Last Updated: March 21, 2025
This Symspace Seller Agreement (“Agreement”) is a legally binding contract between Symspace Labs, Inc. (“Symspace,” “we,” or “us”) and you, the Seller (“Seller” or “you”), governing your participation as a third-party seller on the Symspace marketplace platform. By registering for a Symspace seller account or listing any products/services for sale on Symspace, you agree to this Seller Agreement, as well as the Symspace Terms of Use and Privacy Policy. In the event of any conflict between this Seller Agreement and the general Terms of Use, this Seller Agreement will prevail with respect to your activities as a Seller.
Please read this Agreement carefully before listing products on Symspace. It outlines your responsibilities, Symspace’s role, fees, payment terms, and other important conditions for selling. If you do not agree to all the terms, do not use Symspace to sell products.
1. Enrollment and Seller Account
1.1. Eligibility and Application:
To sell on Symspace, you must create a seller account. You represent that you are a business entity or individual with the legal capacity to enter into this Agreement and fulfill your obligations. You must be 18 or older. As part of enrollment, you will provide information including your legal name (or business name), tax identification (if applicable), contact information, bank account for payouts, and any relevant business licenses if required for your products. You agree to provide accurate, current, and complete information, and to update it promptly if it changes. Symspace reserves the right to vet sellers and approve or reject any application in our discretion. Criteria may include your product lineup, past selling experience, location, etc. We may also run background or credit checks as allowed by law (with your consent where required) as part of approval.
1.2. Account Use:
You will keep your seller account credentials secure and are responsible for all activity that occurs under your account. Do not share your login with unauthorized persons. If you are registering on behalf of a company, the individual doing so represents they have authority to bind the company to this Agreement. You cannot transfer or sell your seller account to another party without Symspace’s prior written consent.
1.3. Affiliate and Partner Sellers:
If you were invited or onboarded via a Symspace affiliate/partner program (e.g., through Techstars or another partner), you still individually agree to and are bound by this Agreement. Such partners are not liable for your obligations. Additionally, if you have multiple related entities selling on Symspace, each must have permission or their own account unless we approve an umbrella arrangement.
1.4. Compliance & Continuous Adherence:
By becoming a Seller, you continuously represent and warrant that you and all of your offerings comply with all Symspace policies, this Agreement, and all applicable laws. If at any point you no longer meet eligibility (for example, your business license lapses for a regulated product), you must inform us and possibly pause or terminate selling until resolved.
1.5. Updates to Agreement:
Symspace may update this Seller Agreement from time to time. We will notify you (e.g., by email or platform notification) of significant changes. Your continued use of the marketplace to sell after an update constitutes acceptance of the new terms. If you do not agree, you must stop selling and may close your seller account (fulfilling any open orders first).
2. Symspace’s Role and Marketplace Operations
2.1. Platform Services:
Symspace provides the infrastructure (website, mobile app, AR tools, Unity SDK integration, etc.) for you to list and sell your products to third-party buyers (“Customers”). Symspace also provides services such as payment processing, order management tools, and limited customer service to facilitate transactions. Symspace is not buying your products from you, nor are we taking title to your products (except in cases where Symspace itself is the seller as described in 2.6). You, as the Seller, are the merchant of record for your sales; you will be listed as the seller on order invoices and records.
2.2. Transactions Between Seller and Customer:
All transactions on Symspace between you and Customers are direct sales between you and the Customer. Symspace is not a party to those contracts of sale (unless we are the Seller for our own products). The role of Symspace is to connect you with Customers and facilitate the process (similar to how a mall provides space for stores). Customers will make payment to you (via Symspace as intermediary) and you are responsible for fulfilling the order and delivering the product as described. Symspace’s acceptance of funds on your behalf and the disbursement to you (minus fees) concludes the customer’s payment obligation.
2.3. Symspace Services and Third-Party Providers:
Symspace may use third-party service providers to provide some services (e.g., payment processing by Stripe, AI model generation by a partner, AR engine by Unity, etc.). We may also introduce optional services like fulfillment or shipping label services. We will manage those relationships, but you may have to agree to additional terms (like a payment processor’s terms or a fulfillment addendum) to use those services. We will notify you accordingly.
2.4. Marketplace Brand and Marketing:
We may market the Symspace marketplace as a whole, including your products (like featuring them in ads or on social media). Per Section 6 below, you grant us rights to use your listings content for such promotion. We might also provide tools for you to run promotions or advertise on the platform (subject to separate terms or fees if applicable).
2.5. Affiliate Organizations:
Symspace sometimes has affiliate or partner organizations (like those advocating accessibility, etc.) that help promote the platform. They may be involved in co-marketing or referrals. These partners are not your agents nor assuming liability for marketplace issues. For example, if a disability advocacy group helped onboard you because your products align with their mission, that group isn’t liable if you have a dispute with a customer. They are covered under our Terms of Use disclaimers as “Symspace Parties.” Make sure any claims you make about such affiliations in your listings are accurate and authorized.
2.6. Symspace Direct Selling:
Symspace reserves the right to sell products on the marketplace directly as a retailer. This means in the future Symspace might list its own products or certain curated items as the Seller. Symspace may also, in some cases, step in as the seller of record for certain transactions (for example, if we launch a “fulfilled by Symspace” program or consignment model, we might temporarily take title). Symspace’s involvement as a seller will be clearly indicated, and Symspace will comply with the same obligations as any seller (and likely higher standards since it’s our platform). By entering this Agreement, you acknowledge that Symspace may compete with you, and that Symspace’s role as operator of the marketplace and as a seller are dual but separate. Symspace will not unfairly disadvantage you in favor of its own sales; we aim for a fair marketplace. But we want it understood that you do not have exclusivity and Symspace can conduct retail activities. If Symspace does sell directly, those sales are outside the scope of this Agreement (i.e., you’re not responsible for them and they don’t affect your commission or anything).
2.7. Non-Exclusivity:
This Agreement is not exclusive; you are free to sell your products on other platforms or your own website. However, you are responsible for managing your inventory to avoid selling something you don’t have (overselling). If you list on multiple channels, ensure you can fulfill Symspace orders as committed. Also, if we run any specific promotions or features (like AR-exclusive bundles), you might agree temporarily not to offer exactly that bundle elsewhere – but that would be optional and case-by-case.
2.8. Communications with Users:
Symspace will usually handle general transactional communications with customers (order confirmations, shipping notifications). You should focus on product-specific communications (answering customer inquiries about the product, providing additional info like assembly instructions, etc.). You must not direct customers to transact off-platform, and communications on-platform should remain professional and pertinent. We monitor communications to ensure they meet guidelines (no sharing private contact info to circumvent fees, etc.).
3. Listing and Selling Products
3.1. Product Listings
You agree to create accurate, truthful, and complete listings for each product you offer. This includes providing titles, descriptions, specifications (dimensions, materials, etc.), pricing, quantity available, images/3D models, condition (if not new), and any other relevant information (like warranty, included accessories). All information you provide about the Product must be accurate, current, and not misleading or fraudulent in any way. You are responsible for any claims or representations in your content. If you use Symspace’s AI tools to help generate descriptions or 3D models, you must review and ensure their accuracy before publishing.
3.2. Images and 3D Models
If you have your own images or 3D models, you should upload them. They must accurately represent the product (e.g., don’t use an image of a similar product that isn’t what you’re selling). We encourage providing true-to-scale 3D models for AR; if you cannot, Symspace’s tools may assist. If Symspace’s AI generates a model for you, you still need to verify it’s correct and adjust if needed. Visuals should be clear and professional. No watermarks or extraneous text unless allowed (like “sample” for swatches maybe). If using manufacturer stock images, ensure you have rights or they are in public domain.
3.3. Pricing
You have the freedom to set your own prices for products. Consider that Symspace will charge fees (outlined in Section 4) so price accordingly. You must list prices inclusive of any costs on your side. “Drip pricing” (unexpected fees added later except tax/shipping calculated by system) is not allowed. If you charge separate shipping, that will be added at checkout based on settings you configure (like a flat rate or calculated by weight/dimensions to the buyer’s location). You agree not to intentionally price outrageously or engage in price gouging (especially on essential items during emergencies). Symspace may moderate or remove listings with unfair pricing or obvious errors (like $1 when you meant $100). Occasional promotions or coupons might effectively alter the price; those will be handled by the system.
3.4. Inventory Management
You must stock sufficient inventory to fulfill orders of your listed products, or use a just-in-time production method that meets shipping timeframes. Only list items you have the legal right and ability to sell (more on legal compliance below). If an item goes out of stock, update or pause the listing immediately to prevent overselling. If you oversell or cannot fulfill an order, you must notify Symspace ASAP and cooperate on cancellation and customer notification. Chronic failure to fulfill will result in penalties or account suspension.
3.5. Shipping Settings
In your seller dashboard, you’ll define how you ship: what carriers, from where (origin zip/country), handling time (time from order to dispatch), and any specific shipping rules. You can set product-specific settings if needed (like fragile item requires special packaging time). You agree to ship items within the handling time you specify; buyers rely on that for delivery expectations. If you foresee a delay (stock count wrong, supply delay), inform the buyer and Symspace. If you cannot ship within your stated handling time plus a short grace period, buyer is entitled to cancel.
3.6. Prohibited and Restricted Products
You may only list products that comply with Symspace’s policies and applicable laws. Certain categories are prohibited or restricted on Symspace. For example, absolutely prohibited: illegal items (drugs, stolen goods), firearms, explosive materials, pornography, live animals, counterfeit goods, etc. Restricted (allowed only with approval or certain conditions): food items (need compliance with health regs), cosmetics (must adhere to FDA rules), items with lithium batteries (must follow shipping regulations), etc. Also, products that would violate others’ IP rights (bootleg media, fake designer items) are forbidden. We will provide a detailed policy of prohibited/restricted items; you are responsible for reviewing it. Symspace at its discretion can remove or suspend any listing that it deems in violation. If requested, you must promptly remove any such listings or we will.
3.7. Product Authenticity and Rights
You may only sell products that are authentic, legally acquired, and that you have the right to sell. You represent and warrant that: (a) the products are not counterfeit or knock-offs; (b) if you are not the brand owner, you are an authorized reseller or otherwise have the right to sell them (for example, you sourced from legitimate distributors); (c) the sale of the products does not violate any intellectual property rights or contracts; and (d) any trademarks, logos, or branding used in your listing you have the right to use. Upon request by Symspace, you will promptly provide documentation proving authenticity or authorization for your products.
3.8. No Infringing Content
Your listings (including text, images, 3D models) should not include content that infringes copyrights, trademarks, or other IP rights of others. Do not copy paste product descriptions from competitors or use images from Google that you don’t have rights to. Ideally, use your own photos or those provided by the manufacturer with permission. If you repeatedly infringe, DMCA notices can lead to termination of your account.
3.9. Unity SDK and AR Integration
If you use Symspace’s Unity SDK components, you must follow Unity’s terms and our guidelines. Ensure any 3D models you provide are optimized and do not contain malicious code or something that could crash the AR viewer. Symspace may modify models to ensure performance. We’ll try not to change the visual fidelity. If your product uses AR in a special way, clear instructions must be provided to customers.
3.10. Generative AI Use
Symspace provides AI tools to help generate 3D models or descriptions. The AI is a tool; the outputs might require your review. By using it, you confirm you have rights to any input you give and that you’ll verify outputs for accuracy. You are ultimately responsible for your listings content, even if AI-assisted. Do not misuse AI (e.g., to create fake review content or spam messages – the AI features are for listing content and support only as authorized).
3.11. Updating Listings
You can edit or update listings at any time, but if you have pending orders, certain changes won’t affect those. If you discontinue a product, mark it out of stock or delete the listing after fulfilling any open orders. Keep your listings updated if there are changes to avoid misrepresentations.
3.12. Multiple Channels Sales & SKU Management
If you also sell the same products off Symspace, it’s wise to have synchronized inventory. Symspace can’t know of sales you made elsewhere. If overselling occurs, it’s on you to remedy. We might integrate with certain inventory management tools – use them if available to avoid issues.
4. Membership, Fees, and Payment Terms
4.1. Symspace Marketplace Fee
When you successfully sell an item on Symspace, we will charge a commission or referral fee. The standard commission rate will be communicated in your seller dashboard. We may adjust fees with notice. Commission is typically calculated on the gross sale amount the buyer pays for the item (excluding taxes, but including shipping unless stated otherwise).
4.2. Payment Processing Fee
There may be a payment processing fee per transaction. This is usually a small percentage + fixed amount and may depend on the buyer’s payment method. Typically, we might deduct it from the payout. We aim to be transparent and you will see breakdowns in your account.
4.3. Other Fees
Depending on optional services you use, there might be additional fees:
- Subscription Fee: For any “Pro seller plan” with extra tools.
- Fulfillment Fees: If you use Symspace’s warehousing.
- Advertising Fees: For promoting your products.
- Insurance Fee: For shipping insurance or return handling.
- Chargeback Fees: If a customer disputes a charge not due to our error.
All fees will be listed in your seller dashboard’s fee table or program terms.
4.4. Payouts to You
Symspace will remit the proceeds of your sales minus our fees to your designated payout account. Payouts are typically on a regular cycle for delivered orders. We may hold funds for a short period after delivery. We’ll communicate any rolling reserve or hold if applicable.
4.5. Transaction Settlement and Reports
After each order, you’ll see a transaction in your seller portal with the breakdown. We will provide periodic statements or reports summarizing your sales and fees. Please review these and report any discrepancies promptly.
4.6. Customer Payments, Refunds, and Adjustments
Symspace collects payment from the buyer at order time. If an order is refunded, Symspace will deduct the refunded amount from your account. We generally return the commission for refunded orders except in cases of seller fault.
For example, if you cancel because out-of-stock (seller fault), we might keep the commission or a cancellation fee to cover the service cost and disappointed customer. If the refund is due to our or payment processing error, we won’t make you eat costs. We try to be fair in aligning incentives: legitimate returns/refunds usually mean we reverse our fee (especially if product returned), whereas abusing refunds (lots of cancellations) might incur penalties.
4.7. Shipping Fees and Labels
If you purchase shipping labels through Symspace’s system (if we integrate carriers for you), the cost of those labels will typically be deducted from your balance or charged to your payment method on file. We often net it from your sales proceeds. If a label is unused or refunded, we credit back accordingly. Using our shipping tool might get you discounted rates but you’re not forced to (unless part of a fulfillment program requirement). If you handle shipping totally yourself, make sure to still provide tracking info and mark shipped on the platform.
4.8. Taxes on Fees
Our fees are charged for services rendered and might be subject to tax (like VAT on seller fees if you’re in certain countries). Symspace may collect any applicable taxes on fees from you, which could appear as separate charges. For example, if you’re in a country where VAT applies to marketplace service fees, we’ll add that to the commission or invoice you. You are responsible for any taxes on the fees (without reduction of amounts owed to us). We will provide invoices for fees upon request if needed for your records.
4.9. Changes to Fees
Symspace will strive to maintain competitive fees. If we change our standard commission or add new fees, we will give at least 14 days’ notice (or longer if required by law). Temporary promotions (lower fees for certain categories or time) might come with shorter notice if positive. If you don’t agree to any fee changes, your recourse is to stop selling before they take effect (fulfill existing obligations though).
4.10. No Circumvention
You agree not to attempt to circumvent the fee structure. Examples of prohibited behavior include:
- Encouraging buyers to cancel an order and re-pay you off-platform
- Misclassifying a product under a category with lower commission if it doesn’t belong
- Artificially inflating shipping charge and lowering item price to reduce commission (if commission only on item price)
Note: we might structure fees to close such loopholes, e.g., commission on total. We reserve the right to withhold payouts or charge penalties if we detect fee circumvention.
4.11. Membership Cancellation and Refund Policy
- Cancellation Period: Sellers who register as Symspace Marketplace members have the right to cancel their membership within seven (7) calendar days from the confirmation date of membership activation.
- Refund Policy: If cancellation is requested within this 7-day Cancellation Period, Symspace will issue a full refund of any membership fees paid. Refunds will be processed to the original payment method within fourteen (14) business days from the confirmed cancellation date.
- How to Cancel: To initiate cancellation, sellers must submit a written cancellation request clearly indicating the intent to terminate their membership via email to [insert your cancellation email address here] or through the seller’s dedicated account portal on Symspace Marketplace. Requests must be received and timestamped within the Cancellation Period.
- Post-Cancellation Responsibilities: Upon confirmed cancellation, sellers agree to immediately discontinue any use of Symspace branding, remove references to the partnership from marketing materials or external communications, and cease representing themselves as official marketplace members.
- No Exceptions After Period Ends: Cancellation requests made after the 7-day period will not qualify for refunds unless specifically required by applicable laws or authorized by Symspace at its sole discretion.
5. Order Fulfillment and Customer Service
5.1. Order Processing
You will regularly check for new orders (via the seller portal or notifications we send). You must acknowledge and ship orders within the handling time you set. Ideally, mark the order as shipped and provide tracking information once available. If your handling time is X days and you realize you need more, communicate with the customer (through the platform) and ask Symspace for extension if needed, but the customer has right to cancel if delayed.
5.2. Shipping and Delivery
As Seller, you are responsible for properly packaging the products to prevent damage, and shipping them via reliable carriers. Adhere to any special shipping service the customer paid for (e.g., if they chose expedited, you must use that speed service). Insert any required documentation (packing slip, manuals, etc.). Do not include any marketing material that directs customers off-platform (like “Shop next time at our site for discount” – you can have your brand info and customer service contacts, but not solicit off-site sales). Ensure compliance with shipping regulations (hazmat, customs forms for international shipments with accurate info).
5.3. Shipping Costs and Free Shipping
You may offer free shipping or charge a fee. Manage this in your pricing strategy. If you offer free shipping, you bear the cost. If customer pays shipping, you should use that to cover the label. If actual shipping cost ends up higher than what customer paid due to your miscalculation, that difference is on you; you cannot come back to ask the customer for more after the fact (unless dimensions drastically changed due to say an agreed change in order).
5.4. Tracking and Confirmation
Provide tracking numbers for shipments whenever possible. Symspace may integrate with certain carriers so tracking updates flow to the customer automatically. Tracking serves as proof of delivery in case of disputes, so it’s in your interest to always have it. For low value items, if you choose not to track, you assume the risk. For high value (we encourage requiring signature confirmation for, say, items over $250 or so, and insuring them). The cost of any added insurance or signature is generally on you, but you can factor that into shipping cost or price.
5.5. Delivery Issues
If a package is delayed or lost in transit, you should assist the customer with investigation (contact the carrier, etc.). Ultimately, non-delivery is your responsibility to resolve – either by sending a replacement or issuing a refund to the buyer. Symspace may step in if you don’t make the customer whole for lost orders (and may reimburse them and charge you). Ensure addresses are used exactly as provided; if something is unclear, reach out to customer promptly via message for clarification.
5.6. Customer Inquiries
Buyers may ask questions about your products (prior to purchase) or about their order (post-purchase). You are expected to respond to customer messages courteously and within a reasonable time (preferably within 1-2 business days). Answer questions truthfully; if you’re not sure (like a technical spec), try to find out rather than guess. Good communication leads to better reviews and fewer returns. For AR-related queries (like “the model in AR looks different than expected”), try to clarify if it's just visualization or if product might indeed differ. You can escalate to Symspace if the question involves platform features or something you can’t handle.
5.7. Returns and Refunds
You must honor the return policy you state on your listings, at minimum adhering to the default that Symspace provides for consistent customer experience (which is generally a 30-day return policy for many categories). If you have a different policy (e.g., final sale or shorter window), it must be clearly disclosed on the product page. However, note that certain consumer protection laws might override (for example, defective products often have to be accepted for return regardless of your stated policy). You are responsible for processing returns from customers in a timely manner. Symspace’s system may facilitate creating return labels for the customer. If an item is returned to you, inspect it and inform us to issue the refund (Symspace can handle the actual fund transfer back to customer; you’ll be debited that amount). If item is not in the expected condition on return, you should document it and discuss partial refund with the customer through Symspace. We advise a fair solution to avoid disputes. Sellers can set up partial refund guidelines (like 20% restocking fee for open box returns) but these must be clearly communicated and within reason.
5.8. Warranties
If you offer any warranty on your products (manufacturer or seller warranty), you must provide details to customers and honor them. For example, if you sell electronics with 1-year warranty, you should assist the customer if something breaks in that period (either directly or via manufacturer liaison). If you are the brand, that’s on you. If you’re reselling another brand’s product, provide the manufacturer warranty info and help the customer contact them as needed. Symspace does not provide any warranties on your behalf, but we expect that you will not misrepresent the existence or terms of a product warranty.
5.9. Customer Complaints and Disputes
If a customer is dissatisfied (item not as described, missing part, etc.), work to resolve it amicably – possibly offering a return, replacement part, or partial refund if appropriate. Maintain professionalism even if the customer is upset. If you cannot resolve it, the customer or you can escalate to Symspace (“Symspace Guarantee” claim or similar). We will then mediate and possibly refund the buyer from your account as per our policies. It’s best to avoid that by good service upfront.
5.10. Metrics and Performance
Symspace may track seller performance metrics such as order defect rate (cases of returns for cause, chargebacks, etc.), late shipment rate, response time to customers, cancellation rate, etc. We will share these metrics with you. Consistently poor performance may lead to warnings, temporary suspension, or termination of your selling privileges. We will usually provide notice and a chance to improve unless it’s an egregious violation. Strive to maintain high positive feedback from buyers. Symspace may also have a review/rating system for sellers. If you receive negative reviews, address the issues and perhaps respond publicly if allowed (politely clarifying any misunderstanding or noting resolution).
5.11. Symspace Fulfillment (if offered)
At this time, you are responsible for your own fulfillment unless you partake in a Symspace fulfillment service (SymFulfill or similar, if launched). If you do join such a program, a separate addendum will detail how Symspace stores, picks, packs, and ships on your behalf, and fees for that. The terms here would then adjust accordingly (like you’d ensure inventory arrives at our warehouse, etc., and we’d handle some responsibilities). Absent that, all fulfillment duties are yours.
6. Content License and Intellectual Property
6.1. License to Symspace
To operate the marketplace, you grant Symspace and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable, irrevocable (for the term of any intellectual property rights) license to use, reproduce, display, distribute, and create derivative works from all content you provide to us (such as product images, 3D models, descriptions, trademarks and logos) in connection with the Symspace Platform and our marketing efforts. This means, for example, we can display your listings on our site and apps, use your product images in email newsletters or ads promoting Symspace, resize or crop images to fit our site design, generate 3D previews or variants from your models, translate your descriptions for other locales, etc. We will not, however, sell your content to third parties or use it outside of promoting your listings and the marketplace. This license endures for as long as your content is available on our platform, and for a reasonable time after (to let caches clear, or if we included an image in a marketing piece, we won’t try to claw it back).
6.2. Customer Sharing
You acknowledge Symspace can allow customers or site visitors to share your content (e.g., via social media share buttons, or AR snapshots). This is common user behavior, and often beneficial (free marketing). Our license to them is to use such shared content for personal, non-commercial use (like a buyer showing a friend the item they bought). You agree that such sharing by users is allowed and you won’t claim IP infringement against such actions originated through platform features.
6.3. Use of Symspace IP
Symspace’s trademarks (name, logos) and any of its own copyrighted content (site design, text, etc.) are our property. We grant you a limited license to use the Symspace name/logo only as needed to indicate you are selling on Symspace (e.g., you can say “Visit my shop on Symspace” with our logo in accordance with any brand guidelines we provide). You cannot misrepresent yourself as an employee or agent of Symspace or use our brand in a way that confuses customers. Any goodwill from permitted use of our marks inures to us. If we update brand guidelines or revoke permission, you agree to comply.
6.4. Ownership
Except for the license rights above, you retain ownership of all your intellectual property in your content and products. Symspace doesn’t claim ownership of your trademarks or product designs. If a product sells, that transaction doesn’t transfer any of your IP rights to Symspace (only to the buyer to own that copy). Conversely, any content Symspace or its users create that isn’t derived from yours remains owned by them/us. For instance, if Symspace takes generic AR background imagery, you don’t own that by having your model shown on it.
6.5. Intellectual Property Infringement Claims
You must notify Symspace immediately if you believe any content on our platform (including your own) infringes IP rights. We comply with DMCA and have processes to remove infringing content. If a takedown notice is specifically about your listing, we will forward it to you (if valid) and may remove the listing. You have the right to counter-notice if you believe it’s mistaken. Repeated infringement by sellers will lead to termination. Also, if you inadvertently use someone else’s protected content (like a stock photo you didn’t have rights for), once alerted, remove or replace it promptly.
6.6. Symspace’s Use of AI with Your Content
Part of the service might involve Symspace analyzing your provided content or sales data with AI (for example, to improve search or generate better descriptions, or to train a model that helps auto-generate 3D objects). We will do so in accordance with our Privacy Policy and maintaining confidentiality of your sensitive data. Any AI-trained improvements that are general (like an algorithm that better renders 3D from 2D images using many sellers’ data) is owned by Symspace. But we won’t use your specific product data to create something to compete with you directly (e.g., we won’t take your unique design and have AI produce a copy for another seller). This is more of a trust statement than a legal clause.
7. Compliance with Laws and Policies
7.1. Legal Compliance
You must comply with all applicable laws, regulations, and industry standards in connection with your use of Symspace and your selling activities. This includes but is not limited to: consumer protection laws (truthful advertising, proper labeling, product safety standards), privacy laws (if you gather any personal info through e.g., warranty cards, you must handle it lawfully), intellectual property laws (selling authorized goods, respecting IP), export/import laws (not selling items to buyers where prohibited, filling out customs forms accurately), environmental regulations (if selling electronics with battery disposal requirements, etc.), and any required licenses or permits (like FCC compliance for electronics, or FDA compliance for cosmetics or medical devices). You are solely responsible for determining what laws apply to your products and business and ensuring compliance.
7.2. Specific Regulatory Areas
- Product Safety: All products should meet safety standards. Toys, electronics, anything with potential hazards must comply with relevant certification (ex: UL listing for electrical if needed, CPSIA for children’s products, etc.). No recalled products should be sold.
- Food/Cosmetics: If you sell these, ensure labeling with ingredients, allergens, expiration dates as required. No selling of expired or soon-to-expire goods unless clearly noted and allowed.
- Drugs/Supplements: These are heavily regulated. Only allowed if fully compliant with FDA (or equivalent) regulations and allowed by Symspace’s category rules. Likely you need pre-approval to list.
- Alcohol/Tobacco/Adult: These categories might be disallowed on Symspace entirely or allowed only with strict conditions (age verification, licenses). Do not list without explicit permission and process in place.
- Export Control and Sanctions: You cannot sell to countries or individuals under U.S. (or relevant) sanctions. Symspace system may block certain regions. Don’t attempt to bypass. Also, if your product has export restrictions (like some tech or defense-related items), do not list unless vetted.
- Taxes: You must comply with tax laws. See Section 8 for specifics on how transaction taxes are handled between us and you.
7.3. Abiding by Marketplace Policies
Beyond laws, Symspace will have its own policies (some mentioned throughout: content standards, return minimums, etc.). These will be provided in a seller handbook or policy page. You agree to familiarize and follow them. They are incorporated by reference into this Agreement. For instance, policies may cover: prohibited content in listings, required seller response times, how to handle customer data (e.g., if buyer shares personal measurements for a custom fit, you must keep that secure and only use for that order), etc. We may update policies over time and will notify you or post changes. Continual violation of policies can lead to enforcement action including suspension.
7.4. Insurance
You acknowledge that as a business, you may be subject to liability for your products (like product liability if something causes injury). Symspace strongly recommends you maintain adequate insurance coverage for your protection, including general commercial liability and product liability insurance. While not always mandatory initially, Symspace reserves the right to require you to obtain certain insurance and to list Symspace as an additional insured on it. If we notify you of such requirement (likely if you reach a sales threshold or sell in a risk category), you agree to comply within 30 days. You will provide certificates of insurance to us upon request. For example, if you sell electronics that could overheat, we might insist on product liability insurance after you hit $50k in sales. Insurance will protect both you and Symspace in event of claims. If you fail to procure it when required, we may suspend your listings until you do.
7.5. Taxes – Seller’s Responsibility
Apart from transaction taxes which we handle as marketplace (see Section 8), you are responsible for your own business taxes: income tax on earnings, any required corporate taxes, VAT if you have obligations in your home jurisdiction for what you sell, etc. Symspace does not withhold any income tax for you (unless required by law like certain non-U.S. seller U.S. withholding, etc.). You should consult a tax advisor to ensure you file appropriately. Also if you have nexus in certain states or countries beyond what marketplace facilitator covers, it's on you to handle those taxes.
7.6. Record-Keeping and Audit
Keep records of your transactions, inventory, and communications as needed to demonstrate compliance. Symspace may request documentation at times to verify compliance (like supplier invoices as mentioned, safety certificates, etc.). We may also audit your use of the marketplace via automated means or manual review to ensure no policy breaches. You agree to cooperate and provide truthful information during any investigation or audit.
7.7. Indemnity for Non-Compliance
As elaborated in Section 10, you will indemnify Symspace for any costs or losses arising from your failure to comply with laws or policies. For example, if you sold an illegal item and we get fined or sued, you cover those costs. Or if you didn’t pay required taxes and a government seeks them from Symspace, you reimburse those.
8. Taxes (Sales Tax, VAT, etc.)
8.1. Marketplace Facilitator
In many jurisdictions (like most U.S. states, some other countries), Symspace as a marketplace may be required or has opted to collect and remit sales tax, VAT, or similar transaction taxes on sales to customers. Where Symspace is legally considered a “marketplace facilitator” or “marketplace operator” for tax, we will handle calculating, collecting, and remitting those taxes on your behalf for your sales. For instance, in the U.S., if a buyer is in California, Symspace will charge them the California sales tax rate for the product and shipping (if taxable) and remit it to California. We will relieve you of the obligation to remit that particular tax (though you should report that the marketplace did it, depending on local law).
8.2. Jurisdictions Covered
Symspace will provide a list of jurisdictions where we collect/remit. For U.S., it may be all states with sales tax, as laws now cover that. For other countries, possibly we’ll handle EU VAT on digital services, etc. If a sale occurs to a location not covered by our system (e.g., a country where we aren’t set up to collect VAT and you have liability), you are responsible to handle that outside our system. However, typically we aim to cover major markets or restrict sales where tax can’t be handled.
8.3. Seller’s Tax Obligations
You must provide us any information needed for tax purposes: e.g., your VAT ID, GST ID, state reseller certificates, etc. If you have a valid exemption for certain taxes (like selling wholesale, or a buyer is tax-exempt entity), we need documentation to handle that properly. For VAT in the EU/UK, Symspace might be deemed the “deemed supplier” for cross-border e-commerce for low-value goods as per new rules. We will manage those where required. If you as Seller have any required registration or tax collection obligations not handled by us, you must fulfill them. Also, you must not use Symspace to commit tax evasion or fraud (ex: mischaracterizing an item to avoid higher duty).
8.4. Tax on Seller Income
As noted, your income tax or business tax obligations remain yours. Symspace may issue required forms (like a 1099-K in the U.S. summarizing sales if thresholds met). Make sure we have your correct taxpayer info (W-9 or W-8 for foreigners) so we can comply with IRS rules. If you don’t provide it, we may have to withhold certain percentages as backup withholding and remit to IRS, which will be deducted from your payouts.
8.5. Import/Export
If you ship internationally, you (or the buyer depending on terms) are responsible for any customs duties or import VAT in the destination. Typically the buyer pays those on arrival. You should accurately fill customs declarations (as seller/shipper) with correct value and description to avoid legal issues. Symspace is not the exporter or importer of record, you are (or the buyer as importer). Ensure no illegal exports (like US items to sanctioned countries) and proper export licenses if needed.
8.6. Cooperation
If any tax authority audits Symspace regarding transactions involving your sales, you agree to cooperate and provide needed info. Similarly, if needed, we can share relevant transaction info with tax authorities as required (like in EU, marketplace must keep certain VAT-related records for 10 years and provide to authorities upon request; you acknowledge we’ll do so).
9. Term and Termination; Suspension
9.1. Term
This Agreement becomes effective on the date you register as a seller or first list a product, and continues until terminated by either party as outlined herein.
9.2. Voluntary Termination by Seller
You may terminate this Agreement (i.e., stop selling on Symspace) at any time by providing notice to Symspace (e.g., via seller dashboard setting to close account or written notice to support). However, you must fulfill any outstanding orders or pending obligations. If you have open orders, ideally wait until they’re completed or work with us to cancel/refund them appropriately. Upon termination, your seller account will be closed and your listings removed.
9.3. Termination or Suspension by Symspace
Symspace may suspend your account or terminate this Agreement at any time, with or without cause, by giving you notice (e.g., email). We may suspend/terminate immediately in certain cases, including:
- Serious or repeat violation of this Agreement, policies, or law (selling prohibited items, high rate of fake products, fraud).
- Actions that pose risk to Symspace or buyers (e.g., payment fraud, hacking attempts).
- Consistently poor performance or customer feedback indicating inability to meet standards.
- If mandated by law or at request of law enforcement (e.g., you’re selling illegally).
- If you become insolvent or file bankruptcy (we might terminate if we suspect you can’t fulfill orders).
In cases of minor issues, we typically suspend (prevent new sales) and give chance to correct before terminating permanently.
9.4. Effect of Suspension/Termination
During suspension, your active listings may be paused (buyers can’t purchase). You must still fulfill in-transit orders. We may hold payouts until issues are resolved. If terminated, all your listings are removed; you shouldn’t access or use seller features. Termination does not absolve either party of obligations incurred prior: you still owe any fees accrued, and we still owe any payouts for delivered orders. Sections of this Agreement that by nature should survive (indemnity, liability limits, etc.) will survive termination.
9.5. Withholding of Funds
If your account is terminated due to misconduct or high risk of claims, Symspace may temporarily withhold some or all of your funds to cover potential refunds, chargebacks, or liabilities. For example, if we terminated you for selling counterfeit items, we might hold your last payouts for a reasonable period to ensure customers have time to claim refunds. Any funds not used for claims will be released to you after that period. The period might be up to 90–180 days (similar to payment processors’ reserve practices) depending on the situation. We’ll communicate if we are doing this. This is in addition to any offsets we might do (deducting what you owe). If obligations exceed funds, you still owe the difference.
9.6. Appeal
If you feel a suspension or termination was in error or unfair, you can appeal by contacting our seller support or a specific appeals channel. Provide any evidence or corrective action plan. We will review in good faith and either reinstate under conditions or uphold the decision. Our primary concern is marketplace integrity and customer safety.
9.7. Closure for Inactivity
If your seller account has been completely inactive for a long period (say, no logins or listings for 12+ months) and no outstanding funds, Symspace reserves the right to close it. We’d notify you at your last email on file. If no response, we’ll terminate. You can reapply later if you wish.
10. Indemnification
10.1. Seller Indemnity
You agree to indemnify, defend, and hold harmless Symspace and its affiliates, and their officers, directors, employees, and agents (the “Symspace Parties”) from and against any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- (a) Your breach of any representation, warranty, or obligation in this Agreement (e.g., false specs leading to a claim).
- (b) Your own sales channels or activities outside Symspace (e.g., issues on your site that somehow involve Symspace).
- (c) Your Products – including product liability, death, personal injury, or property damage from them, and any related claims (e.g., manufacturing defects).
- (d) Your Retailer Product Content – any claim that the content you provided infringes intellectual property, is defamatory, or unlawful.
- (e) Tax obligations – any taxes, duties, penalties, or interest from your Symspace transactions (unless we explicitly handle them).
- (f) Your misuse of the Symspace platform – including scraping, abusing APIs, or privacy violations.
- (g) Any breach of law – including selling illegal items or violating consumer protection laws.
This indemnity covers third-party claims (including buyers, IP owners, regulators) related to your products or conduct, even if groundless.
10.2. Procedure
If Symspace faces a claim that triggers your indemnity, we will notify you promptly in writing. You will then assume the defense with counsel reasonably acceptable to us. We may choose to be defended by you or to participate with our own counsel (at our cost). You agree to cooperate fully as needed. You may not settle any claim in a way that admits fault of Symspace or imposes non-monetary obligations on us without our consent. If you do not diligently defend, Symspace can assume defense and you’ll reimburse all costs and any judgment or settlement. We will use Indemnity Counsel Guidelines similar to Walmart’s approach if needed (expecting competent representation and information).
10.3. Additional Insured
If we require insurance, we’ll be additional insured so that insurance covers some of this. But regardless, if insurers don’t, you do per this clause.
10.4. No Limitation
Your indemnification responsibilities are in addition to any insurance or other remedy and are not limited by any liability cap when it comes to third-party claims. If a third party comes after Symspace for something that is fundamentally your fault, you bear the cost fully.
11. Limitation of Liability (Symspace to Seller)
11.1. No Consequential Damages
To the extent permitted by law, Symspace and the Symspace Parties will not be liable to you for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement or your use of the Symspace platform, even if we have been advised of the possibility of such damages. This includes, without limitation, damages for lost profits, lost sales, business interruption, loss of data, or cost of procurement of substitute services. For example, if the Symspace site goes down for a day and you lose potential sales, or if an AR glitch causes a buyer to not buy, we’re not liable for those lost opportunities.
11.2. Cap on Liability
To the fullest extent allowed by law, Symspace’s total liability to you for any claims arising out of or relating to this Agreement, whether in contract, tort or otherwise, is limited to the total amount of fees (commission) you paid to Symspace in the 12 months preceding the event giving rise to the liability or $100, whichever is greater. Since typically we collect fees rather than you paying us, one could interpret as fees we took from your sales (which is effectively what you paid us), or just $100 if that’s more. But realistically, since we don’t charge monthly fees as of now, our exposure is minimal and this ensures we aren’t on the hook beyond that.
