Market Maker Terms

These Market Maker Terms & Conditions ("MM Terms") govern your access to and use of the Tradepost Platform as a Market Maker. By registering as a Market Maker, submitting bids, or otherwise using Tradepost's Market Maker services, you agree to be bound by: (1) These MM Terms, (2) Tradepost's General Terms of Service at tradepost.co/terms, (3) Tradepost's Privacy Policy at tradepost.co/privacy, (4) Any supplemental terms for specific service. In the event of conflict between these MM Terms and the General Terms of Service, these MM Terms control with respect to your Market Maker activities.

To be eligible as a Market Maker, you must: (1) Be a business entity in good standing OR an individual operating a legitimate business, (2) Have authority to bind yourself or your company to these terms, (3) Not be located in or a resident of any embargoed jurisdiction, (4) Not be on any U.S. government restricted parties list, (5) Have the financial capacity to complete purchases you bid on, (6) Comply with all applicable laws, including consumer protection, ticket resale, and tax laws, (7) Successfully complete Tradepost's onboarding and verification process.

Tradepost operates a marketplace platform that connects Sellers with Market Makers. Tradepost: (1) Facilitates the display of Seller listings to Market Makers, (2) Routes Market Maker bids to Sellers, (3) Processes payments between parties, and (4) Provides infrastructure and technology services. Tradepost does NOT: (1) Take title to or possess Real-World Assets, (2) Act as a party to sales between Sellers and Market Makers, (3) Guarantee availability, authenticity, or condition of any items, (4) Guarantee that any bid will be accepted or that any transaction will close.

To become a Market Maker, you must: (1) Complete Tradepost's Market Maker application, (2) Provide required business information and documentation, (3) Submit to identity and business verification, (4) Execute these MM Terms, Receive approval from Tradepost. Tradepost reserves the right to reject any Market Maker application for any reason in its sole discretion.

Market Makers must provide and maintain accurate, current information throughout their relationship with Tradepost. For business entities, this includes the legal business name and any DBA names under which the Market Maker operates, the business type (such as LLC, Corporation, Partnership, or other structure), the Employer Identification Number or other applicable tax identification number, the complete business address and contact information, the state or country of formation, beneficial ownership information identifying individuals who own or control the business, and financial references that demonstrate the Market Maker's creditworthiness and ability to complete purchases. For individuals operating as Market Makers, required information includes the individual's full legal name as it appears on government-issued identification, Social Security Number or tax identification number, date of birth, a copy of government-issued photo identification (such as driver's license or passport), proof of current address (such as utility bill or bank statement), and information about any business operations if the individual is operating as a sole proprietor or under a business name. All Market Makers, regardless of entity type, must also provide bank account information for receiving payments and refunds, payment method details for purchases (including credit card, ACH authorization, or wire transfer instructions), contact information for authorized representatives who are empowered to act on behalf of the Market Maker, information about resale channels and platforms operated by the Market Maker where purchased items will be resold, and the specific categories of Real-World Assets the Market Maker intends to purchase through the platform.

Upon successful completion of the application and verification process, Tradepost will approve the Market Maker account and provide the necessary tools and resources to begin operations. Approved Market Makers will receive secure account credentials for accessing the Market Maker portal, API access credentials if the Market Maker will be integrating programmatically with Tradepost's systems, Terminal access and credentials if applicable, comprehensive developer documentation explaining how to use Tradepost's APIs and services, information about the current fee schedule and pricing structure, and compliance guidelines and policy documents that govern Market Maker conduct on the platform. Market Maker approval is not a one-time event but rather an ongoing relationship that is subject to continued compliance with these MM Terms, the General Terms of Service, and all applicable laws. Tradepost reserves the right to re-evaluate any Market Maker's status at any time and to modify or revoke approval if circumstances warrant such action.

Market Makers submit bids for Real-World Assets through the Tradepost Partner Exchange (TPX), our real-time communication protocol. You can bid in two ways: through on-demand bidding where you respond to real-time opportunities sent to your webhook endpoint, or through conditional bidding where you set up automated rules that execute bids when certain conditions are met. When a Seller lists an item on Tradepost, our platform routes the listing to relevant Market Makers based on category, price, and other factors. You receive a webhook notification with the item details and have up to 5 seconds to submit a bid via our GraphQL API. If you submit the highest bid, it's shown to the Seller as an "Instant Cash Offer."

All bids must specify the amount you'll pay the Seller (the net proceeds they receive) and must be denominated in US dollars. Your bid must be a genuine offer that you're prepared to honor if the Seller accepts. Bids remain valid for the time period you specify when submitting (typically 10 minutes), and you cannot withdraw a bid once the Seller has accepted it.

When a Seller accepts your bid, you've entered into a binding purchase agreement directly with the Seller. You must complete the purchase by paying the full amount (your bid plus any Tradepost fees) and accepting delivery of the item. You cannot cancel after acceptance except in very limited circumstances like the item being counterfeit, materially different from the listing, or the Seller failing to ship within the required timeframe. If you fail to complete a purchase after bid acceptance, we may immediately suspend your bidding privileges, charge you for any damages or fees incurred, and may terminate your account for repeated failures.

Submit only genuine bids that reflect what you're actually willing to pay. Don't submit artificially low bids just to gather pricing intelligence, don't coordinate pricing with other Market Makers, and don't manipulate prices. If you make a pricing error, notify us immediately, but understand that you're still generally obligated to honor accepted bids.

When a Seller accepts your bid, you authorize us to charge your payment method for the full amount: your bid amount plus Tradepost fees and any applicable taxes. We hold these funds until you receive and verify the Real-World Asset or in the event of a Live Event Linked Real World Asset until the event is over plus an applicable buffer.

We accept credit cards (Visa, Mastercard, Amex, Discover), ACH/bank transfers for high-volume partners, and wire transfers for large transactions. You must keep at least one valid payment method on file at all times.

By submitting a bid, Market Maker authorizes Tradepost to charge the Market Maker's payment method immediately upon Seller acceptance. Market Maker grants Tradepost a security interest in all funds held in the Market Maker's account.

If your payment is declined, we'll notify you immediately and attempt to re-process. You must update your payment method right away. We may suspend your bidding privileges until payment is resolved. You're responsible for the full amount plus any late fees, interest, or collection costs even if the transaction is canceled.

Tradepost reserves the right to modify fee schedules at any time upon written notice to Market Makers. Continued use of the platform after the effective date constitutes acceptance of the new fee structure. For new categories or services, fees may be established without prior notice.

4.5.1 Dynamic Pricing: Transaction fees may vary dynamically based on market conditions, similar to surge pricing. When liquidity is low or demand is high for certain categories or items, we may temporarily increase transaction fees to incentivize Market Maker participation. Dynamic pricing adjustments are applied in real-time and will be disclosed at the time you submit each bid, so you'll always know the exact fee before committing to a transaction.

You're responsible for all taxes related to buying and reselling items, including sales tax, income tax, and business taxes. We may collect certain taxes where required by law, but we don't determine your full tax obligations. Consult a tax professional.

Once you own an item, you can resell it on your own platforms, on third-party marketplaces like eBay or StubHub, hold it in inventory, or use it for any lawful purpose.

During onboarding, tell us where you resell items. Notify us within 30 days if you start using new resale channels. Your platforms must comply with all applicable laws and you must accurately represent items to your buyers—don't misrepresent authenticity, condition, or source. When reselling, comply with consumer protection laws, ticket resale regulations, tax laws, and any other applicable requirements.

Tradepost provides Market Makers with access to certain platform data to facilitate bidding and transaction activities, including listing information (descriptions, photographs, and item attributes), pricing data and market analytics, transaction history and performance metrics, and other operational data necessary for Market Maker activities.

Market Makers may use Tradepost data solely for the following purposes: evaluating and submitting bids on listed items, managing inventory and business operations related to Tradepost transactions, analyzing market trends and pricing to inform bidding strategies, developing and improving proprietary bidding algorithms and pricing models for internal use only, and fulfilling obligations under these Terms.

Market Makers shall not, and shall not permit any third party to: (a) share, sell, license, or otherwise disclose Tradepost data to competitors or any third parties; (b) use Tradepost data to develop, operate, or support any competing marketplace or platform; (c) scrape, systematically download, or access Tradepost data through any means other than the TPX API endpoints provided; (d) reverse-engineer, decompile, or attempt to derive Tradepost's proprietary algorithms, business logic, or pricing methodologies; or (e) directly contact or solicit Sellers to conduct transactions outside of the Tradepost platform.

Seller contact information disclosed for transaction fulfillment purposes (including names, addresses, email addresses, and phone numbers) is confidential and shall be used exclusively to complete the specific transaction for which it was provided. Market Makers shall not contact Sellers for any purpose other than transaction fulfillment, shall not disclose Seller information to any third party except as necessary to complete shipping or delivery, shall not use Seller information for marketing, solicitation, or any commercial purpose beyond the immediate transaction, and shall securely delete Seller information within thirty (30) days of transaction completion unless retention is required by law.

6.5.1 Tradepost Confidential Information: Market Makers acknowledge that certain business information constitutes Tradepost's confidential and proprietary information, including but not limited to the Market Maker's specific fee structure and pricing terms, technical specifications, API documentation, and system architecture, Tradepost's business strategies, product roadmaps, and competitive information, and any other information marked as confidential or that would reasonably be understood as confidential given its nature. Market Makers shall maintain the confidentiality of such information and shall not disclose it to any third party without Tradepost's prior written consent. These confidentiality obligations survive termination of these Terms and continue in perpetuity or until such information becomes publicly available through no breach by Market Maker.

6.5.2 Market Maker Confidential Information: Tradepost acknowledges that certain Market Maker business information is confidential, including but not limited to the Market Maker's proprietary bidding algorithms, pricing strategies, and business methodologies, the Market Maker's resale channels, customer lists, and business relationships, the Market Maker's financial information and transaction volumes, and any other information marked as confidential or that would reasonably be understood as confidential given its nature.

6.5.3 Mutual Obligations: Each party shall maintain the confidentiality of the other party's confidential information and shall not disclose it to any third party without the disclosing party's prior written consent. Each party may disclose confidential information only to its employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein. These confidentiality obligations survive termination of these Terms and continue in perpetuity or until such information becomes publicly available through no breach by the receiving party.

We grant you a license to access our APIs through the Tradepost Partner Exchange (TPX). You can submit and manage bids, receive webhook notifications of opportunities, access listing data, manage transactions, and retrieve reports.

You must provide an HTTPS webhook endpoint that can receive our POST requests. Your endpoint must respond within 5 seconds to acknowledge receipt. You must be able to parse JSON messages and handle the message types we send.

We'll provide API keys and authentication tokens. Keep these secure and confidential. Don't share them with third parties. If they're compromised, notify us immediately. Rotate credentials when we require it.

We may release new API versions, deprecate old versions, or make changes. We'll notify you of breaking changes. You must migrate to new versions within the notice period. Non-breaking changes (new optional fields, new endpoints) may happen without notice.

Market Makers shall not engage in any fraudulent or deceptive practices, including but not limited to submitting fraudulent bids or providing false information to Tradepost, using stolen or unauthorized payment methods, misrepresenting their business structure, financial capacity, or qualifications, or engaging in any other form of fraud, deception, or material misrepresentation in connection with the use of the Tradepost platform.

Market Makers shall not engage in any conduct that manipulates or attempts to manipulate market prices or competition, including but not limited to coordinating pricing, bid strategies, or other competitive terms with other Market Makers, submitting artificial or shill bids designed to manipulate prices or gather market intelligence without genuine purchase intent, or engaging in any other anti-competitive conduct that violates antitrust laws or undermines fair competition on the platform.

