Marketplace & Protected Payments Agreement

1. About this Agreement

This Marketplace & Protected Payments Agreement (the “Agreement”) is a binding contract between Rovvi (“Rovvi,” “we,” “us”), which operates the Rovvi AI Ambassador marketplace and the Protected Payments (escrow) service at rovvi.dev (the “Platform”), and you, as a participant in one or more of the roles defined below. By creating an account, funding or accepting a phase, or otherwise using the Platform, you agree to this Agreement. If you are entering into it on behalf of a company, you represent that you are authorized to bind that company.

This Agreement supplements, and is in addition to, Rovvi's general Terms and Privacy Policy. If there is a conflict about marketplace transactions or payments, this Agreement controls.

2. Definitions

• Customer — a person or business that seeks AI help and funds work through the Platform.
• AI Advisor (“Advisor”) — an independent provider who is matched with a Customer to deliver AI work.
• Project Manager (“PM”) — an optional independent third party engaged to help run a project.
• Participant — any Customer, Advisor, or PM.
• Engagement — a project relationship between a Customer and an Advisor (and optionally a PM).
• Phase — a scoped unit of work within an Engagement, with a fixed price (minimum $250).
• Protected Payment / Escrow — Rovvi's holding of a Customer's phase payment and its release only on the sign-offs described in Section 9.
• Stripe — Stripe, Inc., our third-party payment processor and provider of connected-account onboarding, identity verification, and payouts.
• Deliverable — the work product an Advisor provides for a Phase.

3. Rovvi's role

Rovvi provides the Platform that matches Customers and Advisors, hosts communication, and operates the Protected Payments service. Rovvi is not a party to the Engagement or the work itself. Advisors and PMs are independent, not Rovvi's employees or agents; Rovvi does not perform, supervise, guarantee, or warrant any Deliverable. Rovvi is not a bank, and it holds funds only as a payment facilitator through Stripe as described in Section 9. Where Rovvi mediates a dispute (Section 12), it does so as a neutral facilitator, not as an advocate for either side.

4. Accounts & identity verification

• You must provide accurate account information and keep it current. You are responsible for activity under your account.
• Payout verification (Advisors and PMs). Before you may request or receive any payment, you must complete identity verification through Stripe: an individual verifies a government photo ID (e.g., driver's license) and personal details; a company provides its EIN and business details; and a bank account is confirmed for payouts. Rovvi stores only the verification status Stripe reports — Rovvi does not receive or store your ID document, SSN, or full EIN. Until verification is complete, no phase may be funded to you and no payout may be made.
• Security. Participants who store materials on Rovvi's servers must enable a password and two-factor authentication (e.g., Google or Microsoft Authenticator). You are responsible for safeguarding your credentials.
• You must be at least 18 and legally able to contract.

5. Customer responsibilities

• Describe your needs honestly and provide the materials, access, and timely feedback an Advisor reasonably needs.
• Agree the scope and price of each Phase before funding it, and fund Phases through the Platform (Section 9).
• Review each Deliverable and, acting reasonably and in good faith, either approve it or raise an issue within the review period. Do not unreasonably withhold approval of work that meets the agreed scope.
• Pay only through the Platform; do not seek to move a Platform-originated relationship off-platform to avoid fees (Section 16).
• You are responsible for how you use any Deliverable and for your own legal and regulatory compliance.

6. AI Advisor responsibilities

• Only offer work you are qualified and able to deliver; describe your experience truthfully.
• Complete identity/payout verification (Section 4) before requesting payment.
• Define each Phase with a clear scope, price (minimum $250), and deliverable, and deliver work that conforms to it.
• Mark a Phase “delivered” only when the work is genuinely complete, and respond promptly to reasonable revision requests within the agreed scope.
• Comply with applicable law, respect third-party rights and licenses, and disclose material use of subcontractors or third-party services.
• Maintain the confidentiality of Customer materials (Section 14) and deliver the agreed IP rights on payment (Section 13).

7. Project Manager responsibilities

A PM is optional and joins an Engagement only if the Customer or the Advisor requests one. When engaged, a PM:

• Represents their qualifications truthfully (including PMP or other certifications and the project-management methods offered).
• Completes identity/payout verification (Section 4) before receiving payment, and is paid as a fee added on top of the project (Section 10).
• Coordinates the Engagement in good faith and neutrally; a PM does not thereby become responsible for the Advisor's Deliverables unless separately agreed.
• Is subject to the same rating, confidentiality, and conduct obligations as other Participants.

8. Engagements & phases

• Work is organized into Phases. Each Phase has a written scope, a fixed price, and a minimum of $250.
• Before a project begins, each party signs the per-project agreement for their role (Customer, AI Advisor, and Project Manager if used), which incorporates this Agreement.
• A Phase proceeds: proposed → funded → delivered → (approved) released, or is refunded/disputed as set out below.
• The Customer and Advisor are responsible for agreeing scope; Rovvi does not set or judge scope except during mediation.

9. Protected Payments & escrow

• Fund. The Customer funds a Phase before the work is accepted. Funds are captured by Rovvi through Stripe and held — they do not go to the Advisor at this stage.
• Deliver. The Advisor performs the work and marks the Phase delivered.
• Release on dual sign-off. Held funds are released to the Advisor only when both the Advisor has marked the Phase delivered and the Customer has approved it. Release is then made promptly, less the fee in Section 10.
• Held, not owned. Funds held in escrow are not Rovvi's property and are not the Advisor's until released; they are held for the Engagement.
• Payout timing. After release, Stripe pays out to the Advisor's (or PM's) connected account on Stripe's standard schedule; timing may vary by bank and verification status.
• Payment processing, connected accounts, and payouts are provided by Stripe and subject to the Stripe Connected Account Agreement.

10. Fees

• Platform fee. Rovvi charges a platform fee of 15% of each released Phase, deducted from the Advisor's payout. The Customer pays the stated Phase price and no separate platform fee. The fee may be varied for specific Advisors on notice.
• PM fee. If a PM is engaged, the PM's fee is added on top of the project and funded by the Customer as a separate escrow line; Rovvi's platform fee applies to the PM's payout as it does to an Advisor's.
• Processing costs. The platform fee is inclusive of ordinary Stripe processing costs on the release. Certain pass-through costs (e.g., disputes, instant-payout surcharges) may be borne by the responsible Participant as described here or at checkout.
• Fees are exclusive of any taxes (Section 17).

11. Refunds & cancellations

• Before release. A Phase that is funded but not yet released may be refunded to the Customer (in whole or in part), for example on cancellation or as a mediation outcome. Because the funds are still held, this is a direct refund of the original charge.
• Processing fee on refunds. Payment processors generally do not return their processing fee on a refunded charge; unless stated otherwise at checkout, a refund returns the Phase price less the non-recoverable payment-processing fee.
• After release. Once a Phase is released and paid to the Advisor, it is final except where a reversal is required by a mediation decision, a chargeback, or law. Reversing a released payment may require recovering funds from the Advisor's account.
• Cancellation. Either party may cancel an Engagement for Phases not yet delivered; released Phases are not undone by cancellation.

12. Disputes & mediation

• Raise an issue. Instead of approving a delivered Phase, a Customer (or either party) may raise an issue. The Phase's funds are then frozen — not released and not refunded — while the dispute is resolved.
• Rovvi mediation. Rovvi will review the agreed scope, the Deliverable, and the on-Platform record, and work with both sides toward a fair resolution. Rovvi acts as a neutral facilitator, not as a representative of either party.
• Outcomes. A mediation may result in additional work and approval, a full release, a partial release for work genuinely delivered, or a refund of held funds. Rovvi will execute the agreed or determined outcome on the held funds.
• Good faith. Participants agree to engage in mediation in good faith before pursuing outside remedies. A Rovvi mediation determination as to the release, partial release, or refund of the held funds for the disputed Phase is final and binding on the Participants with respect to those held funds.
• Chargebacks. Initiating a card chargeback instead of using the dispute process may be treated as a breach; Rovvi may participate in the chargeback and suspend accounts pending resolution.

