Terms of Service & Marketplace Rules

Welcome to SpotMark. These Terms of Service (“Terms”) constitute a legally binding agreement between you and SpotMark Technologies Inc. (“SpotMark,” “we,” “us,” or “our”), governing your access to and use of the SpotMark website at spotmark.shop, our API, and all related physical brand placement tools and services.

By creating an account, publishing a listing, submitting a bid, or purchasing a physical placement, you agree to comply with and be bound by these Terms. If you do not agree, please do not use the marketplace.

1. Marketplace Overview & Role

SpotMark provides a two-sided platform enabling independent athletes, commuters, drivers, and creators (“Sellers”) to list physical brand placements on personal apparel, gear, backpacks, and vehicles, and enabling brands and businesses (“Buyers”) to buy those placements.

SpotMark acts solely as an intermediary venue providing visual mapping software, escrow settlement, and photo proof verification. Except as expressly stated herein, SpotMark is not an employer, agent, or guarantor of any individual creator.

2. Account Registration & Seller Eligibility

• Age: You must be at least 18 years old (or the legal age of majority in your jurisdiction) to participate.
• Seller Payout Onboarding: To publish a listing or receive funds, Sellers must connect a valid, verified Stripe Connect account in an eligible country supported by SpotMark and Stripe.
• Account Integrity: You agree to provide accurate, up-to-date profile information and maintain the security of your authentication credentials.

3. Upfront Bid Charges & Escrow Holding

Charging bids upfront guarantees to sellers that every active bid is backed by real, verified capital and eliminates non-paying bidder fraud.

4. Outbid Policy & Refund Rules

• Fee Deduction: Payment card networks (Visa, Mastercard, Amex) and Stripe retain credit card processing fees on card charges and do not return them upon refund. SpotMark deducts only these direct network processing costs, returning 100% of the remaining bid capital to the outbid buyer.
• Refund Timing: Refunds are triggered automatically via Stripe API. Depending on the cardholder's financial institution, funds typically reflect in bank statements within 5 to 10 business days.
• Re-bidding: Outbid buyers may reclaim their placement lead at any time by placing a new qualifying bid exceeding the current high bid by the minimum increment ($25 or 10%).

5. Spotlight Placement Rules & Non-Refundability

• Active Spotlight Non-Refundable: Once a booked Spotlight period has commenced or is actively displaying on the homepage, Spotlight fees are non-refundable under all circumstances.
• Pre-Window Cancellation: If a seller cancels or archives their listing before their reserved Spotlight start time arrives, the $10 Spotlight fee is automatically refunded.

6. Seller Fulfilment & Photo Proof Verification

To receive placement payouts, sellers must adhere to the mandatory 3-step fulfilment workflow:

1. Accurate Physical Display: The seller must cleanly affix the buyer's logo (decal, printed patch, or heat transfer) in the exact visual zone mapped on the listing photo and keep it clearly visible during the agreed event date or commute duration.
2. Photo Proof Submission: Within 48 hours of event or route completion, the seller must upload high-resolution, unedited, timestamped photographs of the placement in action to their Creator Dashboard under the Fulfilment tab.
3. Payout Release (90% Guarantee): Upon photo proof submission, a verification and review window opens. If no valid dispute is raised by the buyer, the net earnings (90% of the winning bid) are disbursed directly to the seller's Stripe Connect bank account. SpotMark retains a standard 10% platform fee.

7. Buyer Protection & Dispute Resolution

• Grounds for Dispute: A buyer may initiate a formal dispute if: (a) the seller fails to upload photo proof within 5 business days after the event date; (b) the logo is obscured, illegible, or placed outside agreed coordinates; or (c) the event was cancelled without delivery.
• Resolution Process: During a dispute, funds remain frozen in escrow. SpotMark investigates submitted proof, route data, and event records. If non-fulfilment or substantial misrepresentation is determined, the buyer receives a full refund of the placement payment.
• Dispute Contact: Disputes can be logged directly from the Buyer Dashboard under Purchases or by emailing support@spotmark.shop with your transaction reference.

8. Content Standards & Placement Policies

All participants must respect marketplace integrity, brand safety standards, and creator consent:

• Universal Prohibited Materials: Placements may not feature or promote illegal activities, explicit adult content or nudity, hate speech, defamation, counterfeit merchandise, or weapon sales.
• Permitted Regulated Categories (Gambling & Political): Legal gambling, betting platforms, political campaigns, advocacy, and crypto/financial brand placements are permitted on the marketplace provided they comply with applicable laws and the seller has not explicitly restricted that category on their listing.
• Seller Category Preferences: Sellers have full discretion to restrict specific categories from their inventory (such as Gambling, Political Campaigns, Alcohol, or Crypto). Buyers agree not to submit offers or place creatives for restricted categories on listings where the seller has opted out.
• Physical Placement Standards: Sellers may offer visible skin placements (such as an arm, leg, shoulder tattoo, decal, or body art placement), apparel, backpacks, gear, and vehicles. Placements on intimate body parts, private areas, or involving nudity are strictly prohibited.

9. Platform Fees & Currency

All marketplace pricing is calculated and settled in US Dollars ($ USD). Sellers receive 90% of the gross accepted offer amount, and SpotMark collects a 10% commission upon completed delivery. SpotMark reserves the right to adjust fee schedules with prior written notice on the website.

10. Limitation of Liability

To the maximum extent permitted by law, SpotMark Technologies Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of your participation in physical brand placements, seller athletic performance, transit conditions, third-party conduct, or weather disruptions.

11. Legal Business Entity & Inquiries

For questions, formal legal notices, or terms inquiries, please contact: