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This Smith Platform Agreement ("Agreement") is a binding contract between the individual or legal entity registering as a Smith ("Smith," "you," "your") and BladeHubs LLC, a Florida limited liability company ("BladeHubs," "Platform," "we," "us," "our"). This Agreement supplements and is supplemented by the BladeHubs Terms of Service ("TOS") and the BladeHubs Prohibited Items Policy ("PIP"), each of which is incorporated by reference. In the event of a conflict between this Agreement, the TOS, and the PIP, the provision most protective of BladeHubs controls. Read this Agreement in full before accepting. If you do not agree, do not list, quote, commission, or sell on the Platform.
1.1 Parties. If you apply to the Platform on behalf of a legal entity, you represent that you have authority to bind the entity and that all references to "Smith" include both you personally and the entity, jointly and severally. Every owner, principal, and authorized representative of a Smith entity is subject to the declarations in Section 4.
1.2 Acceptance. By submitting a Smith application, clicking to accept this Agreement, listing any item, submitting any quote, or accepting any commission on the Platform, you agree to be bound by this Agreement, the TOS, and the PIP.
1.3 Electronic Agreement. You agree that this Agreement and all associated electronic acknowledgments constitute a binding electronic agreement under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq., "ESIGN") and the Florida Electronic Signature Act (Fla. Stat. § 668.50). Your typed name, clicked checkbox, or other affirmative electronic acknowledgment has the full legal force of a handwritten signature. A dated record of your execution will be retained by BladeHubs and made available to you upon request.
2.1 Independent Contractor. Smith is an independent contractor and an independent business. Smith is not an employee, agent, partner, joint venturer, franchisee, representative, or servant of BladeHubs for any purpose, including without limitation federal and state income tax, employment tax, unemployment insurance, workers' compensation, wage-and-hour law, benefits eligibility, tort liability, or vicarious liability. Nothing in this Agreement creates an employment relationship, and Smith is not entitled to any employee benefits of any kind.
2.2 Economic Realities. The parties acknowledge and agree that the following facts, which Smith represents to be true, establish that Smith is an independent contractor under the Florida economic realities test, the Internal Revenue Service common-law multi-factor test, and any substantially equivalent analysis:
• Smith, not BladeHubs, controls the means, methods, schedule, location, tools, equipment, materials, heat-treatment processes, finishing techniques, packaging, and shipping of every item Smith manufactures or sells; • Smith provides all facilities, tools, equipment, raw materials, consumables, and supplies used in Smith's work, and bears the entire cost of same; • Smith bears sole opportunity for profit and sole risk of loss arising from Smith's work, including loss from under-pricing, material waste, defective work, customer disputes, and unsold inventory; • Smith sets Smith's own prices and negotiates directly with Customers (subject only to Platform mechanics such as quote submission); • Smith is free to work for other marketplaces, to sell directly, and to operate Smith's own business off the Platform, and BladeHubs does not restrict such activity (subject only to Section 16 regarding BladeHubs-sourced Customers); • BladeHubs does not train Smith, does not supervise Smith's work, does not provide work product review beyond platform dispute adjudication, and does not conduct performance reviews; • Smith's relationship with BladeHubs is non-exclusive and terminable by either party in accordance with Section 22; • Smith's services are not integral to BladeHubs' business; BladeHubs operates a marketplace and provides software infrastructure, not manufacturing.
2.3 No Authority to Bind. Smith has no authority to bind BladeHubs to any obligation, to make representations on behalf of BladeHubs, or to hold Smith out as an employee, agent, or partner of BladeHubs. Smith shall not use the BladeHubs name, logo