Marketplace Seller Agreement
MARKETPLACE SELLER AGREEMENT
Effective Date: [DATE]
Last Updated: [DATE]
TABLE OF CONTENTS
- Introduction and Definitions
- Seller Registration and Verification
- Seller Obligations
- Product Listings
- Pricing and Fees
- Orders and Fulfillment
- Payment Processing
- Customer Service
- Returns and Refunds
- Intellectual Property
- Prohibited Items and Conduct
- INFORM Consumers Act Compliance
- Data Protection and Privacy
- Representations and Warranties
- Indemnification
- Limitation of Liability
- Term and Termination
- Dispute Resolution
- General Provisions
- Contact Information
1. INTRODUCTION AND DEFINITIONS
1.1 Parties
This Marketplace Seller Agreement ("Agreement") is entered into between:
Marketplace Operator:
[MARKETPLACE NAME], a [STATE] [ENTITY TYPE] ("Marketplace," "Platform," "we," "us," or "our")
Seller:
The individual or entity registering to sell products through the Marketplace ("Seller," "you," or "your")
1.2 Purpose
This Agreement governs your participation as a seller on the [MARKETPLACE NAME] platform located at [MARKETPLACE URL] ("Platform").
1.3 Definitions
"Buyer" means any individual or entity that purchases products through the Platform.
"Commission" means the percentage of each sale retained by Marketplace as compensation.
"High-Volume Seller" means a seller who, in any continuous 12-month period, has entered into 200 or more discrete sales or transactions of new or unused consumer products resulting in total revenues of $5,000 or more, as defined by the INFORM Consumers Act.
"Listing" means a product or service offered for sale on the Platform.
"Order" means a Buyer's purchase of a Seller's product through the Platform.
"Seller Account" means the account created by Seller to access and use the Platform.
"Transaction" means the completed sale of a product from Seller to Buyer through the Platform.
2. SELLER REGISTRATION AND VERIFICATION
2.1 Registration Requirements
To become a Seller, you must:
☐ Complete the seller registration process
☐ Provide accurate and complete business information
☐ Agree to this Agreement and all Platform policies
☐ Pass identity and business verification
☐ Provide valid payment and tax information
2.2 Required Information
For Individual Sellers:
☐ Legal name
☐ Residential address
☐ Government-issued ID
☐ Tax identification number (SSN or ITIN)
☐ Bank account information
☐ Email address and phone number
For Business Sellers:
☐ Legal business name
☐ Business address
☐ Business registration documents
☐ Tax identification number (EIN)
☐ Authorized representative information
☐ Bank account information
☐ Email address and phone number
2.3 Verification Process
☐ We will verify your identity and business information
☐ Verification may include third-party identity verification services
☐ You must respond to verification requests within [10] business days
☐ Failure to verify may result in account suspension or termination
2.4 Account Security
☐ You are responsible for maintaining account security
☐ Do not share login credentials
☐ Enable two-factor authentication (if available)
☐ Notify us immediately of unauthorized access
3. SELLER OBLIGATIONS
3.1 General Obligations
As a Seller, you agree to:
☐ Comply with all applicable laws and regulations
☐ Comply with all Platform policies and guidelines
☐ Provide accurate product information and descriptions
☐ Fulfill orders promptly and professionally
☐ Provide excellent customer service
☐ Maintain required performance metrics
3.2 Legal Compliance
You are responsible for complying with all laws applicable to your products and business, including:
☐ Consumer protection laws
☐ Product safety regulations (CPSC requirements)
☐ Labeling and packaging requirements
☐ Import/export regulations
☐ Tax collection and remittance obligations
☐ Environmental regulations
☐ Intellectual property laws
3.3 Tax Obligations
☐ You are responsible for determining and collecting applicable taxes
☐ You must remit taxes to appropriate authorities
☐ You must provide accurate tax information (W-9 or W-8BEN)
☐ Platform may collect and remit sales tax as marketplace facilitator where required
3.4 Performance Standards
You must maintain the following minimum performance standards:
| Metric | Minimum Standard |
|---|---|
| Order Defect Rate | Less than [1%] |
| Late Shipment Rate | Less than [4%] |
| Cancellation Rate | Less than [2.5%] |
| Valid Tracking Rate | Greater than [95%] |
| Customer Response Time | Within [24] hours |
4. PRODUCT LISTINGS
4.1 Listing Requirements
All product listings must:
☐ Accurately describe the product
☐ Include clear, accurate images of the actual product
☐ Specify all material product attributes
☐ Include accurate pricing
☐ Disclose shipping costs and timeframes
☐ Comply with Platform category requirements
4.2 Listing Content
You are responsible for ensuring listing content:
☐ Is accurate and not misleading
☐ Does not infringe intellectual property rights
☐ Complies with FTC disclosure requirements
☐ Does not contain prohibited content
☐ Matches the actual product shipped
4.3 Product Images
☐ Images must accurately represent the product
