Seller Agreement

Version 1.0 · Effective 2026-09-20 · Olive Hill Group, LLC

What you agree to when you sell a listing here: you are the licensor and the seller, we collect payment as your agent and keep a platform fee, and the attestations you make about your work are yours to stand behind.

Seller Agreement — Code Recycle

Version: 1.0 · Effective: 2026-09-20 Parties: Olive Hill Group, LLC, a California limited liability company, operating as Code Recycle at coderecycle.ai ("Code Recycle," "we," "us"), and the person or organization identified in the Marketplace account that accepts this Agreement ("Seller," "you").

Recitals

Code Recycle operates a marketplace at coderecycle.ai where people and automated agents acting for an organization discover and license software and related digital content. Sellers who are not Olive Hill Group, LLC may list content on the Marketplace under this Agreement. The parties intend, and this Agreement is drafted to establish, that Seller — not Code Recycle — is the licensor of Seller's content to Buyers, and that Code Recycle's role with respect to the underlying transaction is limited to operating the Marketplace and collecting payment as Seller's agent for that purpose. This structural choice governs the interpretation of every section below; where a provision is ambiguous, it should be read in light of it.

1. Definitions

"Account" — Seller's registered account on the Marketplace, referred to internally as a creator account.

"Agreement" — this Seller Agreement, including Exhibit A, as it may be amended under Section 15.6.

"Asset Class" — the category the Marketplace assigns to a Listing for purposes of which Attestations apply: currently software, ai_character, voice, avatar_or_world, dataset, or prompt_or_persona.

"Attestations" — the versioned set of factual representations a Seller must affirmatively accept for a Listing, by Asset Class, before that Listing may be offered for sale, as published by Code Recycle and reproduced as of Attestation Version 1.0 in Exhibit A.

"Derived from Seller's Submission" — created with actual access to Seller's artifact or non-public Listing materials and substantially similar to the protected expression in them. Both elements are required. Defined operatively in Section 6.4(b)–(c).

"Submission" — the artifact, source code, metadata, documentation and other materials Seller supplies to the Marketplace in connection with a Listing.

"Buyer" — the organization identified in the Buyer's Marketplace account (see Terms of Service §3), acting through an authorized human user or agent principal under Terms of Service §4, that acquires a Buyer License to a Listing. Seller is likewise the organization identified in the Seller's Marketplace account — which, for an individual, is that individual's own workspace — acting through an authorized human user. Attestations are made in the first person by that user on the organization's behalf.

"Buyer License" — the licence Seller grants directly to a Buyer with respect to a Listing, as described in Section 7.

"Listing" — an offer of Seller's content on the Marketplace, at a specific version and artifact.

"Marketplace" — the coderecycle.ai platform operated by Code Recycle.

"Payment Processor" — Stripe, Inc. and its relevant affiliates, or any successor payment processor the Marketplace adopts.

"Platform License" — the licence Seller grants to Code Recycle under Section 6.

"Seller Proceeds" — the portion of a Transaction's price payable to Seller after deduction of the platform fee under Section 8.

"Terms of Service" — the Marketplace's Terms of Service as in force from time to time, which also bind Seller in Seller's capacity as a Marketplace user.

"Transaction" — a Buyer's purchase of a Buyer License to a Listing through the Marketplace.

"Valid Infringement Notice" — a notice of claimed infringement that substantially complies with 17 U.S.C. §512(c)(3) (or, for a non-copyright right-of-publicity or trademark claim, that identifies the claimant, the right claimed, the Listing, and a good-faith basis for the claim).

2. Structure of the Relationship: Seller as Licensor, Code Recycle as Limited Payment Collection Agent

2.1 Seller is the licensor. Each Buyer License is granted directly by Seller to Buyer, in Seller's own name, on the licence terms Seller specifies for that Listing (or the Marketplace's standard buyer-licence template, where Seller elects to use one under Section 7.2). Code Recycle is not a party to the Buyer License, is not the licensor of Seller's Listings, and takes no ownership interest or exclusive right in Seller's Listings. The only rights Code Recycle holds in a Listing are the Platform License expressly granted under Section 6.

2.2 Appointment as limited payment collection agent. Seller appoints Code Recycle as Seller's limited, disclosed agent, for the sole purpose of collecting, processing, and remitting payment from Buyers for Transactions, through the Payment Processor. This appointment is an agency for payment collection and remittance only. It does not make Code Recycle a party to, a guarantor of, or a co-licensor under any Buyer License. It does not make Code Recycle the seller of record for a Listing for any purpose other than the collection of payment. No other agency, partnership, joint venture, or employment relationship is created by this Agreement or by this appointment — see Section 12.1.

2.3 Effect of payment to Code Recycle. A Buyer's payment to Code Recycle (through the Payment Processor), in the amount and on the terms disclosed to Buyer at checkout, constitutes payment to Seller and satisfies Buyer's payment obligation to Seller to the same extent as if Buyer had paid Seller directly. From the moment of collection, funds received for a Transaction are Seller's funds, held and processed by Code Recycle solely in its capacity as Seller's payment collection agent, net of the platform fee under Section 8. They are not Code Recycle's property and are not general assets of Code Recycle.

2.4 No money transmission; no escrow represented. This Agreement does not constitute Code Recycle a bank, trust company, or escrow agent, and nothing here should be read as Code Recycle holding itself out as licensed to transmit money for others beyond what this limited payment-collection-agency structure and applicable exemptions permit. In practice each Transaction is processed by the Payment Processor as a charge settled on behalf of Seller's connected account, with Code Recycle's platform fee deducted at the time of the charge; Seller's proceeds never rest in Code Recycle's own balance. that I do not have and should not assume — surfaced as a required confirmation, not resolved here.]**

2.5 Tax-collection statutes are not overridden by this label. Several states, including California, impose a duty on a "marketplace facilitator" to collect and remit sales/use tax on marketplace transactions based on statutory criteria, independent of how the parties privately characterize their relationship. Section 2.2's "limited payment collection agent" language is drafted for money-transmission and consumer-protection purposes; it does not by itself resolve whether Code Recycle has a marketplace-facilitator sales-tax collection obligation in any given state. See Section 12.2 and Drafting Note 9.

3. Onboarding, Listings, and the Attestation Gate

3.1 Per-listing representations. Before a Listing may be offered for sale, Seller must complete the Attestations required for that Listing's Asset Class. Each Attestation Seller affirmatively accepts for a specific Listing is a representation and warranty Seller makes to Code Recycle under this Agreement, made fresh as of that Listing's submission — not a one-time, account-level promise, and not satisfied by having accepted the Attestations for a different Listing.

3.2 Evidentiary record. For each Listing's Attestation submission, Code Recycle records: the specific Attestation keys accepted, the Attestation Version, a SHA-256 hash of the exact Attestation text presented at that moment, the Account and the individual user who submitted it, and the submitting IP address and user agent. That record is Seller's acknowledgment of, and agreement to, the specific text hashed, and stands as evidence of the representation actually made, regardless of any later change to the Attestation text — because the hash, not a bare version number, is what detects whether text was changed without a version bump.

3.3 Version changes don't require amending this Agreement. The Attestations are incorporated into this Agreement by reference, as in force at the time of each Listing's submission. If Code Recycle revises the Attestations, the revised text governs Listings submitted on or after the revision's effective date; a Listing submitted under an earlier version remains governed by the representations actually made at that time, as evidenced under Section 3.2. A revision to Attestation wording does not itself amend this Agreement.

3.4 Reliance. Seller acknowledges that Code Recycle relies on the Attestations in permitting a Listing to be offered for sale, that Code Recycle has no independent means of verifying most of what an Attestation represents, and that this reliance is a basis for the indemnity in Section 9.

3.5 Fail-closed. A Listing in an Asset Class for which the Attestations are incomplete, or in an Asset Class Code Recycle does not yet recognize, may not be offered for sale. There is no default or fallback attestation set.

3.6 Real-person likeness/voice is a fork, not a blanket denial. For an Asset Class where no_real_person_likeness applies, Seller must accept exactly one of two mutually exclusive Attestations for that Listing: no_real_person_likeness (Exhibit A), if the Listing in fact uses no real, identifiable person's name, voice, image, or persona; or real_person_licensed_replica (Exhibit A), if it does and Seller holds the release Section 5.2 requires. A Listing may not be submitted under no_real_person_likeness merely because Seller has no other truthful option — that Attestation is available only where it is factually true. This fork exists specifically so a Seller with a genuine, compliant release has a truthful path through onboarding, rather than being forced to either misattest or not list at all.

4. AI-Generated Content

4.1 Disclosure requirement. If a Listing, or any material part of it, was produced without the kind of human authorship that copyright law requires for protection — including material generated by an AI system without the modification, arrangement, selection, or other creative human contribution the law requires — Seller must disclose that fact on the Listing before it is offered for sale.

4.2 No misrepresentation of rights conveyed. Seller may not describe, market, or represent a Listing, or any part of it, that lacks qualifying human authorship as conveying "exclusive rights," "copyright," "all rights reserved," a copyright assignment, or any similar characterization implying Seller holds or is conveying a copyright interest in that material. There is nothing to assign or exclusively license in material that is not copyrightable subject matter. A Listing of this kind may be described only as: (a) a conveyance of the specific delivered output, together with Seller's representations under Section 3 (in particular ownership, no-third-party-infringement, and disclosure accuracy); and, where applicable, (b) a licence limited to whatever human-authored elements — original selection, arrangement, accompanying documentation, or human-written code — independently qualify for copyright protection, clearly distinguished from the non-authored material.

4.3 Why this matters commercially, not just doctrinally. Selling AI-generated material under language implying exclusive ownership when none exists is not merely a copyright labeling problem — it risks being an unfair or deceptive trade practice, because the Buyer is being told they are purchasing something (an exclusive, ownable right) that does not exist to be sold. Section 4.2's restriction on language is meant to prevent that independently of the underlying IP analysis.

4.4 This does not prohibit selling AI-generated content. Nothing in this section bars Seller from listing material with no qualifying human authorship — only from mischaracterizing what is being conveyed. See Drafting Note 13 on the residual exposure this still leaves.

5. Content Standards

Every Listing must comply with the following, in addition to the Attestations:

5.1 Absolute prohibitions. No malware, no intentionally harmful or destructive code, no undisclosed install-time scripts, no sexual content, no content sexualizing minors, and nothing designed to harass, defraud, or impersonate.

5.2 Real-person likeness and voice. A Listing may not use, imitate, or evoke the name, voice, image, or persona of a real, identifiable person — living or dead, public figure or private individual — unless Seller holds a documented release meeting all of the following, and has accepted the real_person_licensed_replica Attestation for that Listing under Section 3.6 rather than no_real_person_likeness. A Seller who cannot truthfully accept real_person_licensed_replica may not list the content under this Section, regardless of what they believe about their release's validity — the Attestation is Seller's own representation that the release satisfies (a)–(d) below, not Code Recycle's finding that it does:

(a) Consent in fact. The individual (or the party in (c), if deceased) gave free, voluntary, informed, written consent to the specific licensing and commercial use contemplated by the Listing — not a general or unrelated release.

(b) Digital-replica-specific requirements (Cal. Labor Code §927). Where the release purports to authorize a "digital replica" of an individual who provides personal or professional services under a services agreement or a collective bargaining agreement, the release must include a reasonably specific description of the intended uses of the digital replica, and the individual must have been represented by legal counsel or, where applicable, a labor union representative, in negotiating the release. A release that does not meet these requirements is void under California law to that extent and may not be relied on. Seller certifies compliance with these requirements wherever they apply to the individual or the contract concerned, without geographic qualification.

(c) Deceased individuals (Cal. Civ. Code §3344.1 / AB 1836). If the individual is deceased, the required consent must come from the individual's successor-in-interest as that term is used in Civil Code §3344.1, not merely from a studio, estate administrator, or other party lacking rights-holder status. Unauthorized use carries a statutory minimum of $10,000 per violation and the right persists for 70 years after death.

(d) Production on request. Seller must retain the release and produce it to Code Recycle within five (5) business days of a request. Failure to produce it on request is itself grounds for immediate takedown of the Listing pending production.

5.3 Not a California-only obligation. Right-of-publicity and unauthorized-digital- replica laws vary by state, and at least one state's version carries criminal exposure for unauthorized commercial use of a person's voice or likeness (Tennessee's ELVIS Act, Pub. Ch. 588 (2024), a Class A misdemeanor). Seller's obligation under 5.2 is not limited to California law: Seller represents compliance with the right-of-publicity and digital-replica laws of every jurisdiction in which the Listing is offered for sale.

5.4 No existing-character derivatives. A Listing may not be a copy, derivative, or recognizable imitation of a character, world, or setting owned by someone else.

5.5 Licence compatibility. Any third-party or open-source material included must be under a licence permitting commercial redistribution, with notices intact, and must not include anything under a non-commercial, research-only, or copyleft licence that conflicts with the terms Seller is selling under.

6. Licence Seller Grants Code Recycle (the Platform License)

6.1 Grant. For as long as a Listing remains active, and for the limited post-termination purpose in 6.1(f), Seller grants Code Recycle a nonexclusive, worldwide, royalty-free licence to:

(a) host and store the artifact and Listing materials;

(b) reproduce, index, and display the Listing, including in search, browse, and recommendation surfaces, and in machine-readable form for automated agent Buyers;

(d) transmit and deliver the artifact to a Buyer who has acquired a Buyer License;

(e) sublicense to a Buyer solely the rights in (a)–(d), solely as necessary to effect delivery of, and Buyer's technical access to, the artifact Buyer has separately and directly licensed from Seller under Section 7. This is a delivery-and-access sublicence only. It grants a Buyer no substantive use, modification, or redistribution rights beyond whatever the Buyer License itself grants; those substantive rights come only from Seller's direct grant under Section 7, never from this clause;

(f) after a Listing is removed or Seller's Account is terminated, retain a copy of the artifact solely to continue fulfilling delivery and re-download access to Buyers who acquired a Buyer License before the removal or termination.

6.2 No broader right. The Platform License does not include a right to modify the artifact's substance, to relicense it to Buyers on terms other than Seller's stated Buyer License, or to use it for any purpose other than operating the Marketplace as described above. Consistent with the Terms of Service, it includes no right to use Seller's Listings to train a general-purpose AI model.

6.3 Analytical licence — how Code Recycle makes Seller's Listing findable and sellable. Seller grants Code Recycle a nonexclusive, royalty-free licence to analyse the Listing, including its source code, metadata, documentation, and the artifact itself, solely to operate and improve the Marketplace. That includes: search indexing, embedding generation and semantic retrieval; ranking, relevance, and recommendation; compatibility and dependency analysis; pricing guidance and comparable-listing analysis; quality, security, licence-conflict and duplicate detection; fraud and abuse detection; and aggregate reporting about the catalogue.

(a) This right runs to Seller's benefit as well as Code Recycle's. A Listing that cannot be indexed, embedded, compared, or ranked cannot be found, and a Listing that cannot be found cannot be sold — including by the automated agent Buyers the Marketplace is built for.

(b) Outputs are statistical, not expressive. Anything derived under this Section and surfaced outside Seller's own Listing — rankings, comparisons, aggregate statistics, quality signals, embeddings — may not reproduce Seller's protected expression beyond the excerpts and previews already permitted by 6.1(c).

(c) This is not a training licence. Section 6.2's exclusion controls: this Section does not permit use of Seller's Listing to train a general-purpose AI model.

6.4 Code Recycle's covenant not to compete with Seller's Listing using Seller's own material. This is an obligation Code Recycle owes Seller, not a right Code Recycle takes.

(a) The covenant. Code Recycle will not develop, publish, or sell a product that is Derived from Seller's Submission and competes with that Seller's active Listing.

(b) "Derived from Seller's Submission" means created with actual access to Seller's artifact or non-public Listing materials and substantially similar to the protected expression in them. Both elements are required.

(c) What is expressly not Derived. Independently developed work; anything created from publicly available sources, including Seller's own public repositories and published documentation; anything obtained from a third party with the right to supply it; and ideas, functionality, algorithms, interfaces, file formats, protocols, and other elements not protectable by copyright. Occupying the same product category as Seller is not, by itself, evidence of derivation. Code Recycle sells software, and the categories it sells in are not reserved by a Seller's presence in them.

(d) Provenance records, so this covenant can be tested rather than merely asserted. Where Code Recycle develops a first-party product in a category in which an active Seller Listing exists, Code Recycle will create and retain a contemporaneous record of that product's development sources and independent-development basis, and will produce that record to Seller on reasonable request in connection with a good-faith claim under this Section. A covenant that cannot be evidenced is a covenant that gets litigated instead of honoured; this subsection is the mechanism that makes 6.4(a) provable, and it binds Code Recycle at the time of development rather than after a dispute.

(e) Survival. This Section survives termination as to any Submission Code Recycle received while this Agreement was in force.

6.5 Optional derivative-rights buyout. Code Recycle may from time to time offer to acquire rights beyond those in this Section — including the right to create and sell derivative works of a Submission — under a separate, separately-priced written agreement.

(a) Entirely at Seller's option. Accepting or declining is Seller's choice alone. Declining is not a breach.

(b) No penalty for declining. Declining will not affect Seller's Listing's ranking, placement, eligibility, fee rate, payout timing, or standing on the Marketplace in any way. A buyout that costs a Seller something to refuse is not optional, and Code Recycle does not intend to offer one.

(c) No implied grant. Nothing in this Agreement grants derivative rights. They arise only from a signed buyout agreement, and only to the extent it states.

7. Licence Seller Grants Buyer (the Buyer License)

7.1 Direct grant. Each Buyer License is a direct, bilateral grant from Seller to Buyer. It is a separate legal instrument from this Agreement and from the Platform License. Code Recycle is not a party to it.

7.2 Licence text. Seller must specify, for each Listing, the licence terms under which the Buyer License is granted. Seller may either (a) supply Seller's own licence text, or (b) adopt the Marketplace's then-current standard buyer-licence template for third-party Sellers, where one is published. The Marketplace's standard templates are the Code Recycle Permissive Commercial License 1.1 (the Reserved lane), under which Seller is the Licensor named on the Listing, and the MIT or Apache-2.0 licences (the Open lane, always free). Whichever text applies, it is captured and version-locked into the Buyer's grant record at the moment of acquisition, exactly as the Permissive Commercial License is for first-party components.

7.3 Survivability — buyers must not lose what they bought. Whatever licence text Seller uses, it must state, and Seller represents that it does state, that:

(a) the Buyer License is perpetual (or for its stated term) and is not conditioned on Seller's continued participation in the Marketplace, Seller's Account remaining active or in good standing, or the continuation of this Agreement; and

(b) termination, suspension, or removal of Seller under Section 10 or 11 does not revoke, terminate, or impair a Buyer License already granted before the effective date of that termination, suspension, or removal.

A licence text that does not include (a) and (b) does not meet the requirements of this Agreement, and Seller remains responsible to Buyer and to Code Recycle for that gap even after Seller's departure from the Marketplace.

7.4 What Code Recycle does and does not stand in for. If Seller's Account is terminated, Code Recycle's own ongoing obligation to Buyers who hold a Buyer License is limited to continuing delivery and re-download access under Section 6.1(f). Code Recycle does not assume Seller's substantive obligations under the Buyer License itself (for example, a promised update stream or support entitlement that depends on Seller's continued performance); those lapse as between Seller and Buyer subject to the Buyer License's own terms and the Refund Policy. This split is deliberate — see Drafting Note 11.

8. Fees, Payment Timing, Refunds, Chargebacks, and Set-Off

8.1 Platform fee. Code Recycle retains a platform fee of ten percent (10%), or any lower rate in a written fee schedule Code Recycle publishes for a Seller, a class of Sellers, or a period of the price collected from Buyer for each Transaction. The remainder is Seller Proceeds.

8.1A Pricing. Seller sets the price at which each Listing is offered, subject to this Section 8's fee schedule and any minimum-price or pricing-format requirements Code Recycle publishes for the Marketplace generally. Code Recycle does not set, negotiate, or approve an individual Listing's price. This is deliberate: who controls price is one of the factors courts and marketplace-facilitator tax statutes use to distinguish a true agent/intermediary from a de facto reseller, and Seller-controlled pricing reinforces the posture Section 2 establishes.

8.2 Collection mechanism. Consistent with Section 2, funds Buyer pays for a Transaction are Seller's funds from the moment of collection, collected by Code Recycle solely as Seller's limited payment collection agent through the Payment Processor.

8.3 Payout timing. Code Recycle remits Seller Proceeds on a payout schedule of the Payment Processor's standard payout schedule for Seller's connected account, subject to the holdback described in 8.6.

8.4 Refunds. Where a Transaction is refunded under the Marketplace's Refund Policy for a reason attributable to Seller's Listing, artifact, or representations (including nondelivery, wrong product or version, corrupt delivery, materially false verification claims, incompatible delivered licence, undisclosed credentials or secrets, malware, takedown for infringement, or any breach of Section 3 or 5), the full refunded amount, including Code Recycle's platform fee on that Transaction, is charged back against Seller Proceeds — current balance first, future payouts if the current balance is insufficient.

8.5 Chargebacks. A card-network chargeback on a Transaction is Seller's responsibility. Code Recycle may deduct the disputed amount, plus any chargeback fee the Payment Processor or card network imposes, from Seller's current or future Seller Proceeds.

8.6 Set-off and holdback. Code Recycle may withhold, offset, or recover from any Seller Proceeds otherwise payable — current or future — amounts owed to Code Recycle under Sections 8.4, 8.5, 9 (indemnification), or 10 (costs arising from a takedown or repeat-infringer action), including reasonable defense costs it has actually incurred, before remitting the remainder. Where a claim against a Listing is pending, Code Recycle may place a reasonable holdback on future payouts attributable to that Listing until the claim is resolved. This is the primary practical mechanism by which Code Recycle actually recovers what Section 9 promises in principle — see Section 9.3.

Notice and dispute procedure for Section 9 amounts. Amounts offset under Sections 8.4 (refunds) and 8.5 (chargebacks) are self-verifying — the Payment Processor or card network has already determined them — and may be deducted without further process. Before offsetting an amount Code Recycle claims under Section 9 (indemnification), which is not self-verifying, Code Recycle will give Seller a written accounting of the claimed amount and a reasonable opportunity — no less than 10 business days — to dispute it, except where the claim has already been reduced to a settlement, judgment, or arbitral award, or where Code Recycle reasonably believes advance notice would materially prejudice its ability to recover.

8.7 Currency and fees. Seller Proceeds are calculated and paid in U.S. dollars. Seller is responsible for any currency-conversion cost and receiving-bank fees.

9. Indemnification

9.1 Seller's indemnity. Seller will indemnify, defend, and hold harmless Code Recycle, Olive Hill Group, LLC, and their officers, employees, and agents from and against any third-party claim, and any resulting loss, damage, settlement, and reasonable attorneys' fees, arising out of or relating to:

(a) actual or alleged infringement of a copyright, trademark, patent, trade secret, or other intellectual property right by a Listing;

(b) actual or alleged violation of a right of publicity, right of privacy, or name/image/likeness right, including under Cal. Civ. Code §3344, §3344.1, Cal. Labor Code §927, or the analogous law of any other state or country;

(d) violation of data-protection law or of rights in training data, personal data, or other data embedded in or used to produce the Listing;

(e) breach of any Attestation made under Section 3 or of Section 4 or 5;

(f) Seller's breach of this Agreement or violation of applicable law in connection with a Listing; and

(g) a defamatory or otherwise tortious statement in a Listing's own description or marketing copy that is attributable to Seller.

This indemnity does not extend to the portion of a claim, loss, or liability that arises from Code Recycle's own negligence, willful misconduct, or material breach of this Agreement. Where a claim arises from the conduct of both parties, this indemnity covers only Seller's proportionate share.

9.2 Procedure. Code Recycle will give Seller prompt notice of a claim within this indemnity. Code Recycle may assume control of the defense at Seller's expense, or permit Seller to defend with counsel reasonably acceptable to Code Recycle; either way, no settlement that admits fault on Code Recycle's part or imposes non-monetary obligations on Code Recycle may be entered into without Code Recycle's consent. Seller will cooperate as reasonably requested.

9.3 Recovery mechanism. Code Recycle may recover amounts owed under this Section 9 primarily through the set-off and holdback mechanism in Section 8.6, against Seller's current and future Seller Proceeds, in addition to any other remedy at law. Screening at listing time (Section 3) and takedown/suspension (Section 10) operate together with this Section to reduce the likelihood and size of a claim in the first instance.

(A frank discussion of this indemnity's practical limits against a thinly capitalized or judgment-proof Seller — useful for the owner's own risk assessment — is in Drafting Note 15, not in this operative text.)

10. Takedown, Suspension, and Repeat-Infringer Termination

Adversarial-review note: this section is the single binding source of the repeat- infringer mechanics — strike creation, lifecycle, thresholds, and consequences — for the whole Marketplace. CodeRecycle-DMCA-AND-TAKEDOWN-DRAFT.md §3 is a public-facing restatement of this section and must not diverge from it; where the two documents previously used different triggers and a different treatment of a rebutted, unsued counter-notice, that inconsistency has been resolved by adopting the more precise state machine below in both documents. See that document's Section 3 header note.

10.1 Purpose. This section is Code Recycle's policy for terminating repeat infringers, adopted and intended to be reasonably implemented as required to support a DMCA §512 safe harbor once Code Recycle's designated agent is registered with the U.S. Copyright Office. A policy this specific is deliberate: a vague "we may terminate repeat infringers" promise is difficult to actually enforce and undermines reliance on the safe harbor it is meant to support.

Scope beyond copyright, stated consciously. The "Valid Infringement Notice" this section acts on is defined in Section 1 to include a non-copyright right-of-publicity or trademark claim, not only a copyright claim. That is a deliberate design choice — one unified enforcement ladder is operationally simpler than three separate ones — made consciously here, not an accidental conflation. It does not mean a right-of-publicity or trademark strike confers or relies on DMCA §512 safe-harbor immunity; only a copyright-based Valid Infringement Notice does that. CodeRecycle-DMCA-AND-TAKEDOWN-DRAFT.md §4 explains why those claim types get no statutory notice-and-takedown immunity even though they can trigger a Strike under this contractual mechanism.

10.2 Takedown on a Valid Infringement Notice. On receipt of a Valid Infringement Notice concerning a Listing, Code Recycle will remove or disable access to that Listing expeditiously, notify Seller, and afford Seller the opportunity to submit a good-faith counter-notification consistent with 17 U.S.C. §512(g) where the claim is copyright-based. Where a timely, facially adequate counter-notification is received and the claimant does not pursue further action within the statutory window, the Listing may be reinstated.

10.3 Strikes — creation. A Strike is recorded against Seller's Account when Code Recycle receives a Valid Infringement Notice concerning a Listing, the notice is complete (or was completed after a clarification request), it identifies material actually present on that Listing, and the material is in fact removed or disabled as a result. The Strike is recorded at the moment of removal, not at the moment the notice arrives.

Aggravated Strike. Where the Valid Infringement Notice concerns a Listing for which Seller's Attestations under Section 3 affirmatively represented the absence of exactly the problem the notice raises, the Strike is an aggravated Strike, treated under 10.5 independently of the numeric threshold below.

10.3A Strike lifecycle — what a Strike becomes. Recording a Strike is not, by itself, a finding of infringement; it is Code Recycle acting on a facially compliant notice, which is what expeditious removal requires. What the Strike becomes, and whether it counts toward the threshold in 10.5, depends on what happens next:

Outcome	Effect on the count
No counter-notice filed within 14 days of removal	Final — counts toward the threshold.
Counter-notice filed; claimant does not sue within the statutory window; material restored under §512(g)	Rebutted-unlitigated — does not count toward the numeric threshold, but remains permanently visible in Code Recycle's records; see 10.3B.
Counter-notice filed; claimant sues within the statutory window	Sub judice — frozen; neither counted nor cleared until the litigation resolves.
A court or binding arbitral tribunal of competent jurisdiction later finds the Listing infringing or unlawful, or Seller admits the claim	Adjudicated — counts, regardless of any earlier rebutted-unlitigated marking for the same notice.

10.3B Rebutted-unlitigated strikes are tracked, not ignored. A rebutted-unlitigated Strike never counts toward the numeric threshold in 10.5. But a chronic pattern — always counter-noticing, never sued — is itself a signal worth a human looking at, independent of the copyright merits of any one notice. Five or more rebutted-unlitigated Strikes against the same Account within a rolling 6-month window trigger mandatory human review under the same process 10.5's numeric threshold requires, and may support suspension or termination for cause under Section 11.3 independent of the ordinary Strike count, if the review concludes the pattern reflects bad-faith listing conduct rather than genuinely disputed claims.

10.4 Rolling window. Each final or adjudicated Strike is counted, and ages out of the threshold in 10.5, individually — 12 months after it is recorded, not on a fixed calendar date and not all at once for an Account on some anniversary.

10.5 Consequences.

First Strike (final or adjudicated): the specific Listing is removed; Seller receives a written warning identifying the notice and the Listing; Seller must reaffirm the current Attestations for every other active Listing within 5 business days, or those Listings are suspended pending reaffirmation.

Second Strike (final or adjudicated) within the rolling window: Seller's entire Account is suspended — all Listings hidden from sale, no new Listings may be submitted — for a minimum of 30 days, with reinstatement conditioned on Code Recycle's review.

Third Strike (final or adjudicated) within the rolling window, or any single aggravated Strike under 10.3: Seller's Account is suspended immediately, pending mandatory human review — not a fully automated action; the stakes (loss of all listings and future income, reputational harm, a plausible breach-of-contract claim if wrongly applied) are too high for a silent, automated trigger. Absent a specific, documented reason found during that review, the Account is permanently terminated as a Seller within a reasonable time after suspension. Seller is ineligible to re-register under the same or a related identity. Amounts owed to Code Recycle under Section 8.4–8.6 or Section 9 as a result of the underlying claim are recovered from any Seller Proceeds otherwise payable.

10.6 Good faith. Code Recycle will not record a Strike based on a notice that is facially deficient (does not meet the elements of a Valid Infringement Notice) or that Code Recycle has actual knowledge is made in bad faith.

10.7 Not exhaustive. Nothing in this section limits Code Recycle's rights under Section 11 to suspend or terminate Seller for conduct outside the copyright/infringement context this section addresses.

11. Term and Termination

11.1 Term. This Agreement is effective when Seller accepts it (electronically, at Account onboarding or first Listing submission) and continues until terminated under this Section.

11.2 Termination for convenience. Either party may terminate this Agreement on 30 days' written notice. Termination for convenience does not itself remove Listings already sold and delivered, and is subject to Section 7 (buyer license survival) and Section 8 (financial true-up).

11.3 Immediate termination for cause. Code Recycle may suspend or terminate this Agreement and Seller's Account immediately, without the notice period in 11.2, for: a Strike sequence reaching the threshold in Section 10.5; fraud; malware or intentionally harmful code; a breach of Section 5.2 (real-person likeness/voice without a qualifying release); credential compromise; a sanctions or export-control violation; a court order or legal requirement; or Seller's insolvency, bankruptcy, or assignment for the benefit of creditors.

11.4 Effect of termination. On termination, Seller's active Listings are removed from sale. Outstanding financial obligations are resolved under Section 8, including any set-off or holdback under Section 8.6.

11.5 Buyers are not affected. Termination of this Agreement, for any reason, does not revoke, terminate, or impair a Buyer License already granted before the termination's effective date. Code Recycle's limited post-termination Platform License under Section 6.1(f) survives specifically to keep that promise operational — so Buyers can still receive and re-download what they already licensed even after Seller is gone.

11.6 Survival. Sections 3.1–3.2 (representations made and their evidentiary record), 4 (AI-generated content), 5 (content standards), 6.1(f), 7.3–7.4, 8.4–8.7, 9, 10.5 (financial consequences), 12 (taxes), 13 (general representations), 14, and 15 survive termination of this Agreement. Termination does not extinguish liability for a breach — of Section 4, 5, or 13, or any other provision — that occurred before the termination's effective date.

12. Independent Contractor Status; Taxes

12.1 No employment, partnership, or general agency. This Agreement does not create an employment, partnership, joint-venture, franchise, or general agency relationship between the parties, and creates no agency at all beyond the limited payment-collection agency expressly granted in Section 2.2. Seller is an independent contractor with respect to Code Recycle, is solely responsible for Seller's own business operations, and has no authority to bind Code Recycle to any obligation.

12.2 Taxes. Seller is solely responsible for income tax on Seller Proceeds and for any sales, use, VAT, GST, or similar transaction tax legally imposed on the sale of Seller's Listings, except to the extent Code Recycle is itself required by a marketplace- facilitator statute or similar law to collect and remit such tax — in which case Code Recycle will do so and account to Seller accordingly. Seller must provide accurate tax information (e.g., Form W-9 or W-8, or equivalent) on request and cooperate with any tax reporting Code Recycle is required to perform (e.g., Form 1099-K). As of the Effective Date Code Recycle does not collect or remit transaction taxes on Seller's behalf in any jurisdiction; if that changes, Code Recycle will say so here before it does.

12.3 No benefits. Seller is not eligible for any employee benefit Code Recycle may offer its own personnel.

13. General Representations

Seller represents and warrants, as present facts as of the date each representation is made: that Seller has the authority to enter this Agreement (and, if accepting on behalf of an organization, is authorized to bind it); and that Seller is not located in, or a national of, a country or region subject to comprehensive U.S. sanctions, and is not identified on a restricted-party list administered by the U.S. government.

Seller covenants that Seller will comply with applicable export-control and sanctions law in connection with each Listing for so long as this Agreement is in effect — an ongoing obligation, breached anew if it ceases to be true for any Listing, not a promise satisfied once as of signing.

14. Disclaimers; Limitation of Liability (Code Recycle to Seller)

14.1 The Marketplace is provided "as is." Code Recycle disclaims, to the maximum extent permitted by law, implied warranties of merchantability, fitness for a particular purpose, and noninfringement with respect to the Marketplace itself.

14.2 To the maximum extent permitted by law, Code Recycle's aggregate liability to Seller arising out of or relating to this Agreement is limited to the greater of (a) the platform fees Code Recycle actually retained from Seller's Transactions in the twelve months preceding the claim, or (b) one hundred dollars. Neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, or for lost profits or lost data. Nothing in this section limits liability for fraud, willful misconduct, or anything that cannot lawfully be limited. This mirrors the liability cap used in the Terms of Service and the Permissive Commercial License for consistency; see Drafting Note 12 — it was not explicitly requested and is a judgment call.

