Seller Terms of Service

Defined Terms

Platform.

Skill Issues, the marketplace and routing service operated under these terms, including its website, API, dashboard, and related services.

Buyer.

A customer who purchases inference routes through the Platform.

Seller.

A user who connects Upstream Accounts and publishes priced offers on the Platform.

Upstream Account.

A third-party AI provider account connected to the Platform for routing.

Usage.

Inference requests processed through the Platform and verified as billable traffic.

Credits.

Prepaid balances held on the Platform, from which verified Usage is billed and from which Seller entitlements are computed.

Payout.

A transfer of accumulated Seller earnings to an approved payout destination.

Settlement.

The Platform's bookkeeping process that computes the amounts a Seller is entitled to receive for verified Usage.

Capacity.

API capacity, credits, quota, or inference supply listed on the Platform through a connected Upstream Account.

Verification.

The Platform's review of a Seller's identity, profile, capacity source, or payout destination, conducted for anti-fraud and compliance purposes.

Provider Terms.

The terms of service, acceptable use policies, and other binding rules of a third-party provider whose Upstream Account you connect.

Offer.

A Seller's published price and terms for Capacity routed through the Platform.

Article 1 — Formation of the Agreement; Order of Precedence

1.1 Binding Contract. These Seller Terms are a legally binding contract between you and the Platform. The Agreement is formed when you create an account, connect an Upstream Account, publish an Offer, or record RIPLAY acceptance, whichever occurs first. You affirm that you have the legal authority to contract on behalf of yourself or any entity you represent.

1.2 Entire Agreement. These Seller Terms, together with the Buyer Terms of Service (where you also purchase Usage), the RIPLAY summary, the Platform's marketplace policies, and the Privacy Policy, constitute the entire and exclusive understanding and agreement between you and the Platform regarding your Seller use of the Platform, and supersede all prior or contemporaneous understandings, agreements, and communications, whether written or oral. No oral or written representation not expressly stated in the Agreement binds the Platform.

1.3 Order of Precedence. In the event of conflict among the documents forming the Agreement, the following order of precedence applies: (a) any written amendment expressly agreed between you and the Platform; (b) these Seller Terms; (c) the RIPLAY summary and marketplace policies; (d) the Privacy Policy. Applicable Provider Terms govern your relationship with each third-party provider; the Platform does not and cannot modify, waive, or limit any Provider Terms.

1.4 Continued Use After Changes. For any change to these Seller Terms that materially modifies your rights or obligations, the Platform will provide at least thirty (30) days' advance notice via the Platform or electronic communication. Your continued use of the Platform as a Seller after the effective date of a change constitutes your consent to that change. If you do not agree, you must stop using the Platform. Disputes are resolved under the version of these Seller Terms in effect when the dispute arose. Prior versions are archived and remain available on request.

Article 2 — Definitions and Interpretation

2.1 Defined Terms. Capitalized terms carry the meanings given in the Defined Terms table above. Words in the singular include the plural and vice versa. "Including" means "including without limitation". References to a statute include that statute as amended or re-enacted.

2.2 Relationship to RIPLAY. Where a defined term or clause also appears in the RIPLAY summary, the meaning is identical. The RIPLAY summary is a mandatory pre-acceptance disclosure; it never narrows these Seller Terms. Your RIPLAY acceptance is recorded with your account identity, timestamp, and request identifier, and forms part of the Agreement.

Article 3 — Service Scope

3.1 Scope of Service. The Platform routes paid inference requests across third-party AI providers. Buyers consume routes; Sellers connect Upstream Accounts and publish priced offers. The Platform facilitates these transactions and does not itself provide the underlying inference.

3.2 Platform Responsibilities. The Platform is responsible for routing, metering, settlement bookkeeping, and the marketplace itself. The Platform is not responsible for the underlying models, their outputs, their availability, or the behavior of third-party providers.

3.3 No Agency; Independent Parties. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between you and the Platform, or between you and any Buyer or provider. You act as an independent principal at all times.

Article 4 — Eligibility, Accounts, and Registration

4.1 Accurate Registration. You must provide accurate, current, and complete registration information, including identity and business details required for Verification, and keep that information up to date. Providing false, misleading, or incomplete information is a material breach of the Agreement.

4.2 Credential Security. You are responsible for the security of your account credentials, API keys, and connected Upstream Account tokens. All activity conducted through your account is attributed to you and treated as authorized by you. You must notify the Platform promptly of any suspected compromise; the Platform may suspend affected credentials while investigating.

4.3 One Person Per Account. Each natural person or legal entity may hold one account. You must not create multiple accounts to bypass or circumvent Platform limits, Verification, anti-fraud controls, or disciplinary actions, and must not use an account on behalf of a person or entity that has been suspended or banned.

4.4 Age and Legal Capacity. You must be of legal age to form a binding contract in your jurisdiction and must not be barred from using the Platform under applicable law or sanctions regimes.

4.5 Eligible Upstream Capacity. You may only offer Capacity funded by balances you are entitled to resell under the applicable Provider Terms. Free, trial, promotional, educational, or otherwise non-resellable provider balances are prohibited as Capacity sources ("ineligible balances"). Publishing an Offer sourced from ineligible balances is a material breach of the Agreement, and all settlement entitlements arising from that Offer are void.

Article 5 — Seller Obligations and Capacity Declaration

5.1 Lawful Capacity Source. You may only list API capacity or credits you own outright, or Capacity you are officially licensed to resell. You must not list Capacity sourced from pooled or resold consumer subscription accounts (for example, shared Claude Max or OpenAI Plus seats). Violations result in termination and payout hold.

5.2 Responsibility for Upstream Accounts and Offers. You are responsible for the Upstream Accounts you connect, including full compliance with each provider's Provider Terms, and for the accuracy of every Offer you publish. The Platform may reject, delist, or correct Offers that are inaccurate or misleading.

5.3 Flow-Down Obligations. You must require every person and system acting under your account or your Capacity to comply with the Agreement and applicable Provider Terms. You are responsible for all acts and omissions of those persons and systems, including any violation of Provider Terms.

5.4 Representations and Warranties. For each Offer you publish, you represent and warrant that: (a) you own the Capacity or hold an official, written right to resell it; (b) the Offer and its pricing are accurate and not deceptive; (c) publishing the Offer does not violate any Provider Terms or applicable law; and (d) the Capacity does not embed deceptive weights, unauthorized data capture, or malicious payloads.

Article 6 — Buyer Obligations (as applicable)

6.1 When You Also Buy. If you also purchase Usage through the Platform, the Buyer Terms of Service govern that activity in addition to these Seller Terms, and you must use the service lawfully, pay for verified Usage, and not attempt to circumvent metering, rate limits, or other Platform controls.

Article 7 — Fees, Credits, and Billing

7.1 Billing. Usage is billed from verified traffic as metered by the Platform.

7.2 Credits. Credits are non-refundable once consumed.

7.3 Credit Expiry. The Platform may expire unused Credits twelve (12) months after their purchase, with at least thirty (30) days' notice before expiry.

7.4 Price Changes and Pass-Through. Published prices pass through provider pricing and may change when providers change theirs. Changes apply to Usage incurred after the change is published. The price shown at purchase time applies to that purchase.

7.5 Platform Fee; Taxes. The Platform may charge a marketplace fee on settled amounts, as disclosed at Offer configuration time and in your payout statements. Changes to the fee apply only to Usage incurred after the changed fee is published. You are responsible for any taxes applicable to your Capacity sales and earnings; the Platform does not withhold or remit taxes on your behalf except where required by law.

Article 8 — Settlement and Payouts

8.1 Settlement. Seller settlements are computed exclusively from the Platform's metering records, which are the controlling evidence absent demonstrable metering error. Seller-side screenshots, third-party provider dashboards, or other self-reported records are not controlling evidence of Usage. Settlements also depend on the payout rails configured for the Seller's account.

8.2 Payout Approval. Withdrawing accumulated Seller earnings requires an approved payout destination. Payout destinations must be owned by, and match the name of, the verified identity (natural person or registered business) that passed Verification; mismatched destinations will not be approved. Payout processing and supported payment rails are subject to anti-fraud and compliance reviews.

8.3 No Payout Timetable. The Platform does not guarantee any payout timetable. Settlement and Payout timing depend on provider evidence, Verification status, and the operational status of payout rails.

8.4 Withholding; Clawback. The Platform may withhold, freeze, or claw back settlement amounts that it reasonably believes arise from unverified Usage, fraudulent traffic, Provider Terms violations, metering circumvention, Usage funded by ineligible upstream balances under clause 4.5, buyer chargebacks, reversed payments, purchases made with stolen or unauthorized payment instruments, or legal or compliance process. Withheld amounts are held pending review and are not interest-bearing. Amounts withheld pending review are resolved within ninety (90) days of withholding, either released to the Seller or clawed back with a written statement of the reason.

Article 9 — Exclusions and Third-Party Risk

9.1 Matters Not Covered. The Platform does not own, control, operate, or rescue Upstream Accounts. Provider bans, quota exhaustion, revoked OAuth grants, region restrictions, and provider outages are recorded as facts of the upstream service. They do not constitute compensable claims against the Platform.

9.2 Assumption of Upstream Risk. You connect Upstream Accounts at your own risk and must only connect accounts whose loss you can afford. The Platform records upstream facts as they are reported and does not restore, replace, or compensate for lost Upstream Accounts, revoked grants, exhausted quota, or provider-side deprecations.

Article 10 — Suspension, Anti-Fraud, and Safety

10.1 Compliance. You must comply with provider terms, marketplace policies, verification requirements, anti-fraud reviews, and content-safety controls. Abuse may lead to suspension without compensation.

10.2 Suspension and Investigation. The Platform may suspend, restrict, or disable your account, Offers, or Upstream Account connections while investigating suspected violations of the Agreement or Provider Terms. The Platform may disclose information about upstream facts to providers and authorities as it deems necessary or as required by law.

10.3 Content Safety. Models served through your Capacity must comply with applicable regulations and safety standards. Serving deceptive weights, executing unauthorized data capture, or injecting malicious payloads is strictly prohibited and constitutes an immediate material breach.

10.4 Prohibited Conduct. In addition to other prohibitions in the Agreement, you must not: (a) use the Platform for any unlawful purpose or in violation of any Provider Terms; (b) fabricate traffic, inflate Usage, or coordinate requests to create artificial settlement entitlements, including purchasing Usage as a Buyer to route to your own Offers or an Offer you control (self-dealing), whether directly or through a related party; (c) scrape, reverse engineer, or bypass Platform technical protection measures; (d) circumvent any safety control or content filter of the Platform or any provider; or (e) encourage or assist any other person to do any of the foregoing.

Article 11 — Disclaimers and Limitation of Liability

11.1 As-Is Service. THE PLATFORM PROVIDES THE SERVICE AS IS, WITHOUT GUARANTEE OF UPTIME, EARNINGS, ACCOUNT SURVIVAL, MODEL BEHAVIOR, SETTLEMENT TIMING, OR PAYOUT SUCCESS. THE PLATFORM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM'S AGGREGATE LIABILITY TO YOU IS CAPPED AT THE AMOUNTS YOU PAID TO THE PLATFORM IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

11.3 No Indirect Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, ARISING FROM OR RELATING TO THE AGREEMENT, AND EACH PARTY WAIVES THOSE CLAIMS AGAINST THE OTHER.

11.4 Risk Allocation; Severability of Limitations. Each provision of this Article allocates risk between you and the Platform and is an essential element of the basis of the bargain. The limitations in this Article are severable, apply independently of all other provisions, and survive even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions the Platform's liability is limited to the maximum extent permitted.

Article 12 — Indemnification

12.1 Your Indemnity. You will defend and indemnify the Platform and its officers, directors, employees, and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Platform as a Seller; (b) your violation of the Agreement, any Provider Terms, or any applicable law; (c) the Capacity you list or the Offers you publish, including any claim that they infringe or misappropriate a third party's rights; or (d) your breach of the capacity source declaration in Article 5.

12.2 Procedure. The Platform will provide you prompt notice of any indemnified claim, reasonable cooperation, and the right to control the defense with counsel of your choice; the Platform may participate at its own expense. You may not settle an indemnified claim in a way that imposes obligations on the Platform without the Platform's prior written consent.

Article 13 — Termination and Survival

13.1 Termination by Either Party. Either party may stop or suspend the Seller relationship at any time, with or without cause. The Platform may suspend or terminate accounts for cause, including policy violations and failed Verification.

13.2 Effect of Termination. On termination: (a) your Offers are delisted and pending Settlements are handled under Article 8, subject to Article 8.4; (b) you must stop all use of the Platform; and (c) Sections 7 (as to accrued balances), 8, 9, 11, 12, and this Article 13 survive.

13.3 Survival. Provisions that by their nature should survive termination do survive, including definitions, fee and settlement obligations for accrued Usage, exclusions, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution.

Article 14 — Changes to These Terms

14.1 Material Changes. Material changes to these Seller Terms are announced with a new effective date and at least thirty (30) days' advance notice. Prior versions are archived and remain available on request.

14.2 Assignment. You may not assign or transfer the Agreement, in whole or in part, without the Platform's prior written consent. The Platform may assign the Agreement in connection with a merger, acquisition, or sale of assets. Any attempted assignment by you without consent is void.

14.3 Severability; Waiver. If any provision of the Agreement is held unenforceable, it is modified to the minimum extent necessary to be enforceable and the remaining provisions continue in full force. The Platform's failure to enforce any provision is not a waiver of that provision or any other provision.

Article 15 — Governing Law and Disputes

15.1 Governing Law and Venue. The Agreement is governed by the laws of the operator's principal place of business, without regard to conflict-of-law principles. Disputes are subject to the exclusive jurisdiction of the courts of that place, and each party submits to personal jurisdiction there.

15.2 No Class Actions. Disputes are resolved on an individual basis; class actions and representative proceedings are waived to the extent permitted by law.

15.3 Claim Window. Claims must be brought within twelve (12) months of the event giving rise to the claim, or they are forever barred.

15.4 Notices; Electronic Communications. You consent to receive notices and communications from the Platform electronically, including via the Platform interface and the email address on your account. Electronic notices satisfy any legal requirement that communications be in writing. Legal notices to the Platform must be sent to the operator's principal place of business.