License & Terms of Service

Effective date: October 25, 2026
Last updated: October 25, 2025

Platform: SmartLogins Marketplace LLC (the "Platform", "we", "us", or "our")

User / Licensee: Any person or entity using the Platform ("you", "User", "Seller", "Buyer").

These Terms govern your access to and use of the Platform, where users may list, buy, auction and sell usernames, handles, and platform channels (e.g., Telegram, Instagram, YouTube) and related digital items. By registering, listing, bidding, selling, or otherwise using the Platform you accept and agree to these Terms.

1. Definitions

  • "Account" — your registered account on the Platform.
  • "Listing" — an offer by a Seller to sell or auction a username, handle, or channel.
  • "Username / Handle" — a username, handle, or short identifier associated with third-party services (Telegram, Instagram, YouTube, etc.).
  • "Channel" — a third-party hosted public or private channel or group (e.g., Telegram channel, YouTube channel, Instagram account).
  • "Transaction" — any completed sale, purchase, transfer, or auction settlement on the Platform.
  • "Escrow" — the Platform's mechanism for holding Buyer funds until required transfer conditions are met.
  • "Platform Fee (Commission)" — the fee the Platform retains from completed Transactions; the standard rate is 5% of the gross sale price, unless otherwise disclosed.
  • "Seller Proceeds" — sale price less Platform Fee and any applicable payment processing fees, taxes, or adjustments.
  • "External Platform" — Telegram, Instagram, YouTube, or any third-party service that hosts an account or channel being traded.

2. Eligibility; Account Registration

2.1 You represent and warrant you are at least 18 years old (or the age of majority where you reside) and have full legal capacity to enter into this Agreement.

2.2 You must register, maintain accurate information, and safeguard your credentials. You are fully responsible for all activity that occurs under your Account.

2.3 You consent to identity verification (KYC), anti-fraud, and sanctions screening as required by the Platform.

3. Scope of Services; License Grant

3.1 The Platform provides a marketplace to list, auction, buy and transfer Usernames and Channels and related functionality, including escrow, dispute handling, and payment settlement.

3.2 You are granted a limited, non-exclusive, revocable license to access and use the Platform for permitted marketplace activities under this Agreement.

3.3 Identity Verification and AML Compliance

(a) Legal Basis: SmartLogins complies with the U.S. Bank Secrecy Act (BSA), the Patriot Act, and applicable OFAC sanctions regulations. We implement Know Your Customer (KYC) and Anti-Money Laundering (AML) controls to detect and prevent fraud, terrorist financing, or sanctions evasion.

(b) KYC Verification: Users must submit verification information including, but not limited to, full legal name, date of birth, address, government-issued identification, and (for businesses) incorporation documents and authorized signatory details.

(c) Transaction Monitoring: SmartLogins monitors transactions for suspicious activity patterns.

(d) Suspension & Reporting: We reserve the right to suspend accounts, freeze funds, and report suspicious activity to FinCEN or other competent authorities.

(e) Sanctions Screening: No user may use the Platform if they appear on OFAC's SDN List or equivalent restricted-party lists.

(f) Recordkeeping: Records are maintained for a minimum of five (5) years after account closure.

4. Listings, Auctions & Transfer Mechanics

4.1 Listing Requirements: Sellers must only list Usernames/Channels they lawfully control and have the right to transfer.

4.2 Auction Mechanics: Listings may be fixed-price or auctioned. The highest valid bid at auction close wins subject to payment and transfer conditions.

4.3 Escrow & Settlement: Buyer funds are held in escrow until Seller completes the required transfer steps and Buyer accepts.

4.4 Transfer Procedures: The Seller is responsible for effecting the transfer of the Username/Channel to Buyer within the timeframe described on the Platform.

4.5 Escrow and Payment Settlement

(a) Operation of Escrow: SmartLogins uses an escrow mechanism to protect both Buyers and Sellers. Buyer funds are held by the Platform or a licensed third-party escrow agent until transaction conditions are met.

(b) Conditions for Release: Funds are released when:

  • Buyer confirms receipt of full control; or
  • Platform verifies successful transfer; or
  • Dispute window (48 hours) expires without dispute.

(c) Disputes During Escrow: If a dispute is raised, funds remain frozen pending internal review.

(d) Failed Transfers: If transfer verification fails, the Platform will return Buyer funds (less processor fees).

(e) Settlement Timing: Funds typically release within 3–5 business days after successful transfer confirmation.

5. Fees, Payments & Taxes

5.1 Platform Commission: The Platform collects a Platform Fee of 5% of the gross Transaction price.

5.2 Payment Processing Fees: Payment processor or blockchain transaction fees are separate and may be passed through to the relevant party.

5.3 Payouts: Seller Proceeds will be paid in accordance with the Platform's payout schedule.

5.4 Chargebacks & Disputes: In case of chargeback or reversal, the Platform may reverse payments or hold funds pending investigation.

5.5 Taxes: Users are responsible for all taxes arising from their Transactions.

Sample Fee Example:

  • Sale price: $1,000.00
  • Platform Fee (5%): $50.00
  • Payment processor fee: $25.00
  • Seller Proceeds: $925.00

6. Representations & Warranties

6.1 Sellers represent they have full legal right to list and transfer the Username/Channel and are not infringing third-party rights.

6.2 Buyers represent they are not acquiring items for unlawful purposes and will comply with External Platform rules.

7. Content, IP & Rights After Transfer

7.1 Intellectual Property: The sale of a Username/Channel transfers only the rights explicitly stated in the Listing and does not transfer copyrights or trademarks unless explicitly assigned in writing.

7.2 Third-Party Policies: The Platform is not liable if External Platforms block, suspend, or delete accounts after transfer.

8. Prohibited Conduct

You must not:

  • Offer to sell accounts you do not control
  • Engage in hacking, credential stuffing, or unauthorized access
  • Launder money or facilitate fraudulent transactions
  • List or trade illegal content
  • Circumvent Platform fees

9. Risk Allocation; Disclaimers

9.1 No Guarantee: The Platform does not guarantee External Platform acceptance of transfers.

9.2 "AS IS" DISCLAIMER: THE PLATFORM PROVIDES SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Indemnity

You agree to indemnify, defend and hold harmless the Platform from any claims, losses, damages, liabilities, and expenses arising out of your breach of these Terms, your Listings, or your violation of law or third-party rights.

11. Limitation of Liability

11.1 THE PLATFORM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.

11.2 THE PLATFORM'S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID BY YOU IN THE TWELVE (12) MONTHS BEFORE THE CLAIM.

11.3 Some jurisdictions do not allow certain limitations; in such cases certain limitations may not apply.

12. Dispute Resolution; Governing Law

12.1 Governing Law: These Terms are governed by the laws of the State of Delaware, U.S.A.

12.2 Arbitration Agreement

(a) Agreement to Arbitrate: Disputes shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA).

(b) Venue: Arbitration shall take place in Wilmington, Delaware, U.S.A., in English.

(c) Confidentiality: All arbitration proceedings shall remain strictly confidential.

(d) Costs: Each party shall bear its own attorneys' fees and costs.

(e) Consumer Opt-Out: If you are a consumer, you may opt out of this arbitration clause by sending written notice to legal@smartlogins.com within 30 days after first agreeing to these Terms.

12.3 Injunctive Relief: Either party may seek injunctive relief in court to prevent immediate and irreparable harm.

12.4 Statute of Limitations: Any action must be brought within one (1) year after the cause of action arose.

13. Privacy & Data

13.1 The Platform's Privacy Policy describes how personal information is collected and used.

13.2 The Platform may share necessary information with External Platforms, payment processors, and law enforcement as required.

14. Export Controls & Sanctions

You agree not to use the Platform in violation of U.S. export controls or sanctions. The Platform may refuse service or freeze accounts to comply with applicable sanctions or law enforcement requests.

15. Enforcement, Suspension & Account Termination

15.1 The Platform may suspend, limit, or terminate Accounts for violations, suspected fraud, or legal orders.

15.2 On termination, outstanding obligations survive.

16. Miscellaneous

16.1 Assignment: You may not assign this Agreement without our prior written consent.

16.2 Entire Agreement: These Terms constitute the entire agreement between you and the Platform.

16.3 Severability: If any provision is held invalid, remaining provisions remain enforceable.

16.4 Modification: The Platform may modify these Terms; material changes will be notified.

16.5 Notices: Official notices will be sent via registered email.

17. Special Rules — Crypto / On-Chain Transfers

17.1 If Transactions use blockchain tokens (e.g., TON) or NFTs, both parties acknowledge blockchain immutability and gas/transaction fees. The Platform is not responsible for blockchain network delays or irreversible transfers.

18. Remedies & Buyer Protection

  • Escrow protection: Platform holds Buyer funds until transfer conditions are satisfied.
  • Dispute process: Users must submit disputes within the specified timeframe.
  • Fraud: Platform may suspend suspected fraud and cooperate with law enforcement.

19. Notices & Contact

19.1 DMCA Compliance

SmartLogins Marketplace respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA).

DMCA Agent Contact Information:

Designated Agent: Legal Department – DMCA Compliance

Company: SmartLogins Marketplace, LLC

Address: SmartLogins LLC, Office (Rehoboth Beach), Seaside Ventures, 77 Boardwalk Plaza, Rehoboth Beach, DE 19971, USA

Email: dmca@smartlogins.com

For Legal Notices & Support:

Department: SmartLogins Marketplace Legal Dept.

Email: legal@smartlogins.com

Address: SmartLogins LLC, Office (Rehoboth Beach), Seaside Ventures, 77 Boardwalk Plaza, Rehoboth Beach, DE 19971, USA

20. Acknowledgement

By clicking "I agree," registering, listing, bidding, or transacting, you acknowledge that you have read and agree to these Terms, and that you have read the Privacy Policy.

Annex: Transaction Workflow

SmartLogins Marketplace Transaction Workflow

1. Listing Creation (Seller)

Seller registers, passes KYC verification, and lists the Username/Channel. Platform verifies control of the account.

2. Buyer Bidding / Purchase

Buyer places a bid or selects "Buy Now" and submits full payment to escrow.

3. Seller Transfer

Seller completes transfer and marks the transaction as "Delivered" with evidence.

4. Escrow Verification

SmartLogins verifies completion. Buyer reviews and accepts transfer within 48–72 hours.

5. Settlement

Platform releases payment to Seller minus the 5% Platform Fee and processor fees.

6. Dispute Handling

Either party may initiate a dispute within the defined period. SmartLogins mediates using evidence.

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