1. Introduction and Acceptance

Welcome to Sidemarket ("Sidemarket," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the Sidemarket platform, available at sidemarket.io (the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms. 

By creating an account, browsing listings, submitting a listing, making or accepting an offer, or otherwise using the Platform, you agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Policy and our Cookie Policy. If you do not agree to these Terms, you must not access or use the Platform. 

We reserve the right to update or modify these Terms at any time. When we make material changes, we will notify you by posting the updated Terms on the Platform with a revised "Last Updated" date and, where appropriate, by sending notice to the email address associated with your account. Your continued use of the Platform after any such changes constitutes your acceptance of the revised Terms. If you do not agree with any modification, your sole remedy is to discontinue use of the Platform. 

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Sidemarket LLC. You must be at least eighteen (18) years of age to use the Platform. By using the Platform, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

2. Definition

The following definitions apply throughout these Terms.

"Account" means the user account you create to access and use the Platform.

"Buyer" means a User who submits an offer to purchase a Listing or completes a Transaction as the purchasing party.

"Content" means any text, images, data, listings, messages, reviews, or other materials uploaded, submitted, or transmitted through the Platform.

"Digital Asset" means any website, web application, mobile application, SaaS product, domain name, or other digital property listed for sale on the Platform.

"KYC" (Know Your Customer) means the identity verification process conducted through Stripe Identity, which may include document verification, biometric checks, and other identity confirmation procedures required before certain Platform activities.

"Listing" means a Digital Asset listed for sale on the Platform by a Seller.

"Offer" means a Buyer's proposal to purchase a Listing at a specified price.

"Payment Hold" means the mechanism by which Sidemarket controls the timing of fund disbursement from a Seller's Stripe Connect connected account to the Seller's external bank account, pending completion of the asset transfer and the expiry of the due diligence period (or earlier Buyer confirmation) as described in Section 9.2. When a Buyer submits payment, the Platform Fee is deducted and the remaining Transaction funds are transferred directly to the Seller's Stripe Connect connected account. Sidemarket does not hold Transaction funds in its own account at any stage. During the Payment Hold period, Sidemarket controls only the payout schedule, that is, when the Seller may withdraw funds from their Stripe connected account to their external bank account. All funds are processed and managed exclusively through Stripe's payment infrastructure under Stripe's regulatory oversight as a licensed payment services provider.

"Platform" means the Sidemarket website at sidemarket.io and all related services, tools, and features.

"Platform Fee" means the fee charged by Sidemarket for facilitating a Transaction, currently set at ten percent (10%) of the Transaction value.

"Seller" means a User who creates a Listing or completes a Transaction as the selling party.

"Transaction" means the process of buying and selling a Digital Asset through the Platform, including offer submission, acceptance, payment, asset transfer, and completion.

"User" means any individual or entity that accesses or uses the Platform, whether as a Buyer, Seller, or visitor.

"Verification" means the process of confirming ownership, revenue, or analytics data associated with a Listing through one or more supported verification sources.

3. Platform Role and Marketplace Disclaimer

Sidemarket operates as an online marketplace that connects Buyers and Sellers of Digital Assets. Sidemarket is not a party to any Transaction between Buyers and Sellers. We do not own, operate, manage, or control any Digital Asset listed on the Platform. 

Sidemarket acts as an intermediary and Transaction facilitator. We provide the technology infrastructure, payment facilitation services (through Stripe Connect), communication tools, verification systems, and dispute resolution services to facilitate Transactions. Sidemarket is not a payment services provider and does not itself process, hold, or transfer Transaction funds; all payment services are performed by Stripe as set forth in Section 9.1. 

While Sidemarket is not a party to the underlying sale of any Digital Asset, Sidemarket exercises authority over Transaction processes on the Platform, including payment holds, dispute determinations, and fund disbursements, as set forth in these Terms. We do not guarantee, endorse, or assume responsibility for any Listing, Digital Asset, User, or Transaction outcome. 

You acknowledge and agree that Sidemarket does not guarantee the accuracy, completeness, or reliability of any Listing information, including revenue data, traffic statistics, or other metrics, even where such data has been verified through our Verification System. Sidemarket does not guarantee that any Transaction will be completed successfully or that any Digital Asset will perform as described. Sidemarket is not responsible for the quality, safety, legality, or any other aspect of any Digital Asset listed on the Platform. Sidemarket does not provide legal, financial, tax, or investment advice, and you should consult with qualified professionals before entering into any Transaction. Any dispute between a Buyer and a Seller is primarily between those parties; however, as a condition of using the Platform, you agree that Sidemarket has the authority to review disputes, make binding determinations regarding Transaction funds, and enforce the dispute resolution procedures set forth in Section 9.4.

4. Account Registration, Verification, and Security

4.1 Account Creation

To use certain features of the Platform, you must create an Account. Account registration is currently facilitated through Google OAuth authentication and may include additional authentication methods as introduced by Sidemarket from time to time. By creating an Account, you agree to provide accurate, current, and complete information and to update such information as necessary to maintain its accuracy.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree not to share your Account credentials with any third party, to notify Sidemarket immediately at support@sidemarket.io if you become aware of any unauthorized access to or use of your Account, and not to create multiple Accounts for the purpose of circumventing Platform rules, manipulating Transactions, or evading enforcement actions. Sidemarket is not liable for any loss or damage arising from your failure to maintain the security of your Account.

4.3 Identity Verification (KYC)

Certain Platform activities, including but not limited to listing a Digital Asset for sale and completing a Transaction, may require identity verification through Stripe Identity (KYC) and SMS-based phone verification. Sidemarket uses Stripe Identity to conduct KYC verification, which may require you to submit a government-issued photo identification document, a selfie or biometric data for document-to-person matching, and additional personal information as required by applicable law or Stripe's verification requirements. You agree to complete any required verification steps promptly and to provide truthful and accurate information during the verification process. Failure to complete required verification may result in restricted access to Platform features or suspension of your Account. 

Verification data collected through Stripe Identity and phone verification is processed in accordance with our Privacy Policy and the privacy policies of our third-party verification providers. You acknowledge that Sidemarket may share your verification data with Stripe and other third-party service providers as necessary to complete the verification process and to comply with applicable legal and regulatory requirements. Completion of KYC or phone verification does not constitute an endorsement or guarantee by Sidemarket of any User's identity, trustworthiness, or creditworthiness. Verification is a risk-reduction measure and does not eliminate all risks associated with Transactions on the Platform.

4.4 Account Termination

Sidemarket reserves the right to suspend, restrict, or terminate your Account at any time, with or without cause and with or without notice, including but not limited to cases where we reasonably believe that you have violated these Terms. You may also delete your Account at any time by following the instructions on the Platform, subject to the completion of any pending Transactions. 

If your Account is suspended or terminated while you have an active Transaction with funds held in Payment Hold, Sidemarket will process such funds in accordance with Section 9 of these Terms. Suspension or termination of your Account does not relieve you of any outstanding obligations, including completion of active Transactions or payment of any fees owed.

5. Listings and Seller Obligations

5.1 Creating a Listing

Sellers may create Listings for Digital Assets on the Platform. Listings must include accurate information about the Digital Asset, including its description, asking price, financial data, and any other information required by the Platform. Sellers may connect third-party verification sources to support their Listing claims.

5.2 Seller Representations and Warranties

By creating a Listing, you represent and warrant that you are the lawful owner of the Digital Asset or have full authority to sell it, that all information provided in the Listing is accurate, complete, and not misleading, that the Digital Asset does not infringe upon the intellectual property rights, proprietary rights, or any other rights of any third party, that the Digital Asset does not contain any malicious code, malware, backdoors, or undisclosed vulnerabilities, that the Digital Asset complies with all applicable laws, regulations, and third-party platform terms of service (including but not limited to Apple App Store and Google Play Store policies), that you have disclosed all material facts that a reasonable Buyer would consider relevant to the purchase decision, including any known liabilities, pending legal matters, or operational issues, and that revenue and financial data provided are accurate and not artificially inflated or manipulated.

5.3 Non-Exclusive Listings

Unless otherwise agreed in writing, Listings on Sidemarket are non-exclusive. Sellers may list the same Digital Asset on other platforms or pursue private sales prior to accepting an Offer on the Platform.

However, once a Seller accepts an Offer and the Listing is locked in accordance with Section 7.2, the Seller must not sell, transfer, encumber, or otherwise dispose of the Digital Asset to any other party until the Transaction is completed, cancelled, or otherwise resolved. This obligation applies regardless of whether the competing transaction was initiated before or after the Offer was accepted on the Platform.

If Sidemarket determines, in its sole discretion, that a Seller has violated this clause by selling or transferring the Digital Asset to a third party while a Transaction is active on the Platform, Sidemarket may take any or all of the following actions:

(a) immediately suspend or permanently terminate the Seller's Account without prior notice and without recourse;

(b) initiate a full refund of held Transaction funds to the Buyer;

(c) charge the Seller the full Platform Fee that would have been owed on the Transaction as liquidated damages (this amount constitutes an immediately due and payable debt, which Sidemarket may collect by offsetting against any funds in the Seller's Stripe Connect account, initiating a Stripe recovery, or pursuing collection through any available means including arbitration under Section 21); and

(d) pursue any additional legal remedies available under applicable law, including claims for damages and recovery of collection costs.

Sidemarket's determination under this clause is final for the purposes of Account enforcement, without prejudice to either party's right to pursue arbitration under Section 21.

5.4 Listing Removal

Sidemarket reserves the right to remove, modify, or restrict any Listing at any time if we believe it violates these Terms, is fraudulent or misleading, or is otherwise harmful to the Platform or its Users.

6. Verification System

Sidemarket provides a Verification System that allows Sellers to verify certain aspects of their Digital Assets, including ownership, revenue, and analytics data, through integrations with third-party data providers. Verification is intended to increase transparency and trust but does not constitute a guarantee or endorsement by Sidemarket. You acknowledge that verification data reflects information available at the time of verification and may not reflect current or future performance, that Sidemarket does not independently audit or guarantee the accuracy of data provided by third-party verification sources, and that Sellers are responsible for granting the necessary permissions and ensuring the accuracy of accessible data. The list of supported verification sources is available on the Platform and may be updated as integrations are added or removed.

7. Buyer Obligations and Due Diligence

7.1 Buyer Responsibilities

Buyers are responsible for conducting their own due diligence before submitting an Offer or completing a Transaction. This includes reviewing all Listing information, verification data, and available documentation, independently verifying revenue, traffic, and other material claims to the extent possible, assessing the technical condition, legal status, and market viability of the Digital Asset, consulting with legal, financial, and technical advisors as appropriate, and understanding the risks inherent in purchasing Digital Assets. Sidemarket is not responsible for any loss or damage resulting from a Buyer's failure to conduct adequate due diligence.

7.2 Offers

Buyers may submit Offers on active Listings. By submitting an Offer, the Buyer commits to purchasing the Digital Asset at the offered price if the Seller accepts. A Buyer may withdraw an Offer at any time before the Seller accepts it. Once an Offer is accepted by the Seller, it may not be unilaterally withdrawn by either party, except as provided in these Terms or as required by applicable law. 

Upon a Seller accepting an Offer, the Listing is immediately locked and removed from public browse on the Platform. While a Listing is locked, the Seller may not edit, modify, delete, or otherwise alter the Listing or the associated Digital Asset in any way. The Transaction then proceeds to the Deal Room, and the Buyer is notified that payment is required. The Buyer must transfer the full Transaction amount within three (3) calendar days of Offer acceptance. If full payment is not received within this period, the Transaction will be automatically cancelled, the Listing will be unlocked and reinstated on the Platform, the Buyer's Account will receive a non-payment strike, and the Buyer will be restricted from submitting new Offers for a period of seven (7) calendar days following the failed Transaction. Two or more non-payment strikes within any twelve (12) month period will result in Account suspension. Sidemarket further reserves the right to permanently terminate the Account of any Buyer who demonstrates a pattern of non-payment. Users subject to suspension under this provision may request a review by contacting support@sidemarket.io within fourteen (14) calendar days of notification. 