11.3. Platform Provided “As Is”
Symspace provides the marketplace, AR features, and related services on an “as is” and “as available” basis. We make no warranty that the platform will be uninterrupted or error-free, or that defects will be corrected timely. As a seller, you assume the risks of technology issues. We will try to maintain good uptime and fix issues, but we disclaim warranties like merchantability, fitness for particular purpose, etc., in providing the service to you.
11.4. No Guarantee of Sales or Results
Symspace does not guarantee that you will sell any given amount, reach any audience, or achieve any particular outcome by using our marketplace. Any metrics or projections we might provide (like “AR can increase sales by X%”) are for informational purposes and not a guarantee. You agree that Symspace is not liable for your success or failure to sell products.
11.5. Third-Party Services
If you use any third-party services in connection with Symspace (like a linked shipping app or analytics tool via API, or even Unity’s SDK inside our app), Symspace is not liable for the acts or omissions of those third parties. For example, if a payment processor has an outage or a bug in Unity causes an AR display error, our liability is limited as above.
11.6. Legal Exceptions
Some jurisdictions may not allow certain limitations. For example, in some places, you can’t disclaim liability for gross negligence or willful misconduct. We certainly aren’t trying to disclaim that—if we intentionally harm you, that’s on us. Also, this doesn’t override any statutory rights you have that can’t be waived. But in general, this sets the understanding that our liability is very limited. If a court finds any part of this unenforceable, it should enforce to maximum extent.
12. Miscellaneous Provisions (Seller Agreement)
12.1. Governing Law
This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. However, since your activities might span regions, you also agree to comply with any local laws about selling. The choice of Delaware primarily matters for dispute resolution between you and Symspace.
12.2. Dispute Resolution
As stated in the Terms of Use and mirrored here, any dispute between you (Seller) and Symspace will be resolved by binding arbitration in Delaware, unless you opted out or an exception applies, following the same process as with buyers (Section 8 above, which references Terms of Use Section 12). As a Seller, you also agree not to bring class or collective actions. Essentially, you can’t sue us in court (except small claims or injunctive relief for IP perhaps) – it has to go to arbitration. See Terms of Use for details on opting out or exceptions. Delaware courts (state or federal) have exclusive jurisdiction for any allowed court proceedings.
12.3. Relationship of Parties
You and Symspace are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship between us. You have no authority to make or accept any offers or representations on Symspace’s behalf, and vice versa except as explicitly stated (Symspace acts as your agent for payment processing as described earlier, but that is limited). You operate your business at your own risk and reward.
12.4. No Exclusivity or Non-Compete
This Agreement does not restrict you from selling elsewhere, nor restricts Symspace from allowing other sellers (including competitors of yours) on the platform. Symspace also may at times produce similar products or white label items – there’s no non-compete guarantee here. Each party can engage in similar or competitive activities.
12.5. Assignment
You may not assign or transfer any of your rights or obligations under this Agreement without Symspace’s prior written consent. Any assignment attempt without consent is void. Symspace can assign or transfer this Agreement (for example, if we get acquired or merge, or delegate to an affiliate) upon notice to you (which could be via posting updated terms reflecting the new entity).
12.6. Modifications
Aside from general updates to this Agreement which we handle via notice to all sellers, any changes specific to you (like an amendment for a special program) must be in writing and agreed by both parties. The failure of either party to enforce any provision is not a waiver of the right to do so later.
12.7. Severability
If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement remains in effect. For instance, if arbitration clause was not enforceable in a scenario, the rest of obligations still bind, and we’d possibly resolve disputes in court individually.
12.8. Entire Agreement
This Agreement, together with the Terms of Use, Privacy Policy, and any policies or guidelines incorporated by reference (like prohibited items policy, fee schedule, etc.), constitutes the entire agreement between you and Symspace regarding your use of the marketplace as a Seller. It supersedes any prior discussions or agreements (like if someone told you verbally something else, this written contract is what applies). In case of conflict, as earlier stated, this Seller Agreement overrides the general Terms for subjects it covers specifically.
12.9. Notices
Notices under this Agreement will be given: (a) by Symspace to you via email to the address on your account, via internal dashboard message, or via certified mail to any physical address you provided; (b) by you to Symspace via email to our seller support or an address we designate (e.g., contact@symspacelabs.com) or via certified mail to our corporate address. Email is considered written notice. You are responsible for keeping your contact info updated to receive notices.
12.10. Force Majeure
Symspace is not liable for any delay or failure to perform its obligations due to events outside its reasonable control (e.g., natural disasters, war, cyberattacks, etc.). Similarly, if such events affect your ability to fulfill orders, let us and customers know; while you are technically responsible, we will consider such events in enforcement of certain obligations.
12.11. Publicity
You will not use the name, logo, or trademarks of Symspace or its affiliates in any press release, marketing, or public announcement without our prior written consent. (However, stating that you sell on Symspace in product packaging or on your website in a factual manner is generally fine – e.g., “Available on Symspace” – but anything that implies a special endorsement needs approval.)
12.12. Affiliate Marketing
If you engage in any affiliate marketing or advertising your Symspace listings via third parties, ensure compliance with advertising laws (truth-in-advertising, no spam, etc.). This Agreement doesn’t specifically cover an affiliate program (Symspace might have its own to drive traffic, separate from you).
By clicking “I Agree” or listing a product, you confirm that you have read this Symspace Seller Agreement, understand it, and agree to be bound by its terms and conditions. We welcome you as a partner in the Symspace marketplace and look forward to a successful relationship.
Thank you for partnering with Symspace! If you have any questions about these terms or need clarification on any policies, please contact our Marketplace Support team. We are here to help you succeed on our platform while ensuring a safe and trusted experience for all parties.
Happy selling on Symspace!