15. General

15.1 Governing law. California, without regard to conflict-of-laws rules. 15.2 Venue. State and federal courts in Los Angeles County, California. 15.3 No arbitration clause. This Agreement deliberately does not include a mandatory arbitration or class-action-waiver provision. That text is reserved for the owner to write and, when written, should be reconciled across this Agreement, the Terms of Service, and any other Marketplace agreement so the dispute-resolution posture is consistent. 15.4 Assignment. Seller may not assign this Agreement without Code Recycle's consent; Code Recycle may assign it in connection with a merger, acquisition, or sale of substantially all relevant assets. 15.5 Order of precedence. Where a conflict exists: (1) a signed written agreement between the parties that expressly varies this Agreement; (2) this Agreement; (3) the Attestation record for the specific Listing at issue (Section 3.2); (4) the Terms of Service; (5) the Listing page. 15.6 Amendment. Code Recycle may update this Agreement with reasonable notice; material changes apply prospectively. Section 3.3 separately governs Attestation-text updates, which do not require an amendment under this section. 15.7 Severability; no waiver; entire agreement apply in the ordinary way. This Agreement, together with the Attestation record and the Terms of Service, is the entire agreement between the parties on its subject matter. 15.8 Notices. by email to support@coderecycle.ai, and by email to the address on Seller's account

16. Acceptance

Seller accepts this Agreement electronically at Account onboarding (and, where the Marketplace requires reaffirmation, again at points it specifies). Acceptance is recorded with a timestamp and the accepted version of this Agreement, on the same evidentiary pattern used for Attestations (Section 3.2) and for Terms of Service acceptance.

Exhibit A — Attestations (as of Attestation Version 1.0)

Reproduced here for readability only. The operative representations are those in force, version-locked and hashed, at the time each specific Listing is submitted (Section 3); this Exhibit is not itself amended when the underlying Attestation text is revised, and a discrepancy between this Exhibit and the live, hashed record is resolved in favor of the live record.

Key	Applies to	Text
`ownership`	all	I own this work or hold all rights necessary to license it for commercial use, and licensing it here breaches no agreement I am bound by, including any employment or contractor agreement.
`no_third_party_infringement`	all	This work does not infringe anyone's copyright, trademark, patent, or trade secret.
`license_compatibility`	all	Any third-party or open-source material included is under a licence permitting commercial redistribution, its notices are intact, and I have not included anything under a non-commercial, research-only, or copyleft licence that would conflict with the terms I am selling under.
`no_real_person_likeness`	ai_character, voice, avatar_or_world, prompt_or_persona	This does not use, imitate, or evoke the name, voice, image, or persona of any real, identifiable person — living or dead — including public figures, performers, and characters closely associated with a specific performer.
`real_person_licensed_replica`	ai_character, voice, avatar_or_world, prompt_or_persona	This Listing uses the name, voice, image, or persona of a real, identifiable person. I hold a documented release that satisfies Seller Agreement §5.2, including — where the release covers a digital replica within the meaning of Cal. Labor Code §927 — that §927's requirement of a reasonably specific description of intended use and representation by counsel or a union was met. I will produce that release to Code Recycle within the time Section 5.2(d) states, on request. (Mutually exclusive with `no_real_person_likeness` — see Section 3.6.)
`voice_provenance`	voice, ai_character	Every voice included is fully synthetic, or was recorded by a person who gave me written, informed consent to license their voice commercially and to synthesize from it. No voice was cloned from audio I did not have the right to use for that purpose. Where the voice is a digital replica within the meaning of Cal. Labor Code §927, I have also accepted `real_person_licensed_replica` above and the consent I obtained satisfies §927's requirements, not merely a general written consent.
`provider_terms`	ai_character, voice, avatar_or_world, prompt_or_persona, dataset	I created this consistently with the terms of every tool and model provider I used, and none of those terms prohibit my selling or redistributing the result.
`no_existing_character_ip`	ai_character, avatar_or_world, prompt_or_persona	This is not a copy, derivative, or recognizable imitation of a character, world, or setting owned by someone else.
`training_data_rights`	voice, dataset, ai_character	Any data or media I trained on, fine-tuned with, or embedded, I had the right to use for that purpose, and it contains no personal data I lack a lawful basis to hold.
`no_prohibited_content`	all	This contains no sexual content, no content sexualizing minors, no malware or intentionally harmful code, and nothing designed to harass, defraud, or impersonate.
`disclosure_accuracy`	all	Everything I have stated on this listing is accurate, including what it does, what it is built from, and any verification claims.
`responsibility`	all	I understand Code Recycle is relying on these statements, that I am responsible for them, and that a listing may be removed and my account closed if any prove untrue.

These terms may change. Material changes are posted here with a revised version and date, apply prospectively, and never narrow a licence grant already issued.