Seller Agreement

1. Scope and Acceptance

This Seller Agreement ("Agreement") governs your participation as a Seller on the Waziv marketplace (the "Marketplace"), operated by Waziv, Inc. ("Waziv"). It supplements, and is incorporated into, the Waziv Terms of Service ("Terms"). Capitalized terms not defined here have the meaning given in the Terms.

By posting your first Ask on the Marketplace, you agree to this Agreement. If there is a conflict between this Agreement and the Terms, the Terms govern, except that the Waziv Assurance Policy controls on Assurance mechanics.

2. Seller Eligibility

To list tickets on the Marketplace, you must:

• Be at least 18 years old.
• Be a resident of the United States.
• Maintain a valid United States bank account linked through Stripe Connect Express.
• Complete identity verification (KYC) through Stripe.
• Not be subject to any prior suspension from the Marketplace.

You are responsible for the accuracy of information you provide and for maintaining your eligibility. We may suspend or terminate your seller status if you cease to meet these requirements.

3. Listing Requirements

When you post an Ask, you represent and warrant that:

• You have lawful possession of the tickets at the time of listing. Speculative listings (listing tickets you do not possess) are prohibited.
• The section, row, quantity, and Ask price you specify are accurate.
• The tickets are valid and unrestricted, and you are entitled to transfer them.
• You have not listed the same tickets on any other platform during the period your Waziv listing is active.
• Your listing complies with all applicable laws, including state ticket-resale statutes.

4. Listing Activation and Seller Assurance

4.1 Listing Activation

You activate a listing yourself. Listing Activation succeeds only if you own the listing, your seller account is not suspended, your Stripe Connect account has completed onboarding and is enabled for payouts, and the event has not started. Until then, your listing stays a draft and does not appear on the public order book.

4.2 No Hold or Charge

Seller Assurance is non-monetary. Waziv does not place any hold or authorization on, store, or charge your card or other payment method to activate or maintain a listing, or as a penalty for a breach.

5. Match and Order Lifecycle

When a Bid meets or exceeds your Ask, the system creates an Order. Once an Order is created, the Order is binding on you, and you may not cancel it. The Order proceeds through the lifecycle defined in the Terms.

6. Transfer Obligations

You must complete a Successful Transfer of the tickets to the Buyer's designated transfer destination by the Transfer Deadline:

• Standard Transfer Deadline. When the time between Match and event start is greater than two hours, the Transfer Deadline is Match plus 24 hours.
• Urgent Transfer Deadline. When the time between Match and event start is two hours or less, the Transfer Deadline is Match plus 10 minutes, with a 5-minute grace period (effective maximum: Match plus 15 minutes).

A Successful Transfer means confirmation by a recognized ticket provider that the tickets have been transferred to the Buyer's destination. Failure to complete a Successful Transfer by the Transfer Deadline may lead to a confirmed seller breach under Section 7.

7. Confirmed Seller Breach

A seller breach is confirmed only by a Waziv administrator. A Buyer Claim is never resolved by default, and no refund or payout is made until an administrator decides. On a confirmed seller breach, the Buyer is refunded the full Order amount (ticket value plus Marketplace Fee) from the Buyer's original payment, you receive no payout for that Order, and your seller account is automatically suspended. Nothing is charged to or captured from your card or payment method. The Waziv Assurance Policy, incorporated into this Agreement by reference, describes Seller Assurance.

8. Payout Release

Waziv releases your payout at the Payout Release Date, which equals event end plus eight calendar days, subject to the following conditions:

• No Buyer Claim is open against the Order.
• No Seller Assurance Claim is open against you, and no Seller Assurance liability is outstanding.
• Your account is in good standing, KYC is complete, and your bank account is valid.

If a Buyer Claim is open at the Payout Release Date, payout is paused until the claim is resolved. Buyer-initiated confirmation of receipt before the Payout Release Date may, at Waziv's option, accelerate payout.

Payouts are made via Stripe Connect transfer to the bank account you have designated in Stripe Connect Express. Funds are held in the Waziv platform balance pending release. Waziv does not hold funds in trust or act as a fiduciary. Held funds are processed through Stripe Connect under the terms of your Stripe Connected Account Agreement.

9. Disputes

If a Buyer files a Buyer Claim regarding an Order, you will be notified immediately. You have 24 hours from the time the claim is filed to submit evidence of Successful Transfer through the Marketplace. If you do not respond within this period, the system will treat the claim as a confirmed seller breach. If you respond, a Waziv administrator may resolve the claim within 48 hours of filing; absent administrator action, the claim is resolved in your favor by default.

10. Seller Assurance Claims

A Buyer may dispute an Order payment with their card issuer or bank (a "Seller Assurance Claim").

While a Seller Assurance Claim is open, your account is frozen and your pending payouts are held. Waziv may contest the claim using available evidence.

If the claim is ultimately decided against Waziv, you are liable to Waziv for the seller proceeds associated with the disputed amount, up to your payout for that Order, even if you delivered the tickets. Your liability does not include Buyer Marketplace Fees, payment-network dispute fees, or unrelated platform costs.

Waziv may set off that amount against amounts otherwise payable to you, including by withholding the payout for that Order. If the claim is decided in Waziv's favor, it no longer blocks your payouts or the reinstatement of your account.

11. Account Suspension and Termination

We may suspend or terminate your seller status for:

• Failure to complete a Successful Transfer.
• Repeated breaches.
• Material misrepresentation in a listing.
• Fraud, suspected fraud, or violation of law.
• Material breach of this Agreement or the Terms.

A confirmed seller breach results in automatic suspension of your account, as required by Waziv governance. Suspension is system-enforced and is not subject to administrator discretion in the normal case. We will provide notice of suspension and, where appropriate, an opportunity to cure.

12. Tax Obligations

You are solely responsible for all federal, state, and local taxes arising from your sales on the Marketplace, including income tax and any applicable sales or use tax. Stripe may issue a Form 1099-K to you in accordance with IRS thresholds. We do not provide tax advice; consult your own tax advisor.

13. Indemnification

You agree to indemnify and hold harmless Waziv, its officers, directors, employees, and agents from any claim, loss, or expense (including reasonable attorneys' fees) arising out of (a) tickets you list or sell; (b) your breach of this Agreement; (c) violation of any law, contract, or third-party right (including any contractual restriction on the underlying ticket); or (d) any Buyer Claim or other claim by a Buyer relating to your tickets, except that Seller Assurance Claims are governed exclusively by Section 10.

14. Limitations

Waziv's payout obligation is limited to amounts actually received from the Buyer for the relevant Order, less the seller-side Marketplace Fee (if any), set-offs, or Seller Assurance set-offs under Section 10.

Eligible Founding Sellers retain a 0% seller Marketplace Fee under the Founding Seller Program Terms, subject to that program's qualification, activity, and termination conditions. Buyer Marketplace Fees are unchanged.

15. Stripe Connect Terms

Your use of Stripe Connect is also governed by the Stripe Connected Account Agreement and the Stripe Services Agreement, which you accept by completing Stripe Connect Express onboarding. Those terms are incorporated into this Agreement by reference.

16. General

The general provisions of the Terms — including modification, governing law, arbitration, class action waiver, severability, and notice — apply to this Agreement and are incorporated by reference.