13. Intellectual property

• Unless the parties agree otherwise in writing, upon full payment for a Phase, the Advisor assigns to the Customer the Advisor's rights in the Deliverable for that Phase, excluding the Advisor's pre-existing and general-purpose tools, know-how, and third-party or open-source components, for which the Advisor grants the Customer a license as needed to use the Deliverable.
• Until full payment, the Advisor retains all rights in the Deliverable.
• Each party retains ownership of the materials it brings. The Customer grants the Advisor a limited license to use Customer materials only to perform the work.

14. Confidentiality, privacy & data

• Contact details are kept on-Platform; Participants agree not to publish or misuse another Participant's information.
• Each Participant will keep the other's non-public materials confidential and use them only for the Engagement.
• Rovvi processes personal data per its Privacy Policy. Rovvi's design minimizes storage of Customer data; where a Participant chooses to store materials on Rovvi, the security requirements in Section 4 apply.

15. Independent contractors; no employment or agency

Participants are independent contractors with respect to one another and to Rovvi. Nothing here creates an employment, partnership, joint-venture, or agency relationship. No Participant may bind another or Rovvi.

16. Anti-circumvention

The Platform's value — matching, protected payments, tooling, and mediation — depends on transactions running through it. For twelve (12) months after a match, Participants agree not to solicit or arrange payment for Platform-originated work outside the Platform in order to avoid fees. This does not restrict relationships that predate the Platform or that arise independently of it.

17. Taxes

Each Participant is responsible for its own taxes. Advisors and PMs are responsible for reporting and paying taxes on amounts they receive, and for providing any tax information required (e.g., for U.S. information reporting such as 1099-K/1099-NEC as applicable). Prices are exclusive of taxes unless stated.

18. Warranties & disclaimers

The Platform is provided “as is” and “as available.” Rovvi disclaims all warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant any Deliverable, Advisor, PM, or Customer, or that the Platform will be uninterrupted or error-free. Participants deal with one another at their own risk.

19. Limitation of liability

To the maximum extent permitted by law, Rovvi will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or data. Rovvi's total liability arising out of or relating to the Platform or this Agreement will not exceed the greater of US$100 or the total platform fees Rovvi earned from you in the three (3) months before the event giving rise to the claim.

20. Indemnification

Each Participant will defend, indemnify, and hold harmless Rovvi from claims, losses, and expenses arising from that Participant's use of the Platform, its Deliverables or materials, its breach of this Agreement, or its violation of law or third-party rights.

21. Suspension & termination

You may stop using the Platform at any time, subject to completing or resolving open Phases. Rovvi may suspend or terminate access for breach, risk, fraud, chargeback abuse, or failure to maintain verification. Provisions that by their nature should survive (including Sections 10–20 and 23) survive termination. Held funds at termination are handled per Sections 9, 11, and 12.

22. Changes to this Agreement

Rovvi may update this Agreement. Material changes will be notified through the Platform or by email, and take effect on the stated date. Continued use after that date is acceptance. If you do not agree, stop using the Platform and resolve any open Phases.

23. Governing law & dispute resolution

This Agreement is governed by the laws of the State of [your state], without regard to conflict-of-laws rules. Before pursuing any other remedy, the Participants will first use the mediation process in Section 12 in good faith. Any dispute not resolved there will be brought exclusively in the state or federal courts located in [your state], and each party consents to the personal jurisdiction of those courts. Nothing in this Section limits Rovvi's ability to seek injunctive relief.

24. Miscellaneous

• Entire agreement. This Agreement, with the documents it references, is the entire agreement on its subject matter.
• Severability. If a provision is unenforceable, the rest remains in effect.
• No waiver. A failure to enforce is not a waiver.
• Assignment. You may not assign this Agreement without Rovvi's consent; Rovvi may assign it to an affiliate or successor.
• Notices. Rovvi may give notice through the Platform or by email; notices to Rovvi go through the contact page.

25. Acceptance

By creating an account, funding or delivering a Phase, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to this Agreement in your applicable role(s). If you are acting for an organization, you represent that you are authorized to bind it.

Rovvi Marketplace & Protected Payments Agreement · Version 1.0 · July 4, 2026
Draft template — subject to legal review. © 2026 Rovvi. All rights reserved.