital accounts) are typically prohibited.
• Animals and Certain Animal Products: Live animals, endangered species products (ivory, certain furs), and items violating wildlife protection laws are prohibited. Specific rules may apply to ethically sourced animal products like bones or pelts from non-protected species.
• Human Remains and Body Fluids: Items containing human body parts, bodily fluids, or human remains are prohibited.

The following table provides a non-exhaustive summary of prohibited item categories:

Category	Examples	Supporting Research
Illegal Activities & Items	Stolen goods, items requiring illegal acts, items violating laws/regulations, lockpicking devices (unless permitted for legal use)
Weapons & Hazardous Materials	Firearms, ammunition, certain knives (switchblades, undetectable), explosives, fireworks (except minor types if permitted), poisons, hazardous chemicals (e.g., Methylene Chloride, Carbon Tetrachloride), radioactive materials, recalled items, unregistered pesticides
Alcohol, Tobacco, Drugs & Paraphernalia	Alcoholic beverages, tobacco products, e-cigarettes/vapes, nicotine products, illegal drugs, prescription drugs, controlled substances (inc. CBD unless explicitly allowed), drug paraphernalia (pipes, bongs), items intended for drug creation/use
Counterfeit & IP Infringing Items	Counterfeits, replicas, unauthorized copies of branded goods, items violating copyright/trademark/patent	(Cross-ref Sec 2.4)
Hateful & Offensive Content	Items promoting hate, violence, discrimination based on protected characteristics
Regulated Goods	Certain financial products, gambling items (raffles, mystery boxes), recalled products, items requiring licenses not held by seller
Services & Intangibles	Most services (repairs, consultations), rentals, advertisements, digital accounts, virtual currency, spells, items not in seller's possession (dropshipping unless explicitly permitted)
Animals & Regulated Animal Products	Live animals, products from endangered/protected species (ivory, certain furs), items violating wildlife laws
Adult & Explicit Content	Items violating Mature Content Policy (Sec 2.2), illegal pornography, non-consensual imagery, fetish items (potentially)	(Cross-ref Sec 2.2)
Human Remains & Body Fluids	Human body parts, organs, blood, bodily fluids, soiled items
Food & Consumables (Restrictions Apply)	Homemade food, certain perishables, ingestible items making unapproved health claims (e.g., miracle cures, weight loss), FDA-restricted items, certain supplements

This list is not exhaustive and is subject to change based on legal requirements and MODAPAYA's discretion. MODAPAYA reserves the right to remove any listing or suspend any account believed to violate these standards or pose a risk to the community, even if the item is not explicitly listed above. Sellers are responsible for ensuring their products comply with all applicable federal, state (including Texas), and local laws and regulations.

2.2 Mature Content & Nudity Policy

MODAPAYA permits the sale of certain items that may be considered mature or contain nudity, provided they meet artistic, historical, or educational criteria and comply with the following guidelines. Illegal or harmful explicit content is strictly prohibited.

• Definition: Mature content includes items depicting non-explicit nudity, artistic representations of the human form, or themes suitable for adult audiences only. Prohibited explicit content includes, but is not limited to, pornography, non-consensual sexual content, content depicting illegal sexual acts, and content exploiting minors.
• Listing Requirements: Items classified as mature content must be accurately categorized and tagged as "mature" using MODAPAYA's designated tools. This allows the platform to restrict visibility to users who have opted-in to viewing such content or are verified as adults, where applicable.
• Image Display: Primary listing images for mature content items must be appropriate for a general audience. Any explicit nudity or potentially offensive elements must be obscured or cropped in the main gallery images. Uncensored images may be permitted within the listing description itself, clearly marked as mature. MODAPAYA may utilize image filtering technology to aid enforcement.
• Prohibitions: Listings containing or promoting illegal acts, non-consensual sexual content, hate speech, or exploitation are strictly forbidden and will be removed, potentially resulting in account termination and reporting to law enforcement.

Sellers are responsible for ensuring their listings comply with both MODAPAYA's policies and all applicable laws regarding mature and explicit content. Providing clear examples and definitions helps sellers navigate this sensitive area and reduces the likelihood of accidental violations or inconsistent enforcement.

2.3 Listing Requirements

Accurate and high-quality listings are essential for building buyer trust, reducing disputes, and ensuring a positive shopping experience. Sellers must adhere to the following standards for all listings on MODAPAYA:

• Titles and Descriptions: Listing titles and descriptions must be accurate, honest, complete, and relevant to the item being sold.⁵ Misleading information, exaggerated claims, keyword stuffing (using irrelevant terms to manipulate search results), and false advertising are prohibited. Descriptions should clearly state the item's condition (e.g., new, used, vintage, refurbished), materials, dimensions, and any relevant flaws or characteristics. Framing accuracy as vital for buyer trust can encourage better compliance, as inaccurate listings often lead to returns and negative reviews, impacting seller performance metrics.
• Images and Videos: Sellers must use high-quality images and videos that accurately represent the item being sold.²⁰ Images/videos must be original content created or owned by the Seller, or used with explicit permission or license from the rights holder. Using images, videos, or text copied from other sellers, manufacturers, or websites without authorization is strictly prohibited and constitutes intellectual property infringement (see Section 2.4). Stock photos are generally discouraged unless specifically permitted for certain categories and properly licensed. Images and videos must also comply with the Mature Content & Nudity Policy (Section 2.2).
• Categorization and Attributes: Sellers must list items in the most appropriate category and accurately fill out all relevant item attributes to ensure proper search visibility and filtering.

Failure to meet these listing requirements may result in listing removal, warnings, or other actions as outlined in Section 1.5.

2.4 Intellectual Property Policy

MODAPAYA respects the intellectual property (IP) rights of others and expects its Sellers to do the same. Sellers are solely responsible for ensuring that the items they sell and the content they upload (including text, images, logos, designs) do not infringe upon the copyright, trademark, patent, or other IP rights of third parties.²² The sale of counterfeit goods, unauthorized replicas, or items that otherwise violate IP rights is strictly prohibited.

MODAPAYA complies with the Digital Millennium Copyright Act (DMCA) and provides a process for rights holders to report alleged copyright infringement and for Sellers to respond if their content is removed due to a report. This notice-and-takedown system is essential for MODAPAYA to maintain its "Safe Harbor" protection under the DMCA, which shields online service providers from liability for user-generated infringing content if they follow specific procedures.²³ Adherence to this process is therefore crucial for the platform's operation.

• Reporting Copyright Infringement (DMCA Takedown Notice): Copyright owners or their authorized agents who believe their work has been infringed upon on MODAPAYA can submit a DMCA Takedown Notice. A valid notice must substantially include:

  • Identification of the copyrighted work claimed to have been infringed.
  • Identification of the material on MODAPAYA claimed to be infringing, with sufficient detail for MODAPAYA to locate it (e.g., URL of the listing).
  • Contact information for the reporting party (name, address, telephone number, email address).
  • A statement that the reporting party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the reporting party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • A physical or electronic signature of the copyright owner or authorized agent.
  • Notices should be submitted through MODAPAYA's designated reporting channel (e.g., an online portal or designated agent email address, which will be clearly provided on the MODAPAYA website).

• MODAPAYA's Action Upon Receiving a Valid DMCA Notice: Upon receipt of a compliant DMCA notice, MODAPAYA will act expeditiously to remove or disable access to the allegedly infringing material. MODAPAYA will also make a reasonable attempt to notify the affected Seller, provide them with a copy of the notice (which may include the reporter's contact information), and inform them about the counter-notice process.²²  

• Responding to a Takedown (DMCA Counter-Notice): If a Seller believes their material was removed or disabled as a result of mistake or misidentification, they may submit a DMCA Counter-Notice. A valid counter-notice must substantially include:

  • Identification of the material that has been removed or disabled and the location where it appeared before removal.
  • A statement under penalty of perjury that the Seller has a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
  • The Seller's name, address, telephone number, and email address.
  • A statement that the Seller consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located (or if the Seller's address is outside the U.S., for any judicial district in which MODAPAYA may be found), and that the Seller will accept service of process from the person who provided the original DMCA notice or an agent of such person.
  • The Seller's physical or electronic signature.

• Action Upon Receiving a Valid Counter-Notice: MODAPAYA will promptly forward the counter-notice to the original reporting party. If the reporting party does not notify MODAPAYA within 10-14 business days that they have filed a court action seeking to restrain the Seller from engaging in infringing activity, MODAPAYA may reinstate the removed material.

• Reporting Trademark Infringement: While the DMCA specifically addresses copyright, MODAPAYA also provides a mechanism for reporting alleged trademark infringement (e.g., unauthorized use of a brand name or logo). The process is similar to the DMCA notice process but may require the reporting party to provide proof of trademark registration or other evidence of rights. Reports should be submitted through the designated channel. Differentiating this process ensures legal accuracy, as trademark law operates separately from copyright law.

• Repeat Infringers: MODAPAYA maintains a policy to terminate, in appropriate circumstances, the accounts of Sellers who are determined to be repeat infringers of intellectual property rights.

• Abuse of Policy: Submitting fraudulent, misleading, or bad-faith infringement notices or counter-notices is prohibited and may result in account action or other consequences. MODAPAYA reserves the right to reject notices or counter-notices believed to be submitted in bad faith.

Sellers are ultimately responsible for the legality of their content and products. MODAPAYA acts as an intermediary venue and does not make legal determinations regarding infringement disputes.²²  

Section 3: Fees, Payments & Tax Policies

This section details the financial aspects of selling on MODAPAYA, including applicable fees, the use of MODAPAYA's payment processing system, and Seller tax obligations. Transparency regarding costs and financial responsibilities is crucial for a healthy marketplace relationship.

3.1 Fees & Payments Policy

MODAPAYA charges various fees for using its Platform and Services. Sellers agree to pay all applicable fees associated with their use of the Services. All fees are listed in USD unless otherwise stated and are subject to change with prior notice as outlined in Section 1.1 and the Policy Updates section. Providing clear notice before implementing fee changes is essential for fairness and aligns with regulatory expectations.⁴  

A detailed breakdown of current fees is provided in the MODAPAYA Fee Schedule table below. Key fee types may include:

• Listing Fees: A fee charged for creating or renewing a product listing on the Platform (if applicable). Details regarding duration and auto-renewal will be specified.
• Transaction Fees (or Referral/Commission Fees): A percentage-based fee calculated on the Total Sale Amount of each completed transaction. The Total Sale Amount is defined as the item price plus any charges for shipping, handling, gift wrapping, and potentially taxes collected by the Seller (if applicable by law, though typically not for Texas sales tax - see Section 3.3). Explicitly defining this calculation basis is critical to avoid ambiguity. Transaction fee percentages may vary by product category.
• Payment Processing Fees: A fee (typically a percentage plus a small flat fee per transaction) for processing Buyer payments through MODAPAYA Payments (see Section 3.2).
• Subscription Fees: Monthly or annual fees for Sellers participating in optional subscription tiers offering enhanced features or benefits (if applicable).
• Advertising Fees: Fees incurred for utilizing MODAPAYA's optional advertising or promotional services (e.g., promoted listings), often based on clicks or impressions (see Section 7.1).
• Optional Service Fees: Fees for other optional services, such as purchasing shipping labels through the Platform, using a standalone website builder (if offered), currency conversion fees, or fees for featured listings.

How Fees Are Charged: Fees are typically deducted from the Seller's available funds from sales before payout. If funds are insufficient, MODAPAYA reserves the right to charge the Seller's payment method on file (e.g., credit card). Sellers are required to maintain a valid payment method on file for fee collection purposes.

Seller Statements: Sellers will receive regular statements (e.g., monthly) detailing all sales activity, fees charged, and payouts issued. Sellers are responsible for reviewing these statements for accuracy.

Table: MODAPAYA Fee Schedule

(Note: This table is illustrative. MODAPAYA must populate it with its actual fee structure.)

Fee Type	Rate / Calculation Basis	Charged When	Notes
Listing Fee (Standard)	$[Amount] per listing	Per listing creation/renewal	If applicable; specify duration (e.g., 4 months)
Listing Fee (Auto-Renewal)	$[Amount] per listing	Upon auto-renewal	If applicable
Transaction Fee	[X]% of Total Sale Amount	Upon completed sale	Define "Total Sale Amount" clearly. May vary by category (list variations).
Category A Variation	[Y]% of Total Sale Amount	Upon completed sale	Example
Category B Variation	[Z]% of Total Sale Amount	Upon completed sale	Example
Payment Processing Fee	[A]% + $ per transaction	Upon successful payment processing	For using MODAPAYA Payments
Subscription Fee (Basic Tier)	Free / $[Amount] per month/year	Monthly/Annually in advance	If applicable
Subscription Fee (Premium Tier)	$[Amount] per month/year	Monthly/Annually in advance	If applicable; detail features
Advertising Fee (Promoted Listings)	Cost-per-click (CPC) or Cost-per-mille (CPM)	As incurred / Billed periodically	Based on Seller's budget/bids
Shipping Label Fee	Cost of label + $	Upon label purchase	If platform labels offered
Currency Conversion Fee	[C]% above market rate	On payout if conversion needed	If applicable
Standalone Website Fee	$[Amount] per month/year	Monthly/Annually in advance	If "Pattern-like" service offered

This comprehensive table provides sellers with clear, upfront information about the costs associated with using MODAPAYA, fostering transparency and trust.²⁵  

3.2 MODAPAYA Payments Policy

MODAPAYA utilizes an integrated payment processing system, herein referred to as "MODAPAYA Payments," to facilitate secure and efficient transactions between Buyers and Sellers. Use of MODAPAYA Payments is required for all transactions conducted through the Platform.²⁰  

• Payment Acceptance: MODAPAYA Payments enables Sellers to accept payments from Buyers using various methods (e.g., credit cards, debit cards, PayPal, Apple Pay, Google Pay, etc., as determined by MODAPAYA).
• Payouts: Funds from completed sales, minus applicable fees (Section 3.1) and any reserves or holds, will be disbursed to the Seller's designated bank account according to a regular schedule (e.g., daily, weekly, bi-weekly) specified by MODAPAYA. Minimum payout thresholds may apply. Sellers must maintain valid, accurate, and verified bank account information on file for receiving payouts. Payouts will typically be made in USD; if currency conversion is required for international Sellers, applicable conversion rates and fees (Section 3.1) will apply.
• Payment Disputes and Chargebacks: Buyers may initiate disputes or chargebacks through their payment provider (e.g., credit card company). MODAPAYA will facilitate the chargeback process according to payment network rules. Sellers are required to respond promptly to requests for information related to disputes. Sellers are financially responsible for chargebacks resulting from transactions associated with their account, unless the chargeback is explicitly covered under the terms of a MODAPAYA Purchase Protection Program (Section 8.2) for which the Seller is eligible and has met all requirements. Funds related to chargebacks may be deducted from the Seller's account balance or charged to their payment method on file.
• Refunds: Refunds to Buyers are processed through MODAPAYA Payments according to the Seller's stated return policy (Section 4.4) or as required by MODAPAYA's policies (e.g., Purchase Protection Program). Refunded amounts will be deducted from the Seller's account balance.
• Reserves and Holds: MODAPAYA reserves the right to place temporary reserves or holds on a Seller's funds in certain situations to manage risk. This may occur for reasons including, but not limited to: new seller status, sudden spike in sales volume, high rate of disputes or chargebacks, suspected fraudulent activity, policy violations, or potential financial risk exposure to MODAPAYA or Buyers. MODAPAYA will communicate the reason for the hold and the conditions required for release of funds, where permissible. While necessary for risk management, transparency regarding the conditions for holds is important for maintaining seller trust.

3.3 Tax Obligations

Sellers are solely responsible for understanding and fulfilling all applicable tax obligations associated with their sales activities on the MODAPAYA Platform. MODAPAYA does not provide tax advice, and Sellers should consult with qualified tax professionals.

• Sales Tax (Texas Focus):

  • Marketplace Facilitator Role: Under Texas law (Tex. Tax Code § 151.0242), MODAPAYA LLC acts as a "marketplace provider" or "marketplace facilitator".²⁷ As such, for sales of taxable goods shipped to Buyers located in Texas, MODAPAYA is legally required to calculate, collect, and remit the applicable Texas state and local sales and use tax directly to the Texas Comptroller of Public Accounts on behalf of the Seller.²⁷
  • Seller Responsibility (Texas Sales): Sellers should not collect Texas sales tax on transactions facilitated through MODAPAYA where the item is shipped to a Texas address, as MODAPAYA handles this obligation. MODAPAYA will provide Sellers with certification confirming its role in collecting and remitting these taxes.²⁷
  • Seller Permit/Filing (Texas): Despite MODAPAYA collecting tax on marketplace sales, Sellers based in Texas or those meeting Texas nexus requirements through other means (e.g., sales on other platforms, physical presence) may still be required to hold a Texas sales and use tax permit and file regular returns with the Comptroller.²⁷ On these returns, sales made through MODAPAYA should typically be reported as total sales but then deducted as sales taxed by a marketplace facilitator. Remote sellers with no other Texas nexus who sell exclusively through MODAPAYA (and potentially other certifying marketplaces) and are below the state's economic nexus threshold (currently $500,000 in Texas revenue ²⁹ ) may not be required to hold a permit, but must maintain records of their marketplace sales.²⁷ Clarifying these residual obligations is crucial to prevent seller non-compliance.²⁷
  • Sales Tax (Other Jurisdictions): Sellers are responsible for understanding and complying with sales tax laws in all other jurisdictions where they may have nexus and to which they ship products. This may involve registering, collecting, and remitting sales tax in those states or localities, unless MODAPAYA also acts as a facilitator in those jurisdictions under applicable state laws. Sellers should consult tax advisors or utilize tax compliance software.²⁹  

• Income Tax:

  • Seller Responsibility: Sellers are solely responsible for reporting all income earned through sales on MODAPAYA to the relevant tax authorities (e.g., IRS, state income tax agencies) and paying any income taxes due.
  • Form 1099-K: As required by the U.S. Internal Revenue Service (IRS), MODAPAYA will issue Form 1099-K to eligible Sellers who meet the federal reporting thresholds for payment settlement entities in a calendar year. These thresholds are determined by the IRS and are subject to change. MODAPAYA will report the gross amount of payment transactions processed for the Seller through MODAPAYA Payments. To facilitate this, Sellers must provide MODAPAYA with accurate and verified taxpayer identification information (TIN), such as a Social Security Number (SSN) for individuals or an Employer Identification Number (EIN) for businesses.¹⁰ Failure to provide accurate TIN information may result in backup withholding or account restrictions. Referencing general IRS requirements rather than specific dollar thresholds ensures the policy remains current amidst potential legislative changes.

• Disclaimer: MODAPAYA does not provide legal or tax advice. The information provided herein is for informational purposes only. Sellers are strongly advised to consult with qualified, independent tax and legal professionals to ensure compliance with all applicable tax laws and regulations based on their specific business situation and locations.

Section 4: Shipping & Fulfillment Obligations

Sellers are responsible for accurately representing shipping details, fulfilling orders promptly and reliably, and managing returns according to their stated policies and MODAPAYA's requirements. Meeting these obligations is critical for customer satisfaction and maintaining good standing on the platform.

4.1 Processing Times & Shipping Costs

• Processing Time: Sellers must clearly and accurately state their processing time (the time between receiving an order and shipping it) in each listing or in their shop policies.³² This time frame should be realistic and consistently met. Failure to meet stated processing times can negatively impact the Seller's On-Time Shipment/Delivery Rate performance metric (Section 8.3) and buyer satisfaction. Processing times should specify business days and exclude weekends and holidays unless otherwise noted.
• Shipping Costs: Sellers must display shipping costs clearly and accurately to Buyers before the final checkout step.³² Hidden or surprise shipping fees are prohibited and can lead to cart abandonment and buyer dissatisfaction.³² Sellers may set their own shipping rates (e.g., flat rate, calculated based on weight/destination) or offer free shipping. Using excessively high shipping charges as a way to circumvent transaction fees (Section 3.1) is prohibited. Any potential additional costs, such as customs duties or import taxes for international shipments, should be noted as the Buyer's responsibility (unless the Seller explicitly states otherwise and complies with relevant regulations like Incoterms).

4.2 Fulfillment & Tracking Requirements

• Timely Fulfillment: Sellers are obligated to ship orders within the processing time stated in their listing/policy.⁵ Prompt fulfillment is crucial for meeting buyer expectations.
• Valid Tracking: Sellers must provide valid, accurate tracking information for shipped orders and upload this information to the MODAPAYA platform promptly after shipment. "Valid" tracking information generally means a tracking number from a recognized carrier that shows acceptance scan and subsequent movement toward the Buyer's destination. Exceptions for tracking may be permitted only for specific low-value item categories if explicitly allowed by MODAPAYA. Providing valid tracking is essential for buyer confidence, dispute resolution, and is a mandatory requirement for eligibility under any MODAPAYA Purchase Protection Program (Section 8.2).³⁵ Failure to provide valid tracking negatively impacts the Seller's Valid Tracking Rate (VTR) performance metric (Section 8.3).

4.3 Shipping Methods & Labels

• Acceptable Carriers: Sellers should use reliable shipping carriers that provide tracking services (e.g., USPS, FedEx, UPS, DHL).³⁶
• Platform Shipping Labels: If MODAPAYA offers an integrated shipping label service, Sellers who choose to use it must comply with the specific terms associated with that service. These terms may cover costs, available carriers and service levels, insurance options, and procedures for use. Using platform labels may offer benefits like potential discounts or automatic tracking upload, but Sellers remain responsible for correct packaging and adherence to carrier rules.²⁰
• Compliance: Sellers are responsible for complying with all terms, conditions, and restrictions of their chosen shipping carrier, including regulations regarding the shipment of hazardous materials (cross-referencing Section 2.1) or other restricted items.

4.4 Returns & Exchanges Policy Requirements

• Seller Policy Required: Sellers must establish and clearly display their own return and exchange policy within their MODAPAYA shop.³⁷ This policy must be easily accessible to Buyers before they make a purchase.³²
• Clarity and Honoring Policy: The Seller's policy must be clear, concise, and state whether returns/exchanges are accepted, the conditions under which they are accepted (e.g., timeframe, item condition), who pays for return shipping, and the process for initiating a return/exchange. Sellers are strictly required to honor the terms of their stated return policy.⁵
• Platform Minimums: MODAPAYA may establish minimum return standards that all Sellers must meet, regardless of their individual policies. These minimums typically relate to situations where an item arrives significantly not as described, damaged, or defective, or where required by consumer protection laws (e.g., statutory withdrawal rights in certain jurisdictions). Sellers' policies cannot offer less protection than these platform minimums or applicable law.
• Interaction with Platform Systems: Returns and refunds will be processed through MODAPAYA Payments (Section 3.2). The handling of disputes related to returns may also be subject to the terms of any applicable Purchase Protection Program (Section 8.2).

Clearly defining these shipping and return obligations helps manage expectations for both Buyers and Sellers, reducing disputes and contributing to a smoother transaction process.³³  

Section 5: Community & Platform Integrity Rules

Maintaining a safe, respectful, and trustworthy environment is paramount on MODAPAYA. This section outlines rules governing interactions between users and the overall integrity of the platform.

5.1 Community Policy

These standards apply to all interactions within the MODAPAYA community, including but not limited to product reviews, forum discussions, direct messaging between users, and communications with MODAPAYA staff.

• Respectful Communication: Users must interact courteously and respectfully. Personal attacks, insults, threats, harassment, bullying, and intimidation are strictly prohibited. Disagreements should be handled constructively.
• Prohibition of Hate Speech and Discrimination: Content or behavior that promotes, supports, or incites hatred, violence, or discrimination against individuals or groups based on attributes such as race, ethnicity, national origin, religion, gender identity, sexual orientation, disability, or any other protected characteristic is forbidden.⁵
• Spam and Unsolicited Communication: Sending unsolicited advertising, promotions, requests for donations, or repetitive messages (spam) through platform communication tools is prohibited.
• Privacy Violations (Doxing): Sharing another user's private or personally identifying information without their explicit consent (doxing) is strictly prohibited.¹⁸
• Review System Integrity: Manipulating the review system is prohibited. This includes posting fake or biased reviews, extorting Buyers for positive reviews or removal of negative reviews, offering compensation for reviews without clear disclosure (if permitted at all), or posting retaliatory reviews.
• Content Removal: MODAPAYA reserves the right to moderate community spaces and remove any content or disable communication privileges for users who violate these standards, in accordance with Section 1.5.

