Seller Agreement

​

1. Introduction and Scope

This Seller Master Service Agreement (the “Agreement” or “MSA”) is a binding contract between Kelviq, Inc., a Delaware corporation (“Kelviq”, “we”, “us”, or “our”), and the business entity or individual who registers as a seller on the Kelviq platform (“Seller”, “you”, or “your”). By completing the Kelviq seller onboarding process and accepting this Agreement, you agree to be bound by its terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. This Agreement governs your use of Kelviq’s platform to sell digital products, including Kelviq’s role as your Merchant of Record for payment processing, tax compliance, and transaction management.

​

2. Definitions

​

3. Merchant of Record Relationship

​

3.1 Kelviq as Merchant of Record

For all transactions processed through Kelviq Checkout, Kelviq acts as the Merchant of Record. This means that Kelviq is the legal seller to the Buyer for the purpose of payment processing, receipts, invoices, refunds, disputes, chargebacks, and applicable tax collection and remittance. Kelviq’s name and branding will appear on Buyer bank and card statements, checkout pages, receipts, and invoices. The Statement Descriptor for transactions will identify Kelviq as the merchant.

​

3.2 What the MoR Relationship Means for Sellers

As the MoR, Kelviq takes on the following responsibilities on behalf of the Seller:

• Processing Buyer payments through Kelviq Checkout
• Issuing receipts and invoices to Buyers in Kelviq’s name
• Handling payment disputes, chargebacks, and refund requests
• Collecting and remitting applicable sales tax, VAT, or GST where required
• Appearing as the merchant on Buyer bank and card statements
• Complying with payment network rules (Visa, Mastercard, and other applicable networks) for transactions processed through the Platform

​

3.3 Relationship to Buyers

When a Buyer purchases a Product through Kelviq Checkout, the Buyer’s contractual relationship for the payment transaction is with Kelviq. The Buyer’s relationship for the Product and its use is with the Seller, unless the Seller’s checkout page or product listing explicitly states otherwise.

​

4. Seller Onboarding and Verification

​

4.1 Account Registration

To sell through Kelviq, you must complete the seller onboarding process, which includes providing accurate business information, verifying your identity, and accepting this Agreement.

​

4.2 Know Your Customer (KYC) and Identity Verification

Kelviq is required to verify the identity of all Sellers before enabling live payment processing. As part of onboarding, you must provide:

• Legal name of the business or individual
• Business registration details (where applicable)
• Business address and country of incorporation or residence
• Identity verification documents as requested by Kelviq or its payment partners
• Tax identification information where required by law

Kelviq reserves the right to request additional information or documentation at any time to maintain compliance with applicable Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), and sanctions regulations.

​

4.3 Stripe Connected Account

As part of the onboarding process, the Seller must create and maintain a Stripe Connected Account to receive Payouts. By completing this step, the Seller agrees to be bound by the Stripe Connected Account Agreement (available at stripe.com/legal/connect-account) as it may be updated from time to time. The Seller acknowledges that Kelviq is not a party to the Stripe Connected Account Agreement and that Stripe may independently impose requirements, restrictions, or limitations on the Seller’s Connected Account.

​

4.4 Business Review

Before enabling live payment processing, Kelviq will review the Seller’s business, products, and intended use of the Platform. Kelviq may approve, conditionally approve, or reject a Seller application at its sole discretion. Approval criteria are described in the Kelviq Approved and Prohibited Business Policy. Kelviq may re-review a Seller’s account at any time and may suspend or terminate access if the Seller no longer meets approval criteria.

​

4.5 Ongoing Compliance

The Seller must promptly notify Kelviq of any material changes to their business, including changes to the types of Products sold, business structure, ownership, country of operation, or any event that could affect the Seller’s eligibility under this Agreement or the Approved and Prohibited Business Policy.

​

5. Seller Obligations

​

5.1 Product Responsibility

The Seller is solely responsible for:

• The quality, accuracy, and legality of all Products listed on the Platform
• Ensuring that Products do not infringe on any third-party intellectual property rights, copyrights, trademarks, or patents
• Providing accurate and non-misleading product descriptions, pricing, and marketing materials
• Delivering digital Products to Buyers promptly after purchase (through Kelviq’s delivery mechanisms or the Seller’s own fulfillment process)
• Providing customer support for product-related issues, including bugs, feature questions, and usage guidance

​

5.2 Legal Compliance

The Seller must comply with all applicable laws and regulations, including but not limited to:

• Consumer protection laws in jurisdictions where Products are sold
• Export control and sanctions regulations (including U.S. OFAC sanctions)
• Data protection and privacy laws applicable to the Seller’s business and customers
• Intellectual property laws
• Payment network rules established by Visa, Mastercard, and other applicable card networks

​

5.3 Cooperation with Disputes

When Kelviq receives a Chargeback, dispute, or refund request related to a Seller’s Product, the Seller must cooperate promptly by providing requested information, evidence, and documentation within the timeframes specified by Kelviq. Failure to cooperate may result in the dispute being resolved against the Seller.

​

5.4 Accurate Information

The Seller must keep all account information, business details, and product listings current and accurate. The Seller must not provide false, misleading, or incomplete information to Kelviq, Buyers, or any third party in connection with the Platform.

​

6. Fees

​

6.1 Platform Fees

Kelviq charges Platform Fees for use of the Platform services, including payment processing, checkout hosting, and MoR services. The current fee schedule is displayed in the Seller Dashboard and on the Kelviq website (kelviq.com/pricing). Kelviq may update the fee schedule with at least 30 days’ prior written notice to the Seller. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the updated fees.

​

6.2 Payment Processing Fees

Payment processing fees are included in the Platform Fee. The Seller is not charged separate payment processing fees by Kelviq. All fees are displayed in the Seller Dashboard and deducted from the gross transaction amount before the Seller’s Net Revenue is calculated.

​

6.3 Fee Deduction

All fees (Platform Fees and payment processing fees) are deducted automatically from the gross transaction amount before Payouts are made to the Seller. The Seller can view a breakdown of all fees in the Seller Dashboard.

​

6.4 Taxes on Fees

Fees quoted by Kelviq are exclusive of any taxes on the fees themselves. If applicable taxes are required to be charged on Kelviq’s fees, they will be added to the fee amount.

​

7. Payout Terms

​

7.1 Payout Schedule

Funds from completed transactions are added to the Seller’s available balance after processing. Sellers can withdraw their available balance at any time through the Seller Dashboard. Kelviq may impose a holding period for new Seller accounts during the first 30 days of activity, or for accounts that present elevated risk factors as determined by Kelviq’s compliance team.

​

7.2 Payout Method

Payouts are made to the Seller’s bank account through the Seller’s Stripe Connected Account. The Seller is responsible for maintaining a valid, active bank account and keeping payout details up to date in the Stripe dashboard.

​

7.3 Payout Currency

Payouts are made in the currency associated with the Seller’s bank account. Currency conversion, if applicable, is handled by Stripe and subject to Stripe’s exchange rates and conversion fees.

​

7.4 Minimum Withdrawal Threshold

Kelviq may set a minimum withdrawal threshold. The current minimum threshold is displayed in the Seller Dashboard.

​

7.5 Payout Holds and Delays

• Pending investigation of suspected fraud, Prohibited Activity, or policy violations
• Open chargebacks or disputes that may result in reversals
• Incomplete or failed KYC verification
• Seller account suspension or termination
• Legal or regulatory requirements, including court orders, subpoenas, or law enforcement requests
• Negative account balance due to refunds, chargebacks, or fee adjustments

​

8. Reserves and Holdbacks

​

8.1 Reserve Rights

Kelviq reserves the right to require a reserve on the Seller’s account if Kelviq reasonably determines that the Seller’s account presents an elevated financial risk. Risk factors that may trigger a reserve include, but are not limited to:

• High chargeback or dispute rates (typically exceeding 1% of transactions)
• High refund rates (typically exceeding 10% of transactions)
• Sale of products in restricted categories (as defined in the Approved and Prohibited Business Policy)
• Pre-order or delayed delivery products
• Sudden or unexplained spikes in transaction volume
• Negative media coverage or consumer complaints about the Seller’s products

​

8.2 Reserve Amounts and Duration

If a reserve is imposed, Kelviq will notify the Seller in writing of the reserve percentage or fixed amount and the expected duration. Reserves may be implemented as a percentage of each transaction (rolling reserve) or as a fixed amount withheld from the Seller’s balance. Kelviq will review reserves periodically and release them when the risk conditions that triggered the reserve have been resolved.

​

8.3 Post-Termination Reserve

Upon termination of this Agreement, Kelviq may hold a reserve for up to 180 days to cover potential chargebacks, refunds, or other liabilities arising from transactions processed during the term of the Agreement.

​

9. Disputes, Chargebacks, and Refunds

​

9.1 Chargeback and Dispute Handling

As the Merchant of Record, Kelviq manages the chargeback and dispute process with payment networks and issuing banks. When a Chargeback is received:

1. Kelviq will notify the Seller and request relevant information and evidence to respond to the dispute
2. The Seller must provide the requested information within the due date mentioned in the notification
3. Kelviq will submit the dispute response to the payment network on behalf of the Seller
4. If the dispute is resolved in favor of the Buyer, the Chargeback amount (plus any applicable fees) will be deducted from the Seller’s balance or future Payouts

​

9.2 Chargeback Liability

The Seller is financially responsible for all Chargebacks related to their Products. This includes the original transaction amount and a $15 dispute fee per chargeback. Additional fees imposed by payment networks or processors may also apply.

​

9.3 Refund Policy

Kelviq manages refund requests from Buyers. The applicable refund policy is displayed to Buyers at checkout and in the Kelviq customer portal. Refunds may be issued:

• At the Seller’s direction through the Seller Dashboard
• By Kelviq in accordance with the refund policy displayed at checkout
• By Kelviq where required by applicable consumer protection law
• By Kelviq to resolve disputes or prevent chargebacks

Refund amounts are deducted from the Seller’s balance or future Payouts. Payment processing fees may or may not be refunded depending on the payment method and processor terms.

​

9.4 Excessive Refunds

If the Seller’s refund rate exceeds 10% of transactions over any rolling 30-day period, Kelviq may review the Seller’s account and take action including requiring product changes, imposing payout holds, or terminating this Agreement.

​

10. Prohibited Activities

The Seller must not engage in any activity that violates applicable law, payment network rules, or the Kelviq Approved and Prohibited Business Policy (available at docs.kelviq.com and incorporated into this Agreement by reference).

• Sell physical goods, shipping, or logistics services through the Platform
• Sell manual services (coaching, consulting, agency work) where the primary value is manual labor, unless sold as an add-on to a software product
• Operate a marketplace or process payments for unverified third-party sellers through the Platform
• Sell products that are illegal, deceptive, infringing, hateful, or harmful as described in the Approved and Prohibited Business Policy
• Sell regulated financial products, gambling services, adult content, controlled substances, weapons, or pharmaceuticals
• Sell tools designed for spam, hacking, cheating, surveillance, or circumvention of platform rules
• Process transactions that are not genuine sales of Products (including money laundering, structuring, or fraudulent transactions)
• Provide false or misleading information to Kelviq, Buyers, or payment partners
• Attempt to evade Kelviq’s review process, compliance monitoring, or enforcement actions

​

11. Data Processing and Privacy

​

11.1 Buyer Data

In connection with transactions processed through the Platform, Kelviq collects and processes Buyer personal data as described in the Kelviq Buyer Privacy Policy (kelviq.com/buyer-privacy). The Seller acknowledges and agrees that Kelviq controls the collection and processing of Buyer payment data and transaction data as the Merchant of Record. Kelviq may share certain Buyer information with the Seller as needed for product fulfillment and customer support, as described in the Buyer Privacy Policy. The Seller must handle all Buyer data received from Kelviq in compliance with applicable data protection laws.

​

11.2 Seller Data

Kelviq collects and processes Seller personal and business data as described in the Kelviq Privacy Policy (kelviq.com/privacy). Seller data is used for account management, KYC verification, payout processing, compliance, and platform operations.

​

11.3 Stripe Data Processing

The Seller acknowledges that Stripe processes Seller and transaction data as described in Stripe’s Privacy Policy (stripe.com/privacy). By creating a Stripe Connected Account, the Seller consents to Stripe’s data processing practices.

​

12. Intellectual Property

​

12.1 Seller Content

The Seller retains ownership of all intellectual property in the Products and content uploaded to the Platform. The Seller grants Kelviq a limited, non-exclusive, worldwide license to host, display, process, and distribute the Seller’s content solely as necessary to operate the Platform and fulfill transactions.

​

12.2 Kelviq Platform

Kelviq retains all rights in the Platform, including software, design, APIs, documentation, and branding. Nothing in this Agreement grants the Seller any rights in Kelviq’s intellectual property beyond the limited right to use the Platform as described in this Agreement.

​

12.3 Trademarks

Neither party may use the other party’s trademarks, logos, or brand names without prior written consent, except as reasonably necessary to perform under this Agreement (for example, Kelviq may display the Seller’s product name and branding in the checkout experience).

​

13. Representations and Warranties

The Seller represents and warrants that:

• The Seller has the legal authority to enter into this Agreement and perform its obligations
• All information provided to Kelviq during onboarding and thereafter is true, accurate, and complete
• The Seller owns or has valid licenses for all Products sold through the Platform
• The Products do not infringe on any third-party intellectual property rights
• The Seller will comply with all applicable laws, regulations, and payment network rules
• The Seller is not located in, and will not conduct business with individuals or entities in, any country or region subject to U.S. sanctions (as listed in the Approved and Prohibited Business Policy)
• The Seller will not use the Platform for any Prohibited Activity

​

14. Indemnification

​

14.1 Seller Indemnification

The Seller agrees to defend, indemnify, and hold harmless Kelviq, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• The Seller’s Products, including product defects, misrepresentations, or intellectual property infringement
• The Seller’s breach of this Agreement
• The Seller’s violation of applicable law or payment network rules
• Disputes between the Seller and Buyers that are not attributable to Kelviq’s actions as MoR
• The Seller’s handling of Buyer data received from Kelviq

​

14.2 Indemnification Procedure

Kelviq will promptly notify the Seller of any claim subject to indemnification and will provide reasonable cooperation in the defense of the claim. The Seller may not settle any claim without Kelviq’s prior written consent if the settlement would impose obligations on Kelviq or admit liability on Kelviq’s behalf.

​

15. Limitation of Liability

To the fullest extent permitted by law:

• Kelviq is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising from or related to this Agreement or the Seller’s use of the Platform.
• Kelviq’s total aggregate liability for all claims arising from or related to this Agreement is limited to the total amount of Platform Fees paid by the Seller to Kelviq in the 12 months preceding the event giving rise to the claim.

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Kelviq has been advised of the possibility of such damages.

​

16. Term and Termination

​

16.1 Term

This Agreement is effective from the date the Seller completes onboarding and accepts this Agreement, and continues until terminated by either party.

​

16.2 Termination by Seller

The Seller may terminate this Agreement at any time by providing written notice to Kelviq at [email protected]. Termination takes effect upon completion of all pending transactions, resolution of open disputes, and final Payout of any remaining balance (subject to the post-termination reserve described in Section 8.3).

​

16.3 Termination by Kelviq

Kelviq may terminate this Agreement immediately upon written notice if:

• The Seller breaches any material provision of this Agreement
• The Seller engages in Prohibited Activity
• The Seller’s chargeback or refund rates exceed acceptable thresholds
• Kelviq is required to do so by law, regulation, or payment network rules
• The Seller’s Stripe Connected Account is suspended or terminated by Stripe
• Kelviq ceases to offer the Platform services

Kelviq may also terminate this Agreement for convenience with 30 days’ written notice.

​

16.4 Effects of Termination

Upon termination:

• The Seller’s access to the Platform will be disabled
• Kelviq will process final Payouts for completed transactions, subject to any reserve hold described in Section 8.3
• The Seller must cease using Kelviq’s branding, APIs, and checkout
• Sections that by their nature should survive termination will survive, including Sections 9 (Disputes), 11 (Data), 14 (Indemnification), 15 (Limitation of Liability), and 17 (Governing Law)

​

17. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of California, without regard to conflict of laws principles. Any dispute arising from or related to this Agreement must be brought in the state or federal courts located in San Francisco, California, unless applicable law requires a different venue. Before initiating any legal proceeding, the parties agree to attempt to resolve disputes through good faith negotiation for a period of at least 30 days.

​

18. General Provisions

​

18.1 Entire Agreement

This Agreement, together with the Kelviq Approved and Prohibited Business Policy, the Kelviq Privacy Policy, and the Kelviq Buyer Terms, constitutes the entire agreement between the parties regarding the subject matter herein. This Agreement supersedes any prior agreements, understandings, or representations related to the same subject matter.

​

18.2 Amendments

Kelviq may update this Agreement from time to time. Material changes will be communicated to the Seller with at least 30 days’ notice. Continued use of the Platform after the effective date of a change constitutes acceptance of the updated Agreement.

​

18.3 Assignment

The Seller may not assign or transfer this Agreement without Kelviq’s prior written consent. Kelviq may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

​

18.4 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.

​

18.5 Waiver

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or the right to enforce it in the future.

​

18.6 Notices

Notices under this Agreement must be sent to the email addresses on file. Kelviq may also provide notices through the Seller Dashboard. Notices are deemed received when delivered to the email address or dashboard.

​

18.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

​

18.8 Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, government actions, pandemics, internet outages, or payment network disruptions.

​

19. Contact

Questions about this Agreement should be directed to: