Marketplace Seller Agreement

1. Scope

This Marketplace Seller Agreement ("Agreement") is between you ("Seller," "you") and Sylum ("Company," "we," "us") and governs your publication, sale, and ongoing operation of trading strategies ("Strategies," "Listings") on the YorN Marketplace (the "Marketplace"). This Agreement supplements but does not replace the YorN Terms of Service, Acceptable Use Policy, Privacy Policy, and Risk Disclosure Statement, all of which apply to your use of the Marketplace.

2. Eligibility

To publish on the Marketplace you must:

• Maintain a YorN account in good standing.
• Be at least 18 years of age (or 21 in jurisdictions where required for prediction-market participation).
• Successfully complete Stripe Connect onboarding, which includes identity verification and bank account setup. Sellers in jurisdictions Stripe Connect does not support cannot publish paid Strategies until that support exists.
• Provide accurate tax information (TIN/SSN/EIN, legal name, address). Form 1099-K or equivalent will be issued to U.S. sellers per IRS thresholds; international sellers are responsible for their own tax compliance.
• Not be subject to OFAC, EU, UK, or other sanctions; not located in a comprehensively-sanctioned jurisdiction.
• Not have been previously suspended or terminated from the Marketplace, except where Sylum has explicitly authorized re-instatement.

3. Publishing a Strategy

When you publish a Strategy, you grant Sylum a non-exclusive, worldwide, royalty-free license to host, display, distribute, and execute the Strategy on the Marketplace and within the YorN platform for the purposes of (a) preview and discovery by potential buyers, (b) execution on behalf of buyers who have installed the Strategy, and (c) display of performance metrics derived from buyer-side execution. You retain ownership of the underlying intellectual property in your Strategy.

You represent and warrant that:

• The Strategy is your original work or you have the necessary rights to publish it on the Marketplace.
• The Strategy does not infringe any third-party intellectual property right, trade secret, or contractual obligation.
• The Strategy does not depend on insider information, market manipulation, or any conduct prohibited by the AUP.
• You have not been advised by counsel, regulators, or any other authority that publishing the Strategy would constitute illegal activity.

4. Performance Disclosures

Marketplace listings display backtest results, simulated performance, or live track records. To prevent buyer harm and reduce regulatory risk, you must:

• Disclose the data source and time period for any backtest. Backtests must use historical data Sylum makes available; cherry-picked time periods or out-of-sample selection bias are prohibited.
• Disclose the fee schedule, slippage model, and capital base used. Results that assume zero fees, perfect fills, or unrealistic capital depth must be labeled as such.
• Use the standard Marketplace performance metrics (P&L, win rate, max drawdown, Sharpe, profit factor) computed by Sylum's verification engine. Do not present alternative metrics that obscure risk.
• Indicate "PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS" wherever performance is displayed. The Marketplace UI will display this disclosure automatically; you must not attempt to hide or obscure it.
• Update outdated descriptions when the Strategy materially changes (parameter sweeps, regime changes, new exchanges). Failure to update is grounds for de-listing.

Sylum reserves the right to verify any claimed performance metric. Strategies whose claimed performance cannot be reproduced by Sylum's verification engine are de-listed pending correction.

5. Pricing, Fees, and Payouts

You set the listing price for each Strategy within the bounds Sylum publishes (currently a minimum of $5 and a maximum of $5,000 per Strategy install, subject to change with notice). Sylum may apply price floors or ceilings on specific categories of Strategies based on regulatory or platform-policy requirements.

Sylum charges a platform fee of 15% of gross revenue per Strategy install (subject to change with 30 days' notice). Stripe Connect deducts its own processing fees. The remaining net revenue is payable to your Stripe Connect account on a rolling schedule (typically T+2 to T+7 business days, subject to Stripe's standard payout windows and any holds Stripe applies).

Sylum may withhold payouts when:

• An investigation into AUP violations or this Agreement is pending.
• An unusually high refund or chargeback rate triggers a hold pending review.
• Tax-information requirements have not been met (W-9 or W-8BEN missing, address unverified).
• Regulators, law enforcement, or court orders require funds to be frozen.
• Sylum reasonably suspects the seller is engaged in fraud, money laundering, or sanctions evasion.

6. Refunds, Clawbacks, and Chargebacks

Buyers may request refunds within 14 days of installation if the Strategy materially differs from its description, fails to execute as advertised, or is found to violate this Agreement or the AUP. Sylum's refund decisions are final and binding. Refunded amounts are clawed back from the seller's pending balance, or — if the seller's pending balance is insufficient — from future payouts; Sylum may also pursue collection by other lawful means.