Buyers may use the "Buy Now" option, where available, to accept the Seller's asking price directly without negotiation.

7.3 Buyer Representations

By submitting an Offer, you represent and warrant that you have the financial capacity to complete the Transaction at the Offered price, that you intend to complete the Transaction in good faith, and that you will comply with all applicable laws and regulations in connection with the Transaction and your subsequent ownership of the Digital Asset.

8. Circumvention Policy

8.1 Prohibition on Circumvention

You agree not to circumvent, avoid, or attempt to circumvent or avoid the Platform Fee or any other fees owed to Sidemarket in connection with Transactions facilitated through the Platform. Circumvention includes, but is not limited to, completing or agreeing to complete a Transaction outside the Platform after being introduced to the other party through the Platform, using the Platform's messaging or communication features to exchange contact information for the purpose of conducting Transactions outside the Platform, structuring a Transaction to reduce or eliminate the Platform Fee, creating sham listings, dummy accounts, or other deceptive mechanisms to avoid fees, and misrepresenting the Transaction value to reduce the Platform Fee.

8.2 Enforcement 

If Sidemarket determines, in its sole discretion, that a User has engaged in circumvention or attempted circumvention, Sidemarket may charge the full Platform Fee that would have been owed on the circumvented Transaction, suspend or terminate the User's Account, pursue any available legal remedies including claims for damages and injunctive relief, and report the conduct to relevant authorities if applicable. 

8.3 Survival 

The obligations set forth in this Section 8 survive the termination or deletion of your Account and these Terms indefinitely, in accordance with Section 24.1. 

9. Transactions, Payment Hold, and Fees

9.1 Payment Infrastructure

All Transaction payments on the Platform are processed and managed exclusively through Stripe Connect, Stripe's marketplace payment infrastructure. Stripe is a licensed payment services provider and registered Money Services Business with the U.S. Financial Crimes Enforcement Network (FinCEN). Sidemarket is not a payment services provider. Sidemarket partners with Stripe for the purpose of collecting payments from Buyers, transferring such payments to Sellers, and managing fund disbursements in connection with Transactions. All payment processing, fund transfers, and payout services on the Platform are performed exclusively by Stripe and not by Sidemarket itself. Users agree to be bound by Stripe's applicable terms and conditions, as such terms may be modified by Stripe from time to time. 

Appointment as Limited Payment Collection Agent. By listing a Digital Asset on the Platform and accepting an Offer, the Seller appoints Sidemarket as Seller's limited authorized payment collection agent solely for the purpose of accepting payments (via Stripe Connect) from the Buyer and facilitating the transfer of those payments to the Seller's Stripe Connect connected account. The Seller agrees that payment from the Buyer processed through Stripe on behalf of Sidemarket shall be considered the same as a payment made directly to the Seller. The Buyer's payment obligation to the Seller is satisfied upon receipt of payment by Stripe. Sidemarket, through Stripe, is responsible for remitting the funds to the Seller in the manner described in these Terms. In the event that Sidemarket or Stripe does not remit any such amounts to the Seller, the Seller will have recourse only against Sidemarket and not the Buyer directly. 

When a Buyer submits payment for a Transaction, the Platform Fee is deducted by Stripe and the remaining funds are transferred directly to the Seller's Stripe Connect connected account. Transaction funds are not held in Sidemarket's own account at any stage of the Transaction. During the asset transfer period and the subsequent due diligence period, Sidemarket controls only the payout schedule, that is, the timing at which the Seller may withdraw funds from their Stripe connected account to their external bank account. Once the Transaction is completed (either by Buyer confirmation or expiry of the due diligence period without dispute), Sidemarket enables the Seller's payout, allowing the Seller to withdraw funds to their linked bank account. 

Stripe performs identity verification, sanctions screening, and regulatory compliance functions in connection with payment processing on the Platform. Sidemarket relies on Stripe's compliance infrastructure for payment-related regulatory obligations, including but not limited to anti-money laundering (AML) screening and Office of Foreign Assets Control (OFAC) sanctions checks.

9.2 Transaction Process

Transactions on the Platform follow these stages. Upon a Seller accepting a Buyer's Offer, the Listing is locked and the Transaction enters the Deal Room. The Buyer must submit full payment within three (3) calendar days. If payment is not received within this period, the Transaction is automatically cancelled and the Listing is reinstated in accordance with Section 7.2. Once payment is received, the Platform Fee is deducted by Stripe and the remaining funds are transferred directly to the Seller's Stripe Connect connected account with the payout held. The Seller is notified that payment has been secured and the asset transfer period begins. 

The Seller must complete the transfer of the Digital Asset to the Buyer within seven (7) calendar days of payment confirmation. If the Seller fails to initiate or complete the transfer within this period, the Transaction is automatically cancelled and a full refund is issued to the Buyer. The Platform Fee will not be charged in the event of a cancellation due to Seller non-performance. Repeated Seller non-performance may result in Account suspension or termination at Sidemarket's sole discretion. 

Once the Buyer confirms receipt of the Digital Asset, the fourteen (14) calendar day due diligence period begins. During this period, the Buyer may review and evaluate the Digital Asset and, if applicable, raise a dispute in accordance with Section 9.4. If the due diligence period expires without a dispute being raised, the Transaction is deemed successfully completed and Sidemarket automatically enables the Seller's payout, allowing the funds to be withdrawn to the Seller's linked bank account. No further action is required from either party and no dispute may be raised after the due diligence period has expired, except where fraud or material misrepresentation is established through binding arbitration under Section 21. 

9.3 Platform Fee

Sidemarket charges a Platform Fee of ten percent (10%) of the total Transaction value. The Platform Fee is deducted by Stripe at the time of payment, before the remaining funds are transferred to the Seller's Stripe Connect connected account. There are no listing fees on the Platform. 

The Platform Fee is non-refundable once a Transaction is marked as completed, except (a) as required by applicable law, (b) where the Transaction was fraudulently marked as completed, (c) where Sidemarket determines, in its sole discretion, that misrepresentation or exceptional circumstances warrant a refund, or (d) as otherwise determined by Sidemarket. 

Optional Paid Features. In addition to the Platform Fee, Sidemarket may offer optional paid features and services on the Platform, such as promoted Listings, enhanced visibility, and other tools designed to support Sellers and Buyers (collectively, "Paid Features"). The availability, scope, pricing, and terms of Paid Features are determined by Sidemarket and displayed on the Platform at the time of purchase. By purchasing a Paid Feature, you agree to pay the applicable fee as displayed. All Paid Feature fees are processed through Stripe and are non-refundable once the feature has been activated, except as required by applicable law or as otherwise determined by Sidemarket in its sole discretion. Sidemarket reserves the right to introduce, modify, discontinue, or change the pricing of any Paid Feature at any time. Changes to Paid Feature pricing will not affect features already purchased at the prior price. 

9.4 Disputes

During the fourteen (14) calendar day due diligence period described in Section 9.2, the Buyer may raise a dispute if the Digital Asset does not match the Listing description, contains undisclosed defects, or otherwise fails to meet the representations made by the Seller.

If a dispute is raised, the Seller's payout will be immediately suspended pending resolution. Both parties must submit all relevant documentation and evidence through the Platform within the remaining time in the due diligence period, or within fourteen (14) calendar days of the dispute being initiated if raised near the end of the window, whichever is later. Failure by either party to submit evidence within this period constitutes a waiver of that party's right to present evidence, and Sidemarket will make its determination based on the evidence available.

Sidemarket will review the submitted evidence and, in its sole discretion, issue a determination. The possible outcomes include:

(a) Cure and Proceed: Where the issue is a misunderstanding or involves deficiencies that can be remedied, Sidemarket may direct the Seller to cure the deficiency and allow the Transaction to proceed.

(b) Full or Partial Refund: Where the issue is substantive and cannot be reasonably remedied, or where misrepresentation or breach is established, Sidemarket will issue a full or partial refund to the Buyer.

(c) Other Resolution: The determination may include any other resolution Sidemarket deems appropriate based on the evidence, including but not limited to a partial refund or other equitable outcome.

Sidemarket's determination is final and binding for all Platform purposes, including the release, hold, or refund of Transaction funds. Either party may pursue binding arbitration pursuant to Section 21 if they disagree with Sidemarket's determination; however, Sidemarket's determination shall remain in effect and funds shall be disbursed accordingly unless and until an arbitrator issues a contrary award.

Buyer Asset-Return Obligation. If a dispute results in a full or partial refund to the Buyer, the Buyer must promptly reverse or return the Digital Asset transfer to the Seller, including restoring all access credentials, accounts, and associated assets to their pre-Transaction state. The Buyer acknowledges that any Confidential Information, source code, credentials, or proprietary knowledge obtained during the Transaction remains subject to Section 17 and must not be used, retained, or disclosed following a refund.

Failure to return the Digital Asset or comply with this obligation will result in:

(a) immediate and permanent Account termination;

(b) the refunded amount becoming an immediately due and payable debt owed by the Buyer to Sidemarket, which Sidemarket may collect by charging the Buyer's payment method on file, initiating a Stripe recovery, or pursuing collection through any available means; and

(c) pursuit of any available legal remedies by Sidemarket or the Seller, including claims for damages and recovery of collection costs.

By submitting payment on the Platform, the Buyer authorizes Sidemarket to charge the Buyer's payment method for any amounts owed under this Section.

Sidemarket's review and determination of disputes is provided as a facilitation service. Sidemarket's determinations do not constitute legal rulings, and Sidemarket shall not be liable for the outcome of any dispute between Buyers and Sellers. Sidemarket's determination is final and binding for Platform purposes (including fund disbursement), subject only to a contrary arbitration award under Section 21.

9.5 Refunds

Refunds of Transaction funds are processed in the following circumstances: the Transaction is cancelled before the Seller has begun transferring the Digital Asset and cancellation is permitted under the applicable terms, a dispute is resolved in favor of the Buyer following Sidemarket's evidence-based review under Section 9.4 or an arbitration award under Section 21, Seller non-performance as described in Section 9.2, or Sidemarket determines in its sole discretion that a refund is warranted due to fraud, misrepresentation, or other exceptional circumstances. 

Where a refund is issued, the Buyer must comply with the asset-return obligations set forth in Section 9.4. Refunds are processed through the original payment method when possible. Processing times for refunds depend on the payment method and the policies of the relevant financial institutions. 

Buyers must use the Platform's dispute resolution process set forth in Section 9.4 as the sole and exclusive means of seeking a refund or resolving any Transaction-related complaint. Filing a payment dispute, reversal request, or chargeback claim directly with your bank or payment provider after a Transaction has been initiated on the Platform is a violation of these Terms. Doing so may result in immediate suspension or permanent termination of the Buyer's Account and forfeiture of any right to a refund through the Platform's dispute resolution process for the Transaction in question. Sidemarket reserves the right to contest any such bank-initiated dispute on behalf of the Seller and to recover any costs, fees, or losses arising from the Buyer's bank-initiated dispute from the Buyer, including by charging the Buyer's payment method on file or pursuing collection through any available means. 