Market Makers shall not abuse or compromise the integrity of the Tradepost platform, including but not limited to exploiting technical vulnerabilities or security weaknesses in Tradepost's systems, conducting or facilitating denial-of-service attacks or overwhelming Tradepost's systems with excessive requests, creating multiple accounts without Tradepost's express written authorization, or using bots, automated tools, or other unauthorized means to access the platform except through approved API endpoints.

Market Makers shall not interfere with Sellers or attempt to circumvent the Tradepost platform, including but not limited to directly contacting Sellers to conduct transactions outside of the platform and avoid Tradepost fees, soliciting Sellers to list items off-platform or provide preferential access, harassing, intimidating, or engaging in abusive conduct toward Sellers, or submitting false, misleading, or retaliatory reviews or feedback regarding Sellers.

Market Makers shall not misuse Tradepost data or confidential information as described in Section 7, including but not limited to scraping, systematically downloading, or accessing data outside of authorized API channels, sharing confidential information with competitors or unauthorized third parties, using Tradepost data to develop or operate competing marketplace services, or reverse-engineering Tradepost's proprietary systems, algorithms, or business logic.

Market Makers shall not engage in transactions involving illegal items or facilitate illegal activity, including but not limited to knowingly accepting or reselling counterfeit items, purchasing or reselling stolen property, transacting in items prohibited by applicable federal, state, or local law, purchasing tickets obtained through violations of the BOTS Act or similar legislation, or facilitating money laundering, tax evasion, sanctions violations, or any other illegal activity through the platform.

Violations of these prohibited conduct provisions may result in immediate consequences, including but not limited to immediate suspension of bidding privileges and account access pending investigation, permanent termination of the Market Maker account and all associated privileges, forfeiture of funds held in escrow or on deposit with Tradepost, legal action to recover damages, losses, and costs incurred by Tradepost or third parties, reporting of illegal conduct to appropriate law enforcement or regulatory authorities, and communication with industry participants regarding violations where appropriate to protect marketplace integrity. The specific consequences imposed will be determined by Tradepost in its sole discretion based on the nature and severity of the violation.

Market Makers may terminate this agreement at any time by providing written notice to partners@tradepost.co. During the notice period, Market Makers shall complete all pending transactions that were initiated prior to the termination notice, withdraw any remaining funds from their account in accordance with applicable withdrawal procedures, and cease all use of Tradepost services, APIs, and systems effective upon the termination date.

Tradepost reserves the right to immediately suspend Market Maker privileges without advance notice when circumstances require prompt action to protect the platform, other users, or Tradepost's interests. Grounds for immediate suspension include, but are not limited to, violations of these Terms or the General Terms of Service, suspected fraudulent activity or illegal conduct based on reasonable grounds, payment failures, disputes, or repeated declined transactions, security concerns including compromised credentials or suspicious account activity, legal or regulatory requirements mandating account suspension, or ongoing investigation of complaints, disputes, or reported misconduct. During any suspension period, the Market Maker's bidding privileges shall be disabled and the Market Maker may not submit new bids or modify existing bids, pending transactions may be canceled or allowed to complete at Tradepost's sole discretion based on the nature of the suspension, funds may be held pending investigation or resolution of disputes, and access to APIs and the Market Maker portal may be restricted as necessary to protect platform integrity.

Tradepost may terminate Market Maker accounts permanently for various reasons, including but not limited to material breach of these Terms or the General Terms of Service, repeated or serious violations of platform policies even if each individual violation is not material, fraud, illegal activity, unethical conduct, or engagement in prohibited conduct as described in Section 9, failure to remedy performance deficiencies or other issues after notice and reasonable opportunity to cure, business reasons including changes to the Market Maker program, strategic decisions regarding partner relationships, or market conditions affecting program viability, or for convenience, with or without cause, upon thirty (30) days' prior written notice for non-breach terminations.

Upon termination of a Market Maker account by either party, the following consequences take effect immediately: all licenses and access rights granted under these Terms terminate and the Market Maker shall have no further right to access or use Tradepost's APIs, systems, or proprietary information, API access credentials are revoked and disabled to prevent further platform access, pending transactions will be handled in accordance with Tradepost's policies on a case-by-case basis considering the status and circumstances of each transaction, the Market Maker shall immediately cease all use of Tradepost services and systems, confidentiality obligations set forth in Section 7 survive termination and continue to bind the Market Maker in accordance with their terms, all outstanding payment obligations remain due and payable notwithstanding termination, and Tradepost may hold funds for thirty (30) to ninety (90) days following termination to cover potential chargebacks, refunds, disputes, or other obligations that may arise post-termination.

Following termination and expiration of any applicable holding period, the Market Maker may request payout of any remaining funds in their account, subject to deductions for fees owed to Tradepost, amounts due to Sellers for refunds or other obligations, damages owed to Tradepost for breaches or other liabilities, and any other legitimate offsets or charges. The Market Maker shall delete or return all Tradepost confidential information in its possession or control, including technical documentation, business information, proprietary data, and any copies, backups, or derivatives thereof. The Market Maker shall certify in writing to Tradepost that all such confidential information has been deleted from the Market Maker's systems and that no copies remain in the Market Maker's possession or control. Tradepost may retain Market Maker data as necessary for legal compliance, tax reporting, business record-keeping, audit purposes, or other legitimate business purposes for periods required by applicable law or reasonable business practices, and shall maintain the confidentiality of such retained data in accordance with its obligations under these Terms and applicable law.

Market Maker agrees to indemnify, defend, and hold harmless Tradepost, its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the "Tradepost Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to the Market Maker's breach of these Terms or the General Terms of Service, the Market Maker's violation of any applicable laws, regulations, or third-party rights, the Market Maker's resale activities and relationships with end purchasers, including any claims regarding item authenticity, condition, delivery, or other transaction issues, the Market Maker's use or misuse of Tradepost data, APIs, or platform services, the Market Maker's relationships or transactions with Sellers, including disputes, payment issues, or allegations of misconduct, the Market Maker's content, conduct, or business operations both on and off the Tradepost platform, any negligent or willful misconduct by the Market Maker or its employees, contractors, or agents, or any third-party claims arising from or related to the Market Maker's activities in connection with the Tradepost platform. Tradepost will provide Market Maker with prompt notice of any claim subject to indemnification. Market Maker shall cooperate fully in the defense of any such claim and shall provide all information, documents, and assistance reasonably requested by Tradepost. Tradepost reserves the right to assume exclusive control of the defense and settlement of any matter subject to indemnification by Market Maker, and Market Maker shall not settle any claim without Tradepost's prior written consent.

TRADEPOST PROVIDES THE PLATFORM AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRADEPOST EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Tradepost makes no warranties or representations regarding the accuracy, reliability, availability, or uninterrupted operation of the platform, the accuracy of item descriptions, photographs, Seller information, or pricing data, the quality, authenticity, condition, or legality of items listed on the platform, the performance, reliability, or compliance of Sellers with their obligations, the security of the platform or protection against unauthorized access, data breaches, or cyberattacks, or that the platform will meet Market Maker's specific requirements or business needs. Market Makers acknowledge that they use the platform at their own risk and must conduct their own due diligence regarding items, Sellers, and transactions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE TRADEPOST PARTIES TO MARKET MAKER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE USE OF THE PLATFORM SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES PAID BY MARKET MAKER TO TRADEPOST DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) TEN THOUSAND DOLLARS ($10,000).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TRADEPOST PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRADEPOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Tradepost Parties shall not be liable for any claims, losses, or damages arising from or related to item authenticity, quality, condition, or legality, Seller misconduct, non-performance, or breach of obligations, payment processing errors or failures by third-party payment processors, technical failures, system outages, bugs, or data loss except to the extent caused by Tradepost's gross negligence or willful misconduct, security breaches or unauthorized access to Market Maker data unless caused by Tradepost's failure to implement reasonable security measures, market conditions, changes in demand, or pricing fluctuations, or any matter beyond Tradepost's reasonable control.