Chargebacks initiated through Stripe (e.g., card-issuer disputes) are likewise reversed against the seller, including any chargeback fees Stripe imposes. Repeated chargebacks (more than 1% of installs over a rolling 90-day window) may result in suspension of selling privileges and forfeiture of pending balance.

7. Customer Support and Buyer Communications

You are responsible for responding to buyer questions about your Strategies through the Marketplace messaging system. Best-effort response within 72 business hours is required to maintain seller status. Unresponsive sellers may have their Listings de-prioritized in search ranking or de-listed entirely.

You must not solicit buyers off-platform (e.g., to private discord or email) for the purpose of evading Sylum's fees, refund policy, or platform protections. Doing so is grounds for termination.

8. Prohibited Strategies and Content

The following are prohibited as Marketplace Listings:

• Strategies that depend on illegal conduct (insider trading, market manipulation, sanctions evasion).
• "Signal" services that simply forward another seller's published trades without adding meaningful research.
• Strategies that effectively guarantee returns or eliminate risk (financial-promotion violations).
• Strategies targeting markets in which the Seller has a clear conflict of interest (e.g., insider position, employer-sensitive information).
• Listings designed primarily to harvest reviews or game ranking algorithms rather than to deliver value.
• Listings impersonating other sellers, hedge funds, regulated financial advisors, or government bodies.
• Strategies known to produce returns through abusive automation against Kalshi, Polymarket, or other exchanges (where such automation violates the exchange's own terms).

9. Reviews and Reputation

Buyers may review Strategies after a verification period (currently 7 days post-install). You must not:

• Solicit, pay for, or coordinate reviews from buyers or third parties.
• Submit reviews on your own Strategies through alternate accounts.
• Submit downvoting reviews on competitor Strategies through alternate accounts.
• Threaten or retaliate against buyers who leave honest negative reviews.

Sylum applies automated and human review-fraud detection. Detected violations result in review removal, ranking penalties, suspension, and — in egregious cases — permanent de-platforming.

10. Intellectual Property

You retain all intellectual-property rights in your Strategies. This Agreement grants Sylum only the operational license described in Section 3.

Sylum retains all intellectual-property rights in the YorN platform, including the agent runtime, backtesting engine, performance verification engine, marketplace UI, and Sylum-published market data. You may not copy, redistribute, or republish Sylum proprietary content outside of your own Listings on the Marketplace.

11. Liability and Indemnification

You acknowledge that:

• Buyers ultimately bear the financial risk of executing Strategies they install. Sylum makes no representation that any Strategy will be profitable, and disclaims all warranties on Strategy performance.
• You are responsible for the accuracy of your Strategy descriptions, performance disclosures, and Marketplace communications.
• You will indemnify and hold Sylum harmless from claims, losses, and damages arising from (a) your breach of this Agreement, (b) Strategy performance materially different from its description, (c) infringement claims related to your Strategy, (d) buyer-initiated lawsuits or regulator-initiated proceedings naming you as the responsible party.

To the maximum extent permitted by law, Sylum's liability to you under this Agreement is limited to the total platform fees Sylum has retained from your Listings in the twelve months preceding the claim.

12. Tax Reporting

Sylum issues IRS Form 1099-K to U.S. sellers who exceed the federal reporting threshold in a calendar year (current threshold per IRS guidance applies; thresholds may change). You are responsible for reporting all Marketplace income on your tax returns regardless of whether a 1099-K is issued. International sellers are responsible for understanding and complying with their own tax obligations.

You authorize Sylum to share your tax information with Stripe Connect and applicable tax authorities as required for compliance.

13. Suspension and Termination

Sylum may suspend or terminate your selling privileges at any time, with or without notice, for:

• Violation of this Agreement, the AUP, or the Terms of Service.
• Fraudulent activity, including review fraud, performance misrepresentation, or wash-trading on your own Listings.
• Excessive refund or chargeback rate.
• Failure to provide tax information when requested.
• Regulatory action or investigation requiring suspension.
• Material harm to buyers, the Marketplace, or Sylum.

Upon termination: all your Listings are de-listed; pending payouts may be held pending investigation; existing buyers retain access to Strategies they have already installed (the operational license in Section 3 survives termination of selling privileges to the extent necessary to provide already-purchased service to existing buyers).

14. Changes to this Agreement

We may update this Agreement at any time. Material changes (including changes to fees, payout terms, or prohibited-content categories) will be communicated to active sellers at least 30 days before they take effect. Continued use of the Marketplace after the effective date constitutes acceptance.

15. Disputes

Disputes arising from this Agreement are governed by the dispute-resolution provisions in the Terms of Service, including the arbitration clause and class-action waiver where applicable.

16. Contact

Marketplace seller support: marketplace@yorn.ai
Tax / payout questions: payouts@yorn.ai
Legal / compliance questions: legal@yorn.ai