9.6 Payment Methods

The Platform supports the payment methods made available through Stripe's payment infrastructure. The specific payment methods available for any given Transaction may vary based on the Buyer's location, the Transaction currency, the Transaction value, and Platform configuration. Sidemarket may enable, disable, or modify available payment methods at any time, at its sole discretion, without prior notice. 

The currently available payment method categories include, but are not limited to: bank transfers, and cryptocurrency payments (subject to the terms and conditions set forth in Section 10). The specific payment methods within each category are determined by Stripe's supported payment methods for the applicable jurisdiction and may change as Stripe updates its offerings. 

By initiating a Transaction, the Buyer agrees to use one of the payment methods available at the time of payment and to comply with any terms, conditions, or requirements imposed by the applicable payment method provider. Sidemarket is not responsible for the availability, processing times, fees, or limitations of any specific payment method, all of which are determined by Stripe and the applicable payment infrastructure providers. 

9.7 Taxes

Each User is solely responsible for determining and fulfilling their own tax obligations arising from Transactions on the Platform, including but not limited to income tax, sales tax, value-added tax (VAT), goods and services tax (GST), and any other applicable taxes. Sidemarket does not provide tax advice and is not responsible for withholding, collecting, or remitting taxes on behalf of Users, except where required by applicable law. 

10. Cryptocurrency Payments

The Platform accepts cryptocurrency as a payment method for Transactions with a total value not exceeding ten thousand United States dollars (USD $10,000). This limit is imposed by Stripe and is subject to change at Stripe's discretion. Transactions exceeding this threshold must be completed using an alternative supported payment method. 

Cryptocurrency payments are processed exclusively through Stripe's payment infrastructure. When a Buyer submits a cryptocurrency payment, Stripe automatically converts the cryptocurrency to Sidemarket's settlement currency at the exchange rate determined by Stripe at the time of conversion. Sidemarket has no control over, and bears no responsibility for, the exchange rate applied by Stripe. The converted fiat amount received by Sidemarket is the amount used for all Transaction purposes, including Platform Fee calculation, payment hold, and Seller disbursement. 

By choosing to pay with cryptocurrency, the Buyer acknowledges and agrees that the exchange rate is set solely by Stripe and may differ from rates available on third-party exchanges at the time of payment, that once a cryptocurrency payment is submitted and converted by Stripe it is final and irreversible (Sidemarket cannot reverse, recall, or refund a cryptocurrency payment except in circumstances where a fiat refund is issued in accordance with Section 9.5 of these Terms), that Sidemarket does not receive, hold, or custody cryptocurrency at any point and all amounts are held and disbursed in fiat currency only, that cryptocurrency payment availability may vary by jurisdiction and is subject to Stripe's supported currencies and applicable law (Sidemarket reserves the right to enable or disable cryptocurrency payments at any time without notice), and that all cryptocurrency transactions are subject to the same identity verification, sanctions screening, and regulatory compliance requirements as fiat currency transactions on the Platform. 

11. Messaging Conduct

11.1 Messaging Service

The Platform provides real-time messaging functionality powered by Stream.io ("Messaging Service") to facilitate communication between Buyers and Sellers in connection with Listings and Transactions. 

11.2 Acceptable Use

When using the Messaging Service, you agree to communicate respectfully and professionally with other Users and to use the Messaging Service only for purposes related to Platform Listings and Transactions. You agree not to use the Messaging Service to send spam, unsolicited commercial messages, or bulk communications, to harass, threaten, intimidate, or abuse other Users, to distribute malware, phishing links, or other harmful content, to share illegal content including but not limited to child sexual abuse material, content that promotes terrorism, or content that incites violence, or to solicit or exchange information for the purpose of circumventing the Platform (see Section 8). 

11.3 Monitoring and Retention

Sidemarket may monitor, review, and retain messages sent through the Messaging Service for purposes including but not limited to enforcing these Terms, resolving disputes, and complying with legal obligations. By using the Messaging Service, you acknowledge and agree that such monitoring, review, and retention is necessary for the operation of the Platform and the enforcement of these Terms. 

12. Media Uploads and User Content

12.1 File Requirements

Users may upload images and media files to the Platform in connection with Listings and other permitted uses. Uploaded files must comply with the supported formats and size limits specified on the Platform, which may be updated from time to time. Files must not contain malicious code, embedded executables, or other harmful content. 

12.2 Content Standards

All Content uploaded to the Platform must comply with these Terms, applicable laws, and the following standards: Content must not infringe upon the intellectual property rights or other rights of any third party, must not be obscene, defamatory, libelous, threatening, harassing, or otherwise objectionable, must not contain personally identifiable information of third parties without their consent, and must be relevant to the associated Listing or Platform feature. 

12.3 License Grant

By uploading Content to the Platform, you grant Sidemarket a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, distribute, display, and create derivative works of such Content for the purposes of operating and improving the Platform. This license continues for as long as the Content remains on the Platform and for a reasonable period thereafter to allow for the removal of cached or archived copies. 

You represent and warrant that you own or have the necessary rights, licenses, and permissions to grant the foregoing license for all Content you upload to the Platform.

12.4 Content Removal

Sidemarket reserves the right to remove any Content that violates these Terms or that we deem, in our sole discretion, to be inappropriate, harmful, or otherwise objectionable. We are not obligated to review all Content uploaded to the Platform, and we do not assume liability for any Content uploaded by Users. 

13. Copyright, Intellectual Property, and DMCA

13.1 Sidemarket Intellectual Property

The Platform, including its design, features, functionality, software, text, graphics, logos, and trademarks, is the property of Sidemarket LLC or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform without Sidemarket's prior written consent. 

13.2 User Intellectual Property

Users retain ownership of their Content, subject to the license granted in Section 12.3. Nothing in these Terms transfers ownership of a User's intellectual property to Sidemarket, except as expressly stated herein. 

13.3 DMCA Notice of Claimed Infringement

If you believe that Content on the Platform infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") to our designated agent. Your notification must include: (1) a physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner, (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works, (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Sidemarket to locate the material, (4) information reasonably sufficient to permit Sidemarket to contact you, such as an address, telephone number, and email address, (5)  a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright that is allegedly infringed. 

13.4 DMCA Counter-Notification

If you believe that Content you uploaded was removed or access to it was disabled by mistake or misidentification, you may submit a counter-notification to our designated agent. Your counter-notification must include: (1) your physical or electronic signature, (2) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled, (3) a statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification of the material, and (4) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if your address is outside the United States, the District of Delaware), and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person. 

Upon receipt of a valid counter-notification, Sidemarket will forward it to the original complainant and will restore the removed Content within ten (10) to fourteen (14) business days, unless the original complainant notifies us that they have filed a court action seeking to restrain the allegedly infringing activity. 

13.5 Designated Agent

DMCA notifications and counter-notifications should be sent to: Sidemarket LLC, DMCA Designated Agent, at privacy@sidemarket.io. 

13.6 Repeat Infringers

Sidemarket will terminate the Accounts of Users who are determined to be repeat infringers of third-party copyrights, in accordance with the DMCA and other applicable laws. 

14. Regulatory Compliance and Sanctions

14.1 Compliance Infrastructure

Sidemarket and its payment service providers comply with applicable anti-money laundering (AML) laws, economic sanctions regulations, and other financial crime prevention requirements, including those administered by the U.S. Department of the Treasury's Office

of Foreign Assets Control (OFAC). Identity verification through Stripe Identity (Section 4.3) and payment processing through Stripe Connect (Section 9.1) incorporate AML and sanctions screening measures. 

14.2 User Representations

You represent and warrant that you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions as maintained by OFAC (the current list is available at ofac.treasury.gov), that you are not identified on any applicable government sanctions list including the OFAC Specially Designated Nationals and Blocked Persons List (SDN List), and that you will not use the Platform to conduct Transactions with, or for the benefit of, any person or entity subject to applicable sanctions. 

14.3 Suspicious Activity

Sidemarket reserves the right to suspend, freeze, or terminate any Transaction or Account if Sidemarket or its payment service providers detect activity that may be indicative of money laundering, terrorist financing, sanctions evasion, fraud, or other financial crimes. Sidemarket may report such activity to relevant authorities as required or permitted by applicable law, without notice to the affected User. 

15. Site Rules and Prohibited Conduct

You agree not to engage in any of the following prohibited conduct while using the Platform: 

Fraud and Misrepresentation.You must not create fraudulent Listings, provide false information, or otherwise deceive other Users or Sidemarket. 

Circumvention.You must not attempt to circumvent the Platform Fee or other fees owed to Sidemarket (see Section 8). 

Unauthorized Access.You must not attempt to access, tamper with, or use non-public areas of the Platform, Sidemarket's systems, or the systems of our service providers. Interference.You must not interfere with or disrupt the Platform, servers, or networks connected to the Platform, including through the use of bots, scrapers, crawlers, or other automated means not expressly authorized by Sidemarket. 

Reverse Engineering.You must not decompile, reverse engineer, or disassemble any aspect of the Platform.

Impersonation.You must not impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity. 

Harassment.You must not harass, threaten, intimidate, or bully other Users. 

Illegal Activity.You must not use the Platform for any purpose that is illegal or prohibited by these Terms, including but not limited to money laundering, terrorist financing, sanctions evasion, or the sale of illegal goods or services. 

Spam.You must not send unsolicited commercial messages, advertisements, or promotional materials to other Users. 

Manipulation and Transaction Fraud.You must not manipulate the Platform's search results, ratings, reviews, or other features through artificial or deceptive means, artificially inflate or deflate offer prices, or engage in any form of transaction manipulation including submitting or soliciting offers with no genuine intention to complete the Transaction. 

Data Harvesting.You must not collect or harvest personal data of other Users without their consent. 

Malicious Software.You must not upload or transmit viruses, malware, or other malicious code. 

Abuse of Reporting System.You must not file false, frivolous, or vexatious reports against other Users or Listings (see Section 16). 

Multiple Accounts. You must not create or maintain multiple Accounts for the purpose of evading enforcement actions, manipulating Transactions, or violating these Terms. 

Violation of Third-Party Rights.You must not infringe upon the intellectual property rights, privacy rights, or other rights of any third party. 

Bot Protection Evasion.You must not attempt to circumvent or interfere with the Platform's bot protection measures, including Cloudflare bot management. 

Child Exploitation Material.You must not upload, transmit, or facilitate the distribution of child sexual abuse material (CSAM) or any content that exploits or endangers minors. Any such content will be immediately removed and reported to the National Center for Missing and Exploited Children (NCMEC) and relevant law enforcement. 

Terrorist Content and Violent Extremism.You must not upload or distribute content that promotes, supports, or incites terrorism, violent extremism, or mass violence. 

Discrimination.You must not refuse to transact with, or target Users based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other protected characteristic under applicable law. 

Harmful or Prohibited Digital Assets.You must not list Digital Assets that are inherently designed to defraud, deceive, or harm end users, including but not limited to phishing sites, scam applications, unlicensed gambling platforms, or unlicensed financial products.

Export Control Violations.You must not list or transfer Digital Assets that contain export-controlled technology, encryption, or defense-related intellectual property in violation of applicable export control laws and regulations. 

Coordinated Manipulation.You must not coordinate with other Users or third parties to manipulate the Platform, including shill bidding, fake review networks, coordinated price manipulation, or any other form of collusive behavior designed to deceive other Users or Sidemarket. 

Violation of these rules may result in warnings, Account suspension, Account termination, forfeiture of held Transaction funds, and/or legal action. In cases of suspected fraud, deliberate misrepresentation of a Listing or Transaction, or transaction manipulation, Sidemarket reserves the right to impose an immediate and permanent Account ban without prior notice and without recourse. 

For a detailed and accessible summary of these rules, including examples and additional guidance on account obligations, listing obligations, buyer obligations, transaction rules, and messaging conduct, please refer to our Site Rules.

16. Reporting System

16.1 Filing Reports

The Platform provides a reporting system that allows Users to report concerns about other Users or Listings. Reports may be filed as User Reports (concerning the conduct or identity of another User) or Listing Reports (concerning the accuracy, legality, or appropriateness of a Listing). 

16.2 Report Reasons

Reports must include a reason and sufficient detail to allow Sidemarket to assess the concern. Reports submitted without adequate information may not be actionable. 

16.3 Report Review

Sidemarket will review reports in a timely manner and may take action as deemed appropriate, including but not limited to removing Content, suspending Accounts, or escalating matters to law enforcement. Sidemarket is not obligated to disclose the outcome of a report review to the reporting party. 

16.4 Good-Faith Reporting

Reports must be made in good faith and based on a reasonable belief that a violation of these Terms has occurred. Filing false, frivolous, or malicious reports is a violation of these Terms and may result in action against the reporting User's Account. 

17. Confidential Information

17.1 Definition

"Confidential Information" means any non-public information disclosed by one User to another in connection with a Transaction, including but not limited to financial data, customer lists, technical specifications, source code, business strategies, and operational details of a Digital Asset. 

17.2 Obligations

If you receive Confidential Information from another User in connection with a Transaction, you agree to use such Confidential Information solely for the purpose of evaluating or completing the Transaction, not to disclose Confidential Information to any third party without the prior written consent of the disclosing party, to take reasonable measures to protect the confidentiality of such information using at least the same degree of care you use to protect your own confidential information, and to promptly return or destroy all Confidential Information if the Transaction does not proceed to completion, upon request by the disclosing party. 

17.3 Exceptions

Confidentiality obligations do not apply to information that (a) is or becomes publicly available through no fault of the receiving party, (b) was demonstrably known to the receiving party prior to disclosure as evidenced by written records predating the Transaction, (c) is independently developed by the receiving party without use of the Confidential Information, or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice to the extent permitted by law. 

Notwithstanding the foregoing exceptions, where a Transaction results in a refund under Section 9.4 or Section 9.5, the Buyer's obligations under Section 9.4 (Buyer asset-return obligation) apply in full regardless of whether any exceptions in this Section 17.3 would otherwise apply. For a period of two (2) years following the refund, the Buyer must not use Confidential Information obtained during the Transaction, including information that may fall within the exceptions above, to replicate, reverse-engineer, or derive commercial benefit from the specific Digital Asset that was the subject of the refunded Transaction. This restriction applies solely to the misuse of Confidential Information and does not restrict the

Buyer from independently developing or acquiring competing digital assets without use of such information. 

18. Third-Party Services

The Platform integrates with third-party service providers to deliver its functionality, including authentication, payment processing, identity verification, messaging, hosting, security, analytics, and listing verification services. A current list of key third-party service providers is available in our Privacy Policy. Your use of the Platform may be subject to additional terms and conditions imposed by these third-party service providers. You are responsible for reviewing and complying with all applicable third-party terms. Sidemarket is not responsible for the acts or omissions of any third-party service provider, and does not guarantee the uninterrupted availability of any third-party service. 

19. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SIDEMARKET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

WITHOUT LIMITING THE FOREGOING, SIDEMARKET DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE, THAT ANY DEFECTS OR ERRORS IN THE PLATFORM WILL BE CORRECTED, THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ANY LISTING, DIGITAL ASSET, USER, OR TRANSACTION ON THE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, OR THAT VERIFICATION DATA ACCURATELY REFLECTS THE CURRENT OR FUTURE PERFORMANCE OF A DIGITAL ASSET. 

YOUR USE OF THE PLATFORM AND ANY TRANSACTIONS CONDUCTED THROUGH THE PLATFORM ARE AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE PLATFORM. 

20. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIDEMARKET LLC, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SIDEMARKET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

SIDEMARKET SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM, ANY TRANSACTION CONDUCTED THROUGH THE PLATFORM, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR DATA, ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM, ANY CONTENT OBTAINED FROM THE PLATFORM, OR ANY FAILURE, DELAY, OR INTERRUPTION OF THIRD-PARTY SERVICES INTEGRATED WITH THE PLATFORM. 

IN NO EVENT SHALL SIDEMARKET'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES PAID BY YOU TO SIDEMARKET IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00). 

THE LIMITATIONS SET FORTH IN THIS SECTION 20 SHALL NOT APPLY TO (A) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, OR (B) YOUR OBLIGATIONS UNDER SECTION 5.3 (LIQUIDATED DAMAGES FOR DUAL-SALE BREACH), SECTION 8 (CIRCUMVENTION POLICY), SECTION 9.4 (BUYER ASSET-RETURN OBLIGATION), OR SECTION 22 (INDEMNIFICATION), WHICH ARE INDEPENDENT OBLIGATIONS NOT SUBJECT TO THE LIABILITY CAP. 

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SIDEMARKET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, SIDEMARKET'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

21. Governing Law and Dispute Resolution

21.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. 

21.2 Informal Dispute Resolution

Before initiating arbitration, the disputing party must first send a written notice of the Dispute ("Dispute Notice") to the other party. The Dispute Notice must describe the nature and basis of the Dispute and set forth the specific relief sought. Upon receipt of a Dispute Notice, both parties agree to attempt to resolve the Dispute through good-faith negotiation for a period of thirty (30) calendar days. If the Dispute is not resolved within this 30-day period, either party may initiate arbitration as set forth below. 

21.3 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. 

You and Sidemarket agree that any Dispute that is not resolved through informal dispute resolution pursuant to Section 21.2 shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The seat of arbitration shall be Wilmington, Delaware, unless the parties mutually agree to a different location or to virtual proceedings. 

The arbitrator shall have the authority to grant any remedy that would be available in a court of competent jurisdiction, including injunctive relief and specific performance, but only to the extent necessary to resolve the individual dispute. 

The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 

The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including arbitration filing fees and arbitrator compensation) from the non-prevailing party, as determined by the arbitrator. If the arbitrator determines that a claim or defense was frivolous, brought in bad faith, or asserted for an improper purpose, the arbitrator shall award the full costs of the arbitration, including reasonable attorneys' fees, to the opposing party. 

21.4 Class Action Waiver

YOU AND SIDEMARKET AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both you and Sidemarket agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. 

21.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek emergency injunctive relief in any court of competent jurisdiction to prevent imminent and irreparable harm pending arbitration. Either party may bring an individual action in small claims court for claims within such court's jurisdictional limits. Additionally, Sidemarket may bring an individual action in any court of competent jurisdiction to collect unpaid Platform Fees, enforce the circumvention provisions of Section 8, or recover amounts owed under these Terms. 

21.6 EU Consumer Carve-Out

If you are a consumer residing in the European Union, European Economic Area, or the United Kingdom, nothing in these Terms shall deprive you of any mandatory consumer protection rights under the laws of your country of residence. To the extent that mandatory consumer protection laws in your jurisdiction apply, the arbitration and class action waiver provisions in Sections 21.3 and 21.4 shall not apply to you, and any Disputes may be brought before the competent courts of your country of residence. Additionally, you may be entitled to submit Disputes to an online dispute resolution platform provided by the European Commission at https://ec.europa.eu/consumers/odr. 

22. Indemnification

22.1 Indemnification Obligations

You agree to indemnify, defend, and hold harmless Sidemarket LLC, its officers, directors, members, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to your violation of these Terms or any applicable law or regulation, your Content or any Listing you create on the Platform, your violation of any third-party right including any intellectual property right, proprietary right, or privacy right, any dispute between you and another User arising from your breach of these Terms, fraud, or misrepresentation, and your failure to comply with applicable tax obligations. 

22.2 Survival

This indemnification obligation survives the termination of your Account and these Terms. 

23. Data Protection and Privacy

Our collection, use, disclosure, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you acknowledge and agree to the collection, use, and disclosure of your personal data as described in the Privacy Policy, on the legal bases set forth therein. 

If you are located outside the United States, your personal data may be transferred to, stored, and processed in the United States where our servers and service providers are located. By using the Platform, you acknowledge such transfer, storage, and processing in accordance with our Privacy Policy and the applicable transfer mechanisms described therein. 

For information about your data rights under applicable law, including the GDPR, UK GDPR, KVKK, CCPA/CPRA, and other applicable data protection regulations, as well as data processing practices and international data transfer mechanisms, please refer to our Privacy Policy or contact us at privacy@sidemarket.io. 

24. General Provisions

24.1 Termination

These Terms are effective until terminated by either you or Sidemarket. You may terminate these Terms at any time by deleting your Account and discontinuing your use of the Platform, subject to the completion of any pending Transactions. Sidemarket may terminate these Terms or your access to the Platform at any time, with or without cause, in its sole discretion. Upon termination, Sections 5.2, 5.3, 8, 9.1, 9.2, 9.3, 9.4, 9.5, 9.7, 10, 13, 14, 15, 17, 18, 19, 20, 21, 22, 23, 24, and 25 shall survive and remain in full force and effect. The license granted in Section 12.3 survives termination only to the extent and for the duration specified in Section 12.3 itself (that is, for as long as Content remains on the Platform and for a reasonable period thereafter to allow removal of cached copies). 

24.2 Amendments

Sidemarket reserves the right to modify these Terms at any time. Material changes will be communicated by posting updated Terms on the Platform with a revised "Last Updated" date and, where appropriate, by email notification. Continued use of the Platform after such changes constitutes acceptance of the modified Terms. Notwithstanding the foregoing, amendments to the Privacy Policy that materially change the purposes for which personal data is processed, introduce new categories of processing, or change the legal basis on which personal data is processed shall be governed by Section 14 of the Privacy Policy, which requires active acknowledgment before such changes take effect. In the event of a conflict between this Section 24.2 and Section 14 of the Privacy Policy with respect to privacy-related amendments, the Privacy Policy shall control. 

24.3 Force Majeure

Sidemarket shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, network infrastructure failures, cyberattacks, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. 

24.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If modification is not possible, the provision shall be severed, and the remaining provisions of these Terms shall remain in full force and effect. 

24.5 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, Data Processing Addendum, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Sidemarket regarding your use of the Platform and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral, regarding the subject matter hereof. 

24.6 Waiver

The failure of Sidemarket to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Sidemarket. 

24.7 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Sidemarket. Sidemarket may assign or transfer these Terms and its rights and obligations hereunder to a successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Sidemarket's assets. In such an event, Sidemarket will provide you with notice prior to the effective date of the assignment by email or by posting a prominent notice on the Platform, and your personal data will be handled in accordance with the notification and opt-out procedures described in Section 7 of our Privacy Policy. Except as otherwise required by applicable data protection law, no additional consent is required for such assignment to take effect. 

24.8 Notices

Sidemarket may provide notices to you through the Platform, by email to the address associated with your Account, or by any other reasonable means. You may provide notices to Sidemarket at the contact information set forth in Section 25. Notices are deemed received when delivered through the Platform, twenty-four (24) hours after an email is sent, or three (3) business days after a notice is sent by mail. 

24.9 No Third-Party Beneficiaries

These Terms are intended solely for the benefit of you and Sidemarket and do not create any third-party beneficiary rights. No third party shall have the right to enforce any provision of these Terms. 

25. Contact Information

If you have any questions, concerns, or feedback regarding these Terms or the Platform, please contact us:

Sidemarket LLC
131 Continental Dr Suite 305
Newark, DE 19713
United States of America 
 

General Inquiries: support@sidemarket.io
Privacy Inquiries: privacy@sidemarket.io 

Copyright 2026 Sidemarket LLC. All rights reserved.