Terms of Service

1. Who we are and what you agree to

Sealed Ideas (the “Service”) is operated by [Legal entity name, exactly as registered with Stripe] ([Country and state of registration, registration number]), [Registered postal address] (“we”, “us”). By creating an account or using the Service you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

2. Eligibility

You must be at least 18 years old and legally able to enter into contracts. The Service is offered in [Countries in which buyers and sellers are served]. You may not use the Service if you are subject to sanctions or export restrictions that prohibit it, or if we have previously suspended your account.

3. What the Service is

The Service is an online venue where sellers offer written descriptions of ideas by auction and buyers bid on them. We collect payments as the merchant of record through our payment processor, Stripe, deduct our fee, and pay sellers through Stripe Connect accounts. Apart from collecting and distributing payment and enforcing these Terms, we are not a party to the agreement between a buyer and a seller, we do not verify the accuracy of listings, and we make no promise about the value or outcome of any idea.

4. What is sold and which rights the buyer gets

A sale transfers to the buyer the seller's written description and any attached materials (together the “Content”) and the rights below. Unless a listing states otherwise, the buyer receives a perpetual, worldwide, exclusive license to use the Content to develop, build, operate and commercialise products and services, to modify it, and to share it in confidence with employees, partners, advisers and investors. The buyer may not publish, resell or redistribute the Content itself as such. Copyright in the text and materials stays with the seller; the license above is what transfers. No patent, trademark, trade secret registration, or guarantee that the idea is novel, workable or free of third-party rights is transferred or implied. Ideas as such are not protected by copyright. [The scope of this license is to be confirmed by IP counsel before launch.]

5. Seller obligations and warranties

• You own the Content or have the right to sell it, and it does not copy or infringe anyone else's work, confidential information or rights.
• Everything in the listing (stage, research, numbers, what the buyer receives) is true and not misleading, and you answer questions honestly.
• After a sale you will not sell, license or publish the same idea or Content to anyone else, anywhere, and you will not disclose the sealed Content to anyone other than the buyer.
• You will not list ideas that are illegal, that concern weapons, controlled substances, fraud, hate, sexual content involving minors, sanctioned parties or activities, or that breach export controls.
• You are responsible for any taxes on your earnings and for providing accurate payout and identity information to our payment processor.

6. Auction rules

• A bid is a binding offer to buy at that price. Bids cannot be retracted or reduced.
• A bid placed in the last 5 minutes extends the auction by 5 minutes. The highest bid at the end wins; earlier bids win ties.
• Shill bidding, bidding with multiple accounts, colluding to suppress prices, or any other manipulation of an auction is prohibited and leads to suspension and voided sales.
• Sellers may cancel a listing only while it has no bids and may not bid on their own listings. There is no reserve price: the starting price is the minimum.
• If a technical fault affects the end of an auction, we may extend, void or re-run it. We are not liable for bids lost to outages, but we will act in good faith to restore a fair outcome.

7. Payment, deadline and non-payment

The winning bidder must pay within 48 hours. If they do not, the idea is offered to the next highest eligible bidder, and so on. A winner who fails to pay may be suspended. Payments are processed by Stripe; card details never reach our servers. A payment from a bidder who has forfeited is refused and refunded.

8. Fees, payouts, taxes

We keep 10% of the final price as our fee; the seller receives the remainder. Payouts are made to the seller's Stripe Connect account after the buyer's payment has cleared and after any hold described in section 9. We may hold or reserve funds where there is an open complaint, dispute, chargeback or suspected fraud, and may deduct refunds, chargebacks and their costs from a seller's balance or future payouts. Sellers must complete the identity verification (KYC) Stripe requires; without it no payout can be made. Sellers are responsible for reporting and paying taxes on their earnings; where required by law we or our payment processor issue tax forms (for example Form 1099-K in the United States).

9. Refunds, complaints and chargebacks

• Because sealed Content cannot be un-read, a completed purchase is final once the Content is unlocked, except as set out here.
• A buyer may file a complaint within 7 days of unlocking if the listing was materially misleading, the Content was not what the listing promised, the Content infringes third-party rights, or the seller broke these Terms. Complaints go to support@sealedideas.com with the listing link and evidence.
• We decide complaints within 14 days on the evidence provided by both sides and may grant a full or partial refund, cancel the sale, or reject the complaint. Either side may appeal once within 7 days by replying with new evidence; the appeal decision is final within the Service.
• Refunded amounts are recovered from the seller's held funds, balance or future payouts. A chargeback opened with the card issuer is handled through Stripe; if it succeeds, the sale is treated as refunded.
• Where consumer law gives you additional rights, those rights are not affected by this section.

Digital content and the right of withdrawal. Before paying, the buyer expressly requests that the Content be delivered immediately after payment and acknowledges that, where a statutory right of withdrawal exists (for example in the EU or UK), that right is lost once delivery begins.

10. Confidentiality and platform access

The sealed Content is disclosed to the winning buyer after payment. It is also accessible to a limited number of our staff and service providers for security, moderation of reported listings, customer support, backups and legal compliance, and it may be sent to an automated review service as described in the Privacy Policy. We do not otherwise publish or use sealed Content.

11. Intellectual property complaints

If you believe Content on the Service infringes your rights, follow our IP complaint policy. We remove infringing material, notify the affected users, allow counter-notices, and terminate the accounts of repeat infringers.

12. Accounts, suspension and termination

You are responsible for your account and for keeping your password safe. We may suspend or terminate accounts that break these Terms, manipulate auctions, fail to pay, infringe rights, or create legal or financial risk for us, and we may withhold payouts that relate to such conduct. You may delete your account at any time from the account page; listings, bids, questions and reviews stay in anonymised form so other users' history remains intact.

13. Disclaimers, limitation of liability, indemnity

The Service is provided as is and as available. We do not warrant that any idea is novel, workable, lawful or profitable, that listings are accurate, or that the Service is uninterrupted or error-free. To the extent permitted by law, we are not liable for indirect, consequential or lost-profit damages, and our total liability to you for all claims relating to a transaction is limited to the fees we received on that transaction, and otherwise to USD 100. You will indemnify us against claims arising from Content you list, your breach of these Terms, or your infringement of someone else's rights.

14. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of payment processors, hosting providers or the internet.

15. Changes to these Terms

We may change these Terms. Material changes are announced on the Service and by email at least 14 days before they take effect, except where a change is required by law. Continuing to use the Service after that date means you accept the change; otherwise you may close your account.

16. Governing law and disputes

These Terms are governed by [Governing law, e.g. the laws of the State of ___, USA]. Disputes that cannot be resolved through our complaints process are resolved by [Courts of ___ / binding arbitration under ___ rules], without prejudice to mandatory consumer protection rules of your country of residence.

17. Contact

[Legal entity name, exactly as registered with Stripe], [Registered postal address]. Support: support@sealedideas.com. Privacy: privacy@sealedideas.com. Copyright: copyright@sealedideas.com.