5.2 Off-Platform Transactions Policy

To protect users, ensure compliance, and maintain the integrity of the marketplace, all transactions initiated on MODAPAYA must be completed through the Platform using MODAPAYA Payments.

• Prohibition: Sellers are strictly prohibited from soliciting Buyers to complete a purchase or payment outside of the MODAPAYA platform.²⁰ Similarly, Buyers should not be encouraged to transact off-platform. This includes sharing external payment links, contact information for the purpose of off-platform payment, or directing users to external websites to complete the sale.
• Rationale: This policy is necessary to:
  • Protect both Buyers and Sellers from potential fraud.
  • Ensure accurate calculation and collection of applicable fees (Section 3.1).
  • Maintain transaction records necessary for support and dispute resolution.
  • Enable eligibility for platform protections like the Purchase Protection Program (Section 8.2). Circumventing the platform undermines these functions.¹⁷
• Consequences: Violations of this policy may lead to warnings, account suspension, or permanent termination.²⁰ Users engaging in off-platform transactions lose access to MODAPAYA support and protections for that transaction.

5.3 Content Moderation Policy

MODAPAYA monitors content posted on the Platform to enforce its policies and maintain a safe environment.

• Monitoring Methods: MODAPAYA employs a combination of automated systems (e.g., keyword filters, image analysis) and human review to detect potential policy violations in listings, messages, reviews, and other user-generated content.²⁰
• Moderation Actions: MODAPAYA reserves the right, at its sole discretion, to review any content and remove or disable access to content that violates its policies (including Prohibited Items, IP, Community standards, etc.). Actions taken may include content removal, warnings to the user, or account suspension/termination as outlined in Section 1.5.
• Scope and Reporting: While MODAPAYA strives to proactively identify and address violations, it does not guarantee review of all content. Users are encouraged to report suspected policy violations through designated reporting tools on the Platform. MODAPAYA will investigate reports and take appropriate action based on its policies. Realistic expectations should be maintained regarding the speed and scope of moderation actions.

5.4 Sanctions Policy

MODAPAYA and its users must comply with applicable economic sanctions and trade restrictions imposed by the U.S. government, primarily administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC).²⁰  

• Compliance Obligation: Sellers are responsible for ensuring their use of the Platform complies with all applicable sanctions laws and regulations. This includes prohibitions on transactions involving:
  • Individuals or entities designated on OFAC's Specially Designated Nationals and Blocked Persons List (SDN List) or other applicable sanctions lists.³⁹
  • Countries or geographic regions subject to comprehensive U.S. embargoes (e.g., Cuba, Iran, North Korea, Syria, certain regions of Ukraine).⁴¹
• Platform Screening: MODAPAYA may utilize screening tools and implement measures (such as blocking transactions, restricting account access, or requesting additional information) to prevent violations of sanctions laws.³⁹
• Seller Certification: By using the Services, Sellers represent and warrant that they are not located in, operating from, or ordinarily resident in a sanctioned country; are not designated on any U.S. government sanctions list; and will not engage in transactions involving sanctioned parties or jurisdictions through the Platform. Sellers may be required to certify this periodically.³⁹
• Dynamic Regulations: Sanctions laws and lists are subject to frequent change. Sellers are responsible for staying informed about current restrictions and ensuring their ongoing compliance.³⁹ Failure to comply can result in severe penalties, including account termination and potential legal consequences.³⁹  

Section 6: Privacy & Data Protection (Seller Context)

Protecting personal information is critical. This section outlines the respective responsibilities of MODAPAYA and Sellers regarding the privacy and security of user data, with specific attention to Texas law.

6.1 Seller Responsibilities for Buyer Data

When a Seller receives Buyer personal information (e.g., name, email address, shipping address) through MODAPAYA to fulfill an order or provide customer service, the Seller acts as an independent data controller (or equivalent term under applicable laws like GDPR or TDPSA) for that information.¹ This means the Seller has direct legal responsibilities for how they handle that data.

• Legal Compliance: Sellers must comply with all applicable data protection and privacy laws regarding their collection, use, storage, and security of Buyer personal information. This includes, but is not limited to, the Texas Data Privacy and Security Act (TDPSA) ⁴³ , the California Consumer Privacy Act/California Privacy Rights Act (CCPA/CPRA) ⁴⁵ , the EU General Data Protection Regulation (GDPR) if selling to EU residents ⁴⁷ , and other relevant state and federal laws.²⁵ Sellers bear direct legal liability for their handling of buyer data obtained via MODAPAYA.¹
• Purpose Limitation: Buyer personal information obtained through MODAPAYA may only be used for purposes directly related to the specific transaction: fulfilling the order, shipping, providing customer service for that order, and complying with the Seller's own legal obligations (e.g., tax records).⁵
• Prohibited Uses: Sellers are strictly prohibited from:
  • Using Buyer contact information (email, phone, address) for unsolicited marketing communications (e.g., adding Buyers to email lists or mailing lists) without obtaining separate, explicit, affirmative opt-in consent that complies with applicable laws like CAN-SPAM ⁵⁰ and TDPSA.⁵¹ A transaction does not constitute consent for marketing.⁵
  • Sharing or selling Buyer personal information to any third party for purposes unrelated to fulfilling the MODAPAYA order.
  • Using Buyer information for any purpose incompatible with the original transaction.
• Data Minimization: Sellers should only access, collect, and retain the minimum amount of Buyer personal information necessary for the permitted purposes outlined above.⁴⁶
• Seller Privacy Policy: Sellers may be required by law (depending on their activities and location) to maintain and post their own privacy policy, accessible to Buyers (e.g., linked from their MODAPAYA shop page). This policy must accurately describe the Seller's data practices and be compatible with MODAPAYA's policies and applicable laws.⁵  

6.2 MODAPAYA's Use of Seller Data

MODAPAYA collects and processes personal and business information provided by Sellers during registration, verification, and use of the Services. This processing is necessary to operate the Platform, provide Services, maintain security, comply with legal obligations, and for other purposes detailed in MODAPAYA's Seller Privacy Notice.

The Seller Privacy Notice (available at) provides comprehensive details on:

• The types of Seller information MODAPAYA collects (e.g., contact details, business information, financial account information, tax IDs, government IDs, performance data).⁵³
• How MODAPAYA uses this information (e.g., onboarding, verification, payment processing, platform operation, communication, analytics, legal compliance including INFORM Act ⁶ and tax reporting).
• How MODAPAYA shares Seller information (e.g., with service providers, payment processors, legal authorities).
• Sellers' rights regarding their own data held by MODAPAYA.

Sellers should review the Seller Privacy Notice carefully to understand how MODAPAYA handles their information. Explaining the legal necessity (e.g., INFORM Act, 1099-K reporting) for collecting sensitive data like Tax IDs and bank information helps build transparency and trust.⁶  

6.3 Regional Privacy Disclosures (US/Texas Specific)

Sellers operating on MODAPAYA must be aware of specific privacy laws applicable to their interactions with Buyers, particularly residents of Texas under the Texas Data Privacy and Security Act (TDPSA).⁴³  

• Seller Obligations under TDPSA: As independent controllers of Buyer data they process, Sellers must comply with TDPSA requirements when handling personal data of Texas residents. This includes duties related to data minimization, purpose limitation, data security, and obtaining consent for processing sensitive data.⁴⁴
• Texas Consumer Rights: Texas residents have specific rights under TDPSA regarding their personal data (e.g., right to access, correct, delete, opt-out of sale/sharing/targeted advertising).⁴⁴ Sellers may receive requests directly from Texas Buyers to exercise these rights concerning the data the Seller controls. Sellers are responsible for responding to and fulfilling valid requests related to the data they hold, in accordance with TDPSA timelines and requirements.⁵⁴ If a request submitted to MODAPAYA also pertains to data controlled independently by a Seller, MODAPAYA may notify the Seller, who must then address the request concerning their data processing.
• TDPSA Applicability: Sellers should be aware that TDPSA generally applies to entities conducting business in Texas or producing products/services consumed by Texans, processing personal data, and not qualifying as a "small business" under the U.S. Small Business Administration (SBA) definition.⁴³ However, the TDPSA requirement to obtain consumer consent before selling sensitive personal data applies even to businesses that otherwise qualify for the small business exemption.⁴⁴ Sellers are responsible for assessing their own applicability status under TDPSA.
• Specific TDPSA Notices: If MODAPAYA itself were to sell sensitive or biometric Seller data (which is distinct from Buyer data handled by Sellers), TDPSA would require specific notices. While unlikely for typical platform operations, if applicable, notices such as "NOTICE: We may sell your sensitive personal data" or "NOTICE: We may sell your biometric data" would be included in the Seller Privacy Notice.⁵⁷  

6.4 Data Security Expectations

Sellers are expected to implement and maintain reasonable administrative, technical, and physical security measures to protect any Buyer personal information they process or store, whether electronically or physically.¹³ This obligation extends beyond the MODAPAYA platform to any systems or third-party services the Seller uses to manage orders or Buyer data (e.g., offline spreadsheets, personal email accounts, third-party shipping software).⁶⁴ Failure to reasonably secure Buyer data, resulting in unauthorized access or a data breach, may constitute a violation of these Policies and could expose the Seller to significant legal liability under laws like TDPSA ⁴⁴ and potential notification obligations separate from MODAPAYA's.⁶³  

6.5 Data Retention Principles

In line with privacy principles like storage limitation ⁴⁶ , Sellers should retain Buyer personal information only for as long as reasonably necessary to fulfill the specific purpose for which it was collected.¹⁴  

• Permitted Retention: Necessary purposes may include order fulfillment, providing related customer service, resolving disputes, and complying with the Seller's own legal and regulatory record-keeping obligations (e.g., tax laws may require retaining transaction records for several years ⁶⁶ ).
• Discouraged Retention: Indefinite retention of Buyer data is discouraged. Once data is no longer needed for a legitimate business or legal purpose, it should be securely deleted or anonymized.⁶⁵
• Seller vs. Platform Data: The retention periods for Buyer data held independently by the Seller are separate from MODAPAYA's retention of transaction data on the Platform, which is governed by MODAPAYA's own data retention policies and legal requirements.

Section 7: Marketing, Advertising & Optional Programs

MODAPAYA may offer various tools, programs, and integrations to help Sellers promote their shops and products. This section outlines the terms governing participation in these optional offerings.

7.1 Advertising & Marketing Policy

MODAPAYA may offer internal advertising services, such as promoted listings or on-site banner ads, allowing Sellers to increase the visibility of their products.²⁰  

• Terms of Use: Participation in these programs is optional. Sellers who choose to use advertising services agree to pay the associated fees (Section 3.1), which may be based on clicks (CPC), impressions (CPM), or other metrics.
• Ad Content: All advertising content must comply with MODAPAYA's Listing & Content Policies (Section 2), including prohibitions on misleading claims, IP infringement, and prohibited items. Ads must accurately represent the product being offered.
• Targeting and Data Use: If advertising services involve targeting based on user data collected by MODAPAYA, this will be done in accordance with MODAPAYA's Privacy Policy and Seller Privacy Notice (Section 6.2). General information about data use for personalization or advertising may be disclosed.
• Approval and Performance: MODAPAYA reserves the right to review and approve or reject any ad content at its discretion. Use of advertising services does not guarantee increased sales or any specific return on investment (ROI). MODAPAYA makes no guarantees regarding ad performance or effectiveness.

7.2 Third-Party Marketing Integrations

MODAPAYA may facilitate integrations with third-party marketing platforms and tools (e.g., Google Shopping feeds, social media ad platforms, email marketing services like Mailchimp).³⁰  

• Seller Responsibility: Sellers who utilize these integrations are responsible for complying with all terms, policies, and legal requirements of the respective third-party platforms (e.g., Google Ads policies, Facebook advertising standards).⁷¹ MODAPAYA is not responsible for a Seller's compliance or non-compliance with third-party rules.
• Data Sharing: Use of these integrations may involve sharing Seller data (e.g., product catalog information, shop details) with the third-party platform. The nature and purpose of this data sharing will be disclosed, typically within the integration setup process or the Seller Privacy Notice. Sellers should review the privacy policies of the third-party services.
• Incentive Programs: If MODAPAYA offers specific incentives related to these integrations (e.g., advertising credits for linking a Google Shopping account ²⁰ ), the terms, eligibility, and duration of such programs will be communicated separately.

