Last updated: July 2026
This Merchant & Seller Agreement ("Merchant Agreement") governs your use of UOVA's e-commerce and payment-facilitation features to sell products or services through a store you create, publish, or operate on the UOVA platform (a "Store"). It applies in addition to, and forms part of, the UOVA Terms of Service. If there is a conflict between this Merchant Agreement and the general Terms of Service with respect to selling activity, this Merchant Agreement controls.
You accept this Merchant Agreement when you enable payments on a Store, connect a payment account, or list any product for sale. If you do not agree, you must not enable payments or sell through the Service. In this Merchant Agreement, "you" and "Merchant" mean the individual or entity operating a Store; "Buyer" means an end customer who purchases from a Store; and "UOVA", "we", and "us" mean UOVA, Inc.
UOVA provides software, hosting, and a technical integration with our payment processor (Stripe, Inc.) that lets you accept payments from Buyers. UOVA is a technology and payment-facilitation platform. UOVA is NOT the seller, merchant of record, retailer, or manufacturer of any product or service sold through your Store.
Merchant of Record — You are the seller and merchant of record for every transaction on your Store. The contract of sale for goods or services is solely between you and the Buyer. Payments are processed as direct charges on your own connected payment account; funds from sales settle to your account, and UOVA does not take title to, hold, warehouse, ship, or take custody of your products or your Buyers' funds.
No Endorsement — UOVA does not endorse, guarantee, or assume responsibility for any product, service, representation, or content offered through any Store. Any dispute regarding a product — including quality, delivery, fitness, refunds, or warranty — is between you and the Buyer.
To accept payments you must complete onboarding with our payment processor, Stripe, and provide the identity, business, and banking information Stripe requires to verify you ("Know Your Customer" / KYC and anti-money-laundering checks). You authorize UOVA and Stripe to collect, verify, and share this information as needed to enable payments and comply with applicable law.
Stripe Connected Account Agreement — By enabling payments, you also agree to the Stripe Connected Account Agreement (including the Stripe Services Agreement), which is incorporated into this Merchant Agreement by reference. You are responsible for reviewing and complying with Stripe's terms and its list of prohibited and restricted businesses.
Accurate Information — You must provide accurate, current, and complete business, tax, and banking information, and keep it updated. Providing false information, or attempting to evade verification, is grounds for immediate suspension of payments and termination.
Eligibility — You must be at least 18 years old and legally able to enter into contracts. Stores may only be operated from, and ship to, jurisdictions we support. We may decline, suspend, or terminate any Merchant at our discretion, including where required by our payment processor, card networks, or applicable law.
UOVA charges a platform fee on sales made through your Store. This fee is how UOVA is compensated for providing the commerce, hosting, and payment-facilitation features.
Platform Fee — For each completed sale, UOVA deducts a platform fee calculated as a percentage of the goods subtotal (excluding shipping and taxes) at the time of the transaction. The applicable percentage is disclosed to you in your Store's payments settings before you enable payments and at the time you connect your payment account. By enabling payments you authorize UOVA to collect this fee automatically from each transaction via the payment processor (as an application fee) at the time the charge is processed.
Fee Changes — We may change the platform fee. We will provide advance notice of any increase through the Service or by email at least thirty (30) days before it takes effect. Your continued sale of products after the effective date constitutes acceptance of the revised fee. If you do not agree, you may stop selling and disable payments before the change takes effect.
Payouts — Payouts of your sales proceeds (net of the platform fee, payment-processing fees, refunds, and any chargebacks or reserves) are made to your connected account on the schedule set by the payment processor. Payout timing, holds, and reserves are governed by the payment processor's terms. UOVA does not control, guarantee, or accelerate payout timing and does not hold your funds.
Processing Fees — Payment-processing fees charged by Stripe apply in addition to, or in interaction with, the platform fee as configured for your account. Currency conversion, cross-border, and dispute fees may also apply per the payment processor's schedule.
Except where UOVA is required by law to act as a marketplace facilitator and expressly notifies you that it is collecting tax on a given transaction, you are solely responsible for determining, collecting, reporting, and remitting all taxes arising from your sales, including sales tax, use tax, VAT, GST, and any similar transaction taxes, in every jurisdiction where you have a tax obligation.
Tax Configuration — Automated tax calculation is available through your payment account but is off unless you enable and register for it. If tax calculation is not configured, transactions may complete without tax being collected, and you remain responsible for any tax due. UOVA does not provide tax advice; consult your own tax advisor.
Marketplace Facilitator Laws — Some jurisdictions impose sales-tax collection and remittance obligations on marketplace facilitators. Where UOVA is legally required to collect and remit tax on your sales as a facilitator, we will do so and will notify you; in all other cases the responsibility is yours. You agree to cooperate and provide any information (including tax identification and registration details) we or the payment processor reasonably require.
Information Reporting — Depending on your sales volume and jurisdiction, the payment processor may be required to file tax information returns (such as IRS Form 1099-K) and to collect your taxpayer identification information. You are responsible for the accuracy of the tax information you provide and for your own income-tax obligations.
You may only sell products and services that are lawful, that you are authorized to sell, and that comply with this Merchant Agreement, the payment processor's and card networks' rules, and all applicable laws. You may NOT use a Store to offer, sell, or facilitate any of the following:
This list is not exhaustive. We may refuse, remove, or restrict any product or Store, and may suspend or terminate any Merchant, that we reasonably believe violates this section, exposes UOVA or the payment processor to liability, or generates excessive disputes — with or without notice. You are responsible for obtaining any licenses, permits, or approvals your products require.
As the seller of record, you are responsible for your relationship with your Buyers and for compliance with consumer-protection, advertising, product-safety, labeling, shipping, and distance-selling laws that apply to your sales.
Required Store Policies — You must publish accurate and truthful policies on your Store before accepting payment, including your identity or business name and contact details, product descriptions and prices, shipping and delivery terms, and your refund, return, and cancellation policy. You must not make return, warranty, shipping, duty, or tax representations to Buyers that are inaccurate or that you do not honor.
Refunds and Returns — You are responsible for handling Buyer refunds, returns, and cancellations in accordance with your published policy and applicable law (including, where applicable, EU/UK distance-selling withdrawal rights). Refunds are issued through your payment account; when you issue a refund, UOVA's platform fee for that transaction is returned proportionally.
Fulfillment — You are responsible for fulfilling orders, delivering products, and providing customer support to your Buyers. Failure to fulfill orders or respond to Buyers may result in disputes for which you are liable and may lead to suspension.
You are financially responsible for all chargebacks, refunds, reversals, fines, penalties, and losses arising from your sales, including fraudulent transactions and disputes initiated by Buyers or card networks.
Recovery — If a chargeback, refund, reversal, fine, or negative balance results from your sales and cannot be recovered from your account balance, you agree to reimburse UOVA and the payment processor for the full amount, including any platform fee already paid to UOVA, plus associated fees. We may set off such amounts against your current or future proceeds, require a reserve, or pursue other lawful recovery.
Reserves and Holds — UOVA or the payment processor may place a reserve on, delay, or withhold payouts where reasonably necessary to cover anticipated chargebacks, refunds, or losses, or where required by risk, legal, or card-network requirements.
Excessive Disputes — Excessive chargebacks or disputes, or the sale of prohibited products, may result in immediate suspension or termination and may be reported to the payment processor and card networks.
Indemnification — You agree to indemnify, defend, and hold harmless UOVA and its affiliates from any claims, damages, losses, fines, penalties, and costs (including reasonable attorneys' fees) arising out of your Store, your products or services, your sales, your Buyer relationships, your tax obligations, your violation of this Merchant Agreement, or your violation of any law or third-party right.
You must comply with all applicable anti-money-laundering (AML), counter-terrorist-financing, economic-sanctions, and export-control laws. You represent and warrant that you, your business, your owners, and your products are not the subject of sanctions (including U.S. OFAC programs) and are not located in or ordinarily resident in a comprehensively sanctioned country or region, and that you will not use the Service to transact with prohibited persons or destinations or to launder proceeds of unlawful activity.
You authorize UOVA and our payment processor to perform identity, sanctions, and risk screening, and to suspend, hold, or terminate your account and payouts, or reverse transactions, as necessary to comply with law or our payment processor's or card networks' requirements. You agree to promptly provide any information we or the payment processor reasonably request for compliance, risk, or verification purposes.
When you operate a store, you collect and control personal data about your Buyers (such as their name, email, shipping address, and order details). With respect to that Buyer data, you are the data controller and UOVA acts as your service provider / processor, processing it on your behalf to provide the store, checkout, order, and communication features. Our Data Processing Agreement governs that processing and is incorporated into this Merchant Agreement.
Your Obligations — You are responsible for providing your Buyers with a compliant privacy notice, obtaining any required consents (including for marketing and cookies on your store), honoring Buyer data-subject requests, and complying with all privacy, consumer-protection, and marketing laws applicable to your sales and communications. You must not use Buyer data for unlawful purposes or in ways your Buyers would not reasonably expect.
Payment Data — Card and payment data is handled by our PCI-compliant payment processor; UOVA does not store full card numbers. You must not attempt to collect, store, or process raw cardholder data outside the payment processor's hosted flows.
We may suspend or disable payments on your Store, or terminate your ability to sell, at any time — including immediately and without prior notice — if you violate this Merchant Agreement, the payment processor's rules, or applicable law; if required by the payment processor, a card network, or a regulator; if your Store presents excessive disputes or fraud risk; or if you sell prohibited products.
Suspension or termination of selling does not by itself close your UOVA account or unpublish your non-commerce content, and does not relieve you of obligations that accrued before termination, including liability for chargebacks, refunds, taxes, and indemnification, which survive termination. Sections concerning fees owed, taxes, chargeback and loss liability, indemnification, and dispute resolution survive termination.
Questions about this Merchant & Seller Agreement, payouts, or selling on UOVA: