Highwind | Melio AI, Inc. Marketplace Seller Agreement

Marketplace Seller Agreement

Effective Date: 19 March 2025

Last Updated: 19 March 2025

This Highwind Marketplace Seller Agreement ("Agreement") governs your participation as a seller ("Seller" or "you") in the Highwind Marketplace ("Highwind"), including the listing, offering, sale, and delivery of your AI products, services, and related solutions (collectively "Offerings"). By listing Offerings on Highwind, you agree to these terms, as updated from time to time.

1. Definitions

"Highwind" means the Highwind Marketplace and its associated services provided by [Highwind Entity Name].
"AI Solutions" means any models, APIs, code, documentation, or related services offered by Sellers on the Marketplace, including any accompanying data or resources.
"Offering" is an overarching term for any AI Solution, product, software, API, code, workshop, consulting service, or other solution listed by you on Highwind.
"Buyer" means any individual or entity purchasing or accessing your Offerings.
"Seller" ("Provider") means any individual or entity selling their Offerings through Highwind.
"Subscription Tier" means the pricing and service plan chosen by the Seller (e.g., Free, Standard, or Business) as outlined on the Highwind website, which determines the applicable platform fees, hosting fees, and other benefits.
"Transaction" means any purchase, subscription, or licensing of your Offering through Highwind.
"Transaction Proceeds" means the gross revenue received by Highwind from a Transaction.
"Buyer Data" means any information related to Buyers, collected or accessed in connection with their interaction with your Offerings.
"SLA" means the Service Level Agreement, if applicable, defining your service commitments and remedies.
"Acceptable Use Policy" ("AUP") refers to the Highwind policy outlining acceptable usage, prohibited activities, and system abuse parameters.

2. Relationship and Compliance

1. Seller of Record

You are the seller of record for your Offerings and are solely responsible for their content, delivery, compliance, and support.

2. Highwind's Role

Highwind provides a platform to facilitate Transactions but is not a party to any agreement between you and Buyers (outside of these platform terms).

3. Policies

You will comply with all applicable laws as well as Highwind's policies, including but not limited to:

Highwind Terms of Use
Acceptable Use Policy (AUP)
AI Solutions License Agreement (if your Offering is AI-driven)

3. Offerings

1. Listing Requirements

Your Offerings must meet Highwind's quality, security, and compliance standards. Highwind may review, test, or require modifications to Offerings prior to or during listing.

2. Accurate Representations

You are responsible for ensuring that descriptions, pricing, and other details are accurate, not misleading, and do not violate any third-party rights.

3. Removal or Disablement

Highwind may remove or disable Offerings that violate these terms, the AUP, or applicable laws. You must continue supporting existing Buyers for at least 90 days after removal or disablement, unless otherwise agreed.

4. Updates

You must promptly notify Highwind and Buyers of material changes to your Offerings that could impact functionality or performance.

4. Pricing and Payments

1. Seller-Determined Pricing

You set the pricing for your Offerings in USD or other supported currencies available on Highwind.

2. Platform and Hosting Fees

Highwind will deduct a revenue share and, if applicable, hosting fees, depending on your chosen seller subscription tier. The applicable fees will be posted on our website (the "Seller Subscription Page"). By continuing to list your Offerings on Highwind, you agree to the fees and any updates published on the Seller Subscription Page.

3. Payment Terms

Highwind collects Buyer payments and holds these funds until the end of the month following the Buyer's payment date. For example, if a Buyer pays on any day in March, Highwind will remit Seller payments on the last day of April (or on the next business day in the event of a holiday or technical delay). Seller payments will be calculated as Transaction Proceeds minus all applicable fees, refunds, and taxes.

4. Refunds

You must honor refund obligations per your published refund policy that aligns with Highwind's guidelines. Highwind reserves the right to process refunds on your behalf if necessary.

5. Tax Obligations

Highwind may collect and remit taxes where legally required (e.g., VAT).
Sellers are responsible for all other taxes, including income tax and cross-border obligations.
Highwind provides a breakdown of taxes collected/remitted.

5. Intellectual Property and Third-Party Rights

1. Ownership

You retain ownership of your Offerings, including all IP in AI Solutions and Services you create.
Highwind retains ownership of its platform and related IP.

2. Third-Party Assets

If your Offerings incorporate models, data, or software from third parties, you represent and warrant that you have obtained the necessary sublicensing rights in writing to use, modify, and distribute those assets via Highwind.

3. Sublicensing

By listing on Highwind, you grant Highwind a non-exclusive, worldwide license to:

Market and distribute your solutions to Buyers.
Grant Buyers a limited, non-transferable sublicensable right to use the solution for internal business purposes or as part of modified offerings.
Buyers cannot resell or distribute the solution as-is without added value or customization.

4. Usage Restrictions

Buyers must use the solutions within the scope defined by any SLA or usage terms.
Unauthorized resale, redistribution, or reverse engineering is prohibited.

5. Termination of Buyer Rights

Upon termination of this Agreement or a Buyer's subscription:

Access Ceases: Sublicensing rights end at the conclusion of the Buyer's active subscription.
Transition: Highwind and you will cooperate to help Buyers transition to alternative solutions if needed.
Seller Obligations: You must provide 90 days' notice if you plan to discontinue your Offering so Highwind can notify Buyers.
Buyer Notification: Highwind notifies Buyers about changes affecting access to the Offering.

6. Buyer Data

Buyer Data, as defined in Section 1, remains the confidential property of the Buyer and is not included as part of the Seller's Offerings or intellectual property rights.
Neither Highwind nor you shall use Buyer Data for any purposes beyond those required to deliver and support the Offerings, in accordance with the Highwind Privacy Policy and applicable data protection laws.

6. Service Levels, Support, and Escalations

1. SLA Requirements

If your Offering includes service commitments, you must provide an SLA describing uptime, response times, and remedies.

2. Support

You are responsible for offering timely, competent support for your Offerings. Highwind may monitor support quality to ensure Buyer satisfaction.

3. Repeated SLA Breaches / Unanswered Tickets

In the event of repeated SLA breaches or a pattern of unanswered support tickets:

Highwind will issue a formal warning and may request corrective measures within a specified timeframe.
If unresolved, Highwind may remove or suspend the affected Offering until adequate service standards are restored.
Continued non-compliance can lead to termination of your seller account.

4. Hosted Solutions

Highwind-Hosted: Highwind manages infrastructure uptime, security, and APIs. Hosting fees per your tier ("Subscription Tier") apply.
Seller-Hosted: You manage hosting, security, and reliability. Your SLA must not only reflect your commitments but also meet or exceed Highwind's standard SLA minimum requirements, ensuring that the quality and reliability of your service remain on par with platform standards.

7. Acceptable Use and Enforcement

1. AUP Compliance

You must ensure your Offerings and their usage comply with Highwind's Acceptable Use Policy, including ethical AI principles.

2. Monitoring and Enforcement

Highwind may investigate potential violations and take action, including removal or suspension of an Offering, account termination, and cooperation with law enforcement if needed.

8. Representations and Warranties

1. Authority

You represent that you have the necessary rights and authority to offer your solutions on Highwind.

2. Non-Infringement

Your Offerings do not violate the IP or rights of others. If your Offering uses third-party assets, you have adequate written sublicensing rights.

3. Legal Compliance

You comply with all applicable laws, export controls, or data protection regulations (e.g., GDPR, POPIA).

9. Indemnification and Liability

1. Indemnification

You agree to defend and indemnify Highwind against claims arising from:

Your Offerings infringing third-party IP.
Misrepresentations about your Offerings.
Your breach of this Agreement, the AUP, or applicable laws.

2. Liability Limit

Highwind's liability is limited in accordance with the Highwind Terms of Use, which disclaims indirect or consequential damages and caps liability to fees collected over the preceding period.

10. Governing Law and Dispute Resolution

1. Governing Law

This Agreement is governed by the laws of Delaware, USA.

2. Arbitration

Disputes are resolved through arbitration per Highwind's dispute resolution policies. You waive class-action rights to the maximum extent permitted by law.

11. Termination

1. Termination by Highwind

Highwind may terminate this Agreement or remove your Offerings with 30 days' written notice, or immediately for material breaches or legal violations.

2. Termination by Seller

You may terminate your involvement on 30 days' notice, but must continue to support existing Buyers for 90 days unless otherwise agreed.

3. Wind-Down

You must facilitate a smooth transition for active Buyers. Any outstanding obligations (e.g., refunds, support) survive termination.

12. Non-Circumvention

You acknowledge that Highwind's compensation primarily comes from fees earned on AI solutions, services, and related offerings ("Offerings") transacted through the Highwind platform. Highwind only receives these fees if Buyers and Sellers complete their transactions on the platform. Therefore, for 24 months after you first discover or are discovered by any party through Highwind (the "Non-Circumvention Period"), you agree to use Highwind exclusively for requesting, purchasing, and delivering any Offerings or related services directly or indirectly involving that party, or arising from your relationship with that party (the "Highwind Relationship").

13. Miscellaneous

1. Entire Agreement

This Agreement, along with the Highwind Terms of Use, Acceptable Use Policy, and AI Solutions License Agreement, forms the entire understanding regarding your participation as a Seller.

2. Severability

Invalid or unenforceable provisions do not affect the validity of the remainder.

3. No Waiver

Failure to enforce any term is not a waiver of that term or subsequent enforcement.

4. Assignment

You may not assign your rights or delegate obligations under this Agreement without Highwind's written consent.

5. Notices

All notices must be sent via email to support@highwind.ai or as otherwise indicated by Highwind.

By listing and selling your AI Solutions and Services on Highwind, you confirm your acceptance of these terms and your commitment to comply with all referenced policies.