☐ Use high-quality images meeting Platform specifications
☐ Do not use stock images unless authorized
☐ Do not include watermarks or promotional text (unless permitted)
4.4 Listing Modifications
☐ You may update listings at any time
☐ We may edit listings to correct errors or ensure compliance
☐ We may remove listings that violate policies
☐ Material changes require updating active orders if applicable
5. PRICING AND FEES
5.1 Product Pricing
☐ You set your own product prices
☐ Prices must include all mandatory fees (no hidden costs)
☐ Prices must comply with applicable pricing laws
☐ You may not engage in price fixing or collusion
5.2 Platform Fees
You agree to pay the following fees:
| Fee Type | Amount |
|---|---|
| Referral/Commission Fee | [X%] of sale price |
| Subscription Fee (if applicable) | $[X.XX] per month |
| Listing Fee (if applicable) | $[X.XX] per listing |
| Payment Processing Fee | [X.XX%] + $[X.XX] per transaction |
| [OTHER FEES] | [AMOUNT] |
5.3 Fee Collection
☐ Fees are deducted from your sales proceeds before disbursement
☐ Monthly subscription fees are charged on the [X] day of each month
☐ You authorize us to charge your payment method for any fees owed
5.4 Fee Changes
☐ We may change fees with [30] days' notice
☐ Notice will be provided via email and/or seller dashboard
☐ Continued use after effective date constitutes acceptance
☐ You may terminate if you do not accept new fees
6. ORDERS AND FULFILLMENT
6.1 Order Acceptance
☐ You agree to fulfill all confirmed orders
☐ Orders become binding when Buyer completes checkout
☐ You may not cancel orders except for legitimate reasons
☐ Excessive cancellations may result in account suspension
6.2 Shipping Requirements
☐ Ship orders within the timeframe specified in your listing
☐ Provide valid tracking information for all shipments
☐ Use reliable shipping carriers
☐ Package products securely to prevent damage
☐ Include required documentation (invoices, receipts)
6.3 Shipping Timeframes
| Shipping Method | Maximum Handling Time |
|---|---|
| Standard | [3] business days |
| Expedited | [2] business days |
| Express | [1] business day |
6.4 Order Confirmation
☐ Confirm order receipt within [24] hours
☐ Provide estimated shipping date
☐ Upload tracking information when available
☐ Notify Buyer and Platform of any delays
7. PAYMENT PROCESSING
7.1 Payment Collection
☐ Platform collects payment from Buyers on your behalf
☐ Funds are held in a designated account
☐ You authorize Platform to collect and hold funds
7.2 Disbursement Schedule
| Account Status | Disbursement Frequency |
|---|---|
| New Sellers (first 90 days) | Every [14] days |
| Established Sellers | Every [7] days |
| Premium Sellers | Every [3] days |
☐ Disbursements are made via bank transfer to your designated account
☐ Minimum disbursement amount: $[25.00]
7.3 Payment Holds
We may hold funds if:
☐ There are pending customer claims or disputes
☐ Your account has elevated chargeback rates
☐ There are concerns about policy violations
☐ Required for legal or regulatory reasons
7.4 Chargebacks and Disputes
☐ Chargebacks may be deducted from your account
☐ You may contest chargebacks with documentation
☐ Excessive chargebacks may result in account termination
8. CUSTOMER SERVICE
8.1 Seller Responsibilities
☐ Respond to customer inquiries within [24] hours
☐ Resolve issues professionally and promptly
☐ Maintain a professional and courteous tone
☐ Escalate unresolved issues to Platform if needed
8.2 Communication Channels
☐ Use Platform messaging system for buyer communications
☐ Do not direct buyers off-platform to avoid fees
☐ Do not share personal contact information inappropriately
☐ Do not send marketing communications without consent
8.3 Platform Support
☐ Platform may intervene in disputes between Sellers and Buyers
☐ Platform decisions on disputes are final
☐ You agree to cooperate with dispute resolution
9. RETURNS AND REFUNDS
9.1 Return Policy
☐ You must have a return policy that meets Platform minimums
☐ Minimum return window: [30] days from delivery
☐ You may offer more generous return policies
☐ Return policy must be clearly displayed on listings
9.2 Processing Returns
☐ Accept returns that meet your return policy
☐ Process refunds within [5] business days of receiving returned item
☐ Cover return shipping for defective or incorrectly shipped items
☐ Buyer pays return shipping for buyer's remorse returns (unless otherwise stated)
9.3 Refund Methods
☐ Refunds are processed through the Platform
☐ Original payment method is credited
☐ Platform fees may be refunded according to Platform policy
10. INTELLECTUAL PROPERTY
10.1 Your Intellectual Property
☐ You retain ownership of your content and trademarks
☐ You grant Platform a license to display your content for sales purposes
☐ License includes reproducing, displaying, and distributing content
☐ License terminates when you remove listing or terminate account
10.2 Third-Party Intellectual Property
☐ You may not list products that infringe third-party IP
☐ You may not use unauthorized trademarks, logos, or images
☐ You are responsible for obtaining necessary licenses
☐ Platform may remove listings for alleged IP infringement
10.3 Brand Authorization
☐ If selling branded products, you may be required to provide authorization
☐ Brand authorization requests must be fulfilled within [5] business days
☐ Failure to provide authorization may result in listing removal
11. PROHIBITED ITEMS AND CONDUCT
11.1 Prohibited Items
You may NOT sell the following:
☐ Counterfeit or unauthorized replica products
☐ Stolen property
☐ Hazardous materials (without proper authorization)
☐ Illegal items (drugs, weapons as restricted)
☐ Recalled products
☐ Age-restricted items without verification systems
☐ Items violating export/import restrictions
☐ [SEE FULL PROHIBITED ITEMS POLICY]
11.2 Prohibited Conduct
☐ Artificially inflating reviews or ratings
☐ Manipulating search results or rankings
☐ Operating multiple seller accounts without authorization
☐ Circumventing Platform fees
☐ Harassment of buyers, Platform staff, or other sellers
☐ Providing false information
☐ Violating intellectual property rights
12. INFORM CONSUMERS ACT COMPLIANCE
12.1 Applicability
This section applies if you are a "High-Volume Seller" as defined by the INFORM Consumers Act (15 U.S.C. § 45f):
☐ You have made 200 or more discrete sales in a continuous 12-month period; AND
☐ You have generated $5,000 or more in gross revenues in that period
12.2 Required Information Disclosure
If you are a High-Volume Seller, you must provide and we will verify:
For Individual Sellers:
☐ Full legal name (or legal business name if sole proprietor)
☐ Physical address (or if no physical address, valid P.O. Box or address with commercial mail agency)
☐ Contact information (working phone number and email)
☐ Government-issued identification (for verification)
☐ Tax identification number (for verification)
12.3 Information Display
Per INFORM Consumers Act requirements, the following information will be displayed to consumers on your product listings:
☐ Seller name
☐ Physical address (or "Multiple locations" with link to full address)
☐ Contact information (working phone number or "Request seller's phone number" mechanism, and email)
12.4 Verification Requirements
☐ We will verify your information within [10] days of becoming a High-Volume Seller
☐ Information must be verified annually
☐ You must notify us within [10] days of any changes to verified information
☐ We will re-verify information within [10] days of any changes
12.5 Disclosure Placement
☐ Your seller information will be displayed prominently on product listings
☐ Disclosures will be placed at or near the top of product pages
☐ Font size and contrast will meet accessibility standards
☐ Contact information will be accessible with no more than one click
12.6 Compliance Consequences
☐ Failure to provide required information may result in listing suspension
☐ Failure to verify information may result in account suspension
☐ Providing false information may result in permanent termination
☐ We may report violations to the FTC as required by law
13. DATA PROTECTION AND PRIVACY
13.1 Buyer Data
☐ You will receive limited buyer information necessary for order fulfillment
☐ You may only use buyer data for fulfillment purposes
☐ You may NOT sell, share, or use buyer data for marketing without consent
☐ You must protect buyer data in accordance with applicable laws
13.2 Data Security
☐ Implement appropriate security measures for data protection
☐ Notify Platform immediately of any data breaches
☐ Comply with applicable data protection laws (CCPA, state privacy laws)
13.3 Privacy Policy
☐ You must maintain a privacy policy if you collect buyer data
☐ Your privacy practices must comply with applicable laws
14. REPRESENTATIONS AND WARRANTIES
14.1 Seller Representations
You represent and warrant that:
☐ You have the legal right and authority to enter this Agreement
☐ All information provided is accurate and complete
☐ You have the right to sell all listed products
☐ Products comply with all applicable laws and regulations
☐ Products are as described and free from material defects
☐ You will fulfill all orders and provide customer service
14.2 Platform Disclaimer
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. INDEMNIFICATION
15.1 Seller Indemnification
You agree to indemnify, defend, and hold harmless Platform and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
☐ Your products, listings, or sales
☐ Your breach of this Agreement
☐ Your violation of any law or third-party rights
☐ Your acts or omissions
☐ Product liability claims related to your products
☐ Tax liabilities related to your sales
☐ Intellectual property claims related to your listings
16. LIMITATION OF LIABILITY
16.1 Limitation
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
☐ PLATFORM'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
☐ PLATFORM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES
☐ PLATFORM IS NOT LIABLE FOR LOST PROFITS, LOST SALES, OR BUSINESS INTERRUPTION
16.2 Essential Basis
The parties acknowledge these limitations are an essential part of the agreement and the fee structure reflects this allocation of risk.
17. TERM AND TERMINATION
17.1 Term
This Agreement begins on your acceptance and continues until terminated.
17.2 Termination by Seller
☐ You may terminate at any time by closing your Seller Account
☐ You must fulfill all pending orders before termination
☐ Outstanding fees and obligations survive termination
17.3 Termination by Platform
We may terminate or suspend your account:
☐ For violation of this Agreement or Platform policies
☐ For suspected fraud or illegal activity
☐ For consistently poor performance metrics
☐ For excessive buyer complaints or chargebacks
☐ At our discretion with [30] days' notice
17.4 Effect of Termination
Upon termination:
☐ Your listings will be removed
☐ Pending orders must be fulfilled
☐ Outstanding payments will be disbursed (less holds for pending issues)
☐ You must return or destroy confidential Platform information
☐ Indemnification and confidentiality obligations survive
18. DISPUTE RESOLUTION
18.1 Governing Law
This Agreement is governed by the laws of the State of [STATE] without regard to conflict of law principles.
18.2 Mandatory Arbitration
Any dispute arising from this Agreement shall be resolved by binding arbitration administered by [AAA/JAMS] under its Commercial Arbitration Rules. The arbitration shall be conducted in [CITY, STATE].
18.3 Class Action Waiver
YOU WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS.
18.4 Small Claims Exception
Either party may bring claims in small claims court if the claim qualifies.
18.5 Injunctive Relief
Nothing in this Agreement prevents either party from seeking injunctive or other equitable relief to protect intellectual property rights or confidential information.
19. GENERAL PROVISIONS
19.1 Entire Agreement
This Agreement, together with Platform policies incorporated by reference, constitutes the entire agreement.
19.2 Amendments
☐ We may amend this Agreement with notice
☐ Continued use after the effective date constitutes acceptance
☐ Material changes require [30] days' notice
19.3 Severability
If any provision is unenforceable, the remaining provisions continue in effect.
19.4 Assignment
☐ You may not assign this Agreement without our consent
☐ We may assign this Agreement without restriction
19.5 Waiver
Failure to enforce any provision does not constitute a waiver.
19.6 Independent Contractors
The parties are independent contractors, not partners, joint venturers, or employer-employee.
20. CONTACT INFORMATION
[MARKETPLACE NAME]
[STREET ADDRESS]
[CITY, STATE ZIP CODE]
Seller Support:
Email: [SELLER SUPPORT EMAIL]
Phone: [SELLER SUPPORT PHONE]
Hours: [BUSINESS HOURS]
Policy Questions:
Email: [POLICY EMAIL]
Legal Notices:
Email: [LEGAL EMAIL]
Address: [LEGAL NOTICE ADDRESS]
SELLER ACKNOWLEDGMENT
By registering as a Seller on [MARKETPLACE NAME], I acknowledge that I have read, understood, and agree to be bound by this Marketplace Seller Agreement, including:
☐ All fees and payment terms
☐ Product listing requirements
☐ Fulfillment and customer service obligations
☐ INFORM Consumers Act disclosure requirements (if applicable)
☐ Indemnification and liability provisions
☐ Arbitration and class action waiver provisions
DOCUMENT CONTROL
| Version | Date | Author | Changes |
|---|---|---|---|
| 1.0 | [DATE] | [NAME] | Initial version |
Legal Review: ☐ Completed Date: _________ Reviewer: _________
This Marketplace Seller Agreement template is provided for informational purposes. Marketplace operator requirements vary by jurisdiction. Ensure compliance with the INFORM Consumers Act and FTC regulations. Consult with qualified legal counsel for specific compliance questions.
About This Template
A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: May 2026
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