7.3 Specific Seller Program Terms

MODAPAYA may offer unique programs designed to benefit Sellers. Participation is optional, and specific terms apply to each program. This section will be updated as new programs are introduced, allowing for modular additions. Examples based on common marketplace programs include ²⁰ :

• (a) Seller Referral Program:
  • Eligibility: Defines which Sellers are eligible to participate.
  • Mechanism: Explains how referral links or codes work.
  • Rewards: Details the reward structure (e.g., account credits, fee discounts) for successful referrals (when a referred seller makes their first sale, etc.).
  • Conditions: Outlines limitations, such as prohibitions on self-referrals or spamming referral links.
• (b) "Share & Save" Program:
  • Mechanism: Explains how Sellers can share unique links to their listings, and if a sale results directly from that link, the Seller receives a discount on transaction fees for that specific sale.
  • Eligibility & Tracking: Details how eligibility is determined and how sales are tracked back to the shared link.
  • Fee Adjustments: Specifies the amount of the fee reduction and how it will be applied (e.g., reflected in the Seller statement).
  • Limitations: Outlines any restrictions or program limits.
• (c) Beta Programs ("MODAPAYA Insider"):
  • Purpose & Eligibility: Describes the purpose of beta testing new features and how Sellers are selected or can apply to participate.
  • Confidentiality: Requires Sellers to maintain confidentiality regarding beta features and provide feedback.
  • Disclaimer: States that beta features are subject to change, may contain errors, and can be modified or discontinued at any time without notice. Participation is at the Seller's own risk.
• (d) Standalone Website Builder ("Pattern by MODAPAYA" or similar):
  • Service Description: Explains the service allowing Sellers to create a standalone e-commerce website linked to their MODAPAYA inventory.
  • Fees: Details any subscription or additional fees associated with the service (cross-referencing Section 3.1).
  • Terms of Use: Outlines specific rules for website content, domain names (if applicable), customization limits, and data synchronization with the main MODAPAYA shop.
  • Relationship to Marketplace: Clarifies how sales through the standalone site are processed and how they relate to marketplace policies and fees.

Terms for each specific program should cross-reference other relevant policies (e.g., Fees, Privacy) to ensure consistency.

Section 8: Platform Usage, Support & Performance

This section covers policies related to the tools MODAPAYA provides, support programs, and the performance standards expected of Sellers.

8.1 Seller App Policy

If MODAPAYA offers a dedicated mobile application for Sellers ("Seller App") ²⁰ , its use is governed by these terms in addition to the general Seller Agreement.

• Functionality: The Seller App provides tools for managing shop activities (e.g., listings, orders, messages) on mobile devices. Some features available on the web platform may have limitations or different interfaces in the app.
• Device Security: Sellers are responsible for maintaining the security of the mobile devices used to access the Seller App. This includes using device passcodes or biometric locks, keeping the operating system updated, and employing security software where appropriate. Failure to secure the device could compromise account information and Buyer data.
• Data Usage and Privacy: Use of the Seller App may involve collecting device-specific data or utilizing device features (e.g., camera for listing photos, location services if relevant). Data collection and use are governed by the Seller Privacy Notice (Section 6.2). Push notifications for orders, messages, or promotions may be used; Sellers can typically manage notification preferences within the app or device settings, and consent may be required as per applicable regulations.
• App Store Terms: Use of the Seller App is also subject to the terms and conditions of the application platform from which it was downloaded (e.g., Apple App Store, Google Play Store).

8.2 Purchase Protection Program Terms

MODAPAYA may offer a Purchase Protection Program ("Program") to enhance Buyer confidence and provide a safety net for certain transaction issues. This section outlines the terms from the Seller's perspective.²⁰  

• Program Goal: The Program aims to assist Buyers when they do not receive their item or the item received is significantly not as described, and the Buyer and Seller cannot resolve the issue directly.
• Seller Eligibility: To be eligible for potential coverage or favorable outcomes under the Program (meaning MODAPAYA may cover the refund cost instead of the Seller in certain qualifying cases), Sellers must meet specific criteria consistently. These typically include:
  • Maintaining good account standing (no unresolved policy violations).
  • Meeting or exceeding Seller Performance Standards (Section 8.3).
  • Using MODAPAYA Payments for the transaction in question (Section 3.2).
  • Shipping the order within the stated processing time (Section 4.1).
  • Providing valid, timely tracking information showing proof of shipment and, where applicable, delivery (Section 4.2). This is a critical requirement.
  • Having clear shop policies (including return policy, Section 4.4).
  • Responding promptly to Buyer messages and Program case communications.
  • Packaging items adequately to prevent damage.
• Covered Issues: The Program typically covers cases of non-delivery (item never arrived) and item significantly not as described (e.g., wrong item, undisclosed damage, counterfeit). Coverage limits (e.g., maximum order value) may apply.
• Dispute Process:
  • A Buyer initiates a case through MODAPAYA after attempting to resolve the issue with the Seller directly.
  • The Seller is notified and required to respond within a specified timeframe, providing evidence (e.g., proof of shipment, tracking details showing delivery, photos demonstrating item condition at shipment).
  • MODAPAYA reviews the case, considering information from both parties and platform data (like tracking).
  • MODAPAYA makes a decision, which may include issuing a refund to the Buyer.
• Financial Implications: If a case is decided in the Buyer's favor and the Seller does not meet the eligibility criteria for Program coverage, the Seller will typically be responsible for the refund amount, deducted from their account balance. If the Seller meets all eligibility criteria, MODAPAYA may, at its discretion, cover the cost of the refund for qualifying cases.
• Appeals: A process for appealing Program decisions may be available, with details provided separately.
• Distinction from Chargebacks: This internal Program is separate from payment gateway chargebacks (Section 3.2). A Buyer might lose a Program case but still win a chargeback, or vice versa. Eligibility for Program coverage does not guarantee protection against chargebacks, for which the Seller generally remains liable unless otherwise stated.

8.3 Seller Performance Standards

MODAPAYA monitors Seller performance using key metrics to ensure a consistent, high-quality experience for Buyers. Maintaining these standards is essential for continued selling privileges. All defined KPIs must be objective and clearly measurable through platform data.

• Key Performance Indicators (KPIs): MODAPAYA tracks several metrics, including but not limited to those listed in the table below. Definitions and standards are subject to change with notice.
• Evaluation Period: Performance is typically evaluated over a rolling period (e.g., the last 30, 60, or 90 days) to reflect recent activity.
• Monitoring: Sellers can monitor their performance through a dedicated dashboard in their Seller account.
• Consequences: Failure to meet minimum performance standards can lead to a range of actions, potentially implemented in tiers based on severity and duration:
  • Warning/Needs Attention: Notification that performance is approaching or below minimum standards, requiring improvement.
  • Restrictions/Below Standard: Temporary limitations, such as reduced listing visibility, selling limits, or withholding of payouts.
  • Suspension/Termination: Temporary or permanent removal of selling privileges for persistent or severe underperformance, as outlined in Section 1.5.
• Exemptions/Adjustments: MODAPAYA may have a process to review and potentially adjust metrics impacted by documented, widespread events outside the Seller's reasonable control (e.g., major natural disasters affecting shipping carriers, platform outages). Sellers may need to provide evidence to request such adjustments.

Table: Seller Performance Metrics & Standards

(Note: This table is illustrative. MODAPAYA must populate it with its actual metrics, definitions, and required standards.)

Key Performance Indicator (KPI)	Definition	Calculation Period (Example)	Minimum Standard (Example)	Performance Levels (Example)
Cancellation Rate	Percentage of orders cancelled by the Seller after acceptance (due to Seller fault, e.g., out of stock).	Rolling 30 days	< 2%	Meets Standard: <= 2% Needs Attention: >2% - 4% Below Standard: > 4%
On-Time Delivery Rate (OTD)	Percentage of orders delivered to the Buyer on or before the estimated delivery date shown at checkout.	Rolling 30 days	> 95%	Meets Standard: >= 95% Needs Attention: 90% - <95% Below Standard: < 90%
Valid Tracking Rate (VTR)	Percentage of shipped orders with valid tracking information uploaded promptly to MODAPAYA.	Rolling 30 days	> 99%	Meets Standard: >= 99% Needs Attention: 95% - <99% Below Standard: < 95%
Seller Response Rate (SRR)	Percentage of initial Buyer messages responded to within a defined timeframe (e.g., 48 hours).	Rolling 30 days	> 95%	Meets Standard: >= 95% Needs Attention: 90% - <95% Below Standard: < 90%
Refund Rate (Seller Fault)	Percentage of orders refunded due to Seller-responsible issues (e.g., damaged item, wrong item, not as described).	Rolling 60 days	< 6%	Meets Standard: <= 6% Needs Attention: >6% - 8% Below Standard: > 8%

This table provides a clear summary of expectations, allowing Sellers to proactively manage their performance.

Definitions

(This section should provide clear definitions for key terms used throughout the policies. Below are examples; MODAPAYA should finalize its specific definitions.)

• Buyer: An individual or entity registered on the Platform to purchase items.
• Content: Any text, descriptions, images, videos, audio, logos, trademarks, or other materials uploaded, submitted, or displayed by a Seller on the Platform.
• DMCA: The Digital Millennium Copyright Act, a U.S. copyright law.
• High-Volume Third-Party Seller: As defined in Section 1.2, based on the INFORM Consumers Act thresholds.
• INFORM Consumers Act: The U.S. federal law (Integrity, Notification, and Fairness in Online Retail Marketplaces for Consumers Act) imposing obligations on online marketplaces regarding high-volume sellers.
• Intellectual Property: Includes copyrights, trademarks, patents, trade secrets, and other proprietary rights recognized by law.
• Listing: An offer to sell an item posted by a Seller on the Platform.
• MODAPAYA / we / us / our: MODAPAYA LLC, a Texas limited liability company.
• MODAPAYA Payments: The integrated payment processing system required for transactions on the Platform.
• OFAC: The U.S. Department of the Treasury’s Office of Foreign Assets Control.
• Personal Information: Any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household.
• Platform / Services: The MODAPAYA online marketplace, including its websites, mobile applications, tools, and related services.
• Policies: This Seller Agreement and all other rules, guidelines, and policies incorporated by reference.
• Seller / you / your: The individual or entity registered on the Platform to sell items.
• Seller Privacy Notice: MODAPAYA's specific privacy notice detailing how it collects, uses, and shares Seller's own personal and business information.
• Sensitive Data: A subset of Personal Information defined under applicable law (e.g., TDPSA definition in Section 6.3 includes race, religion, health diagnosis, sexuality, citizenship, biometric data, precise geolocation, known child's data).⁴⁴
• TDPSA: The Texas Data Privacy and Security Act.
• Total Sale Amount: The total amount paid by the Buyer for an item, including item price, shipping, handling, gift wrapping, and potentially taxes (as defined in Section 3.1).
• Transaction: The sale and purchase of an item between a Buyer and Seller facilitated by the Platform.

Consistent use of these definitions across all MODAPAYA policies is essential for legal clarity.⁷⁴  

Policy Updates

MODAPAYA reserves the right to update, modify, or replace these Seller Policies at any time in its sole discretion. Material changes will be communicated to Sellers through reasonable means, such as email notification to the address associated with the Seller's account or a prominent announcement on the Platform.

Unless immediate changes are necessitated by legal or security requirements, notice of material changes will typically be provided at least 15 to 30 days prior to their effective date. This notice period provides Sellers adequate time to review the changes.⁴ The notification will specify the effective date of the revised Policies.

A Seller's continued use of the MODAPAYA Platform or Services after the effective date of any changes constitutes binding acceptance of the revised Policies. Sellers who do not agree to the revised Policies must cease using the Services and close their account before the changes take effect. It is the Seller's responsibility to regularly review these Policies and any updates.

Contact Information

For questions specifically regarding these Seller Policies or the Seller Privacy Notice, Sellers may contact MODAPAYA's designated policy support team at:

contact@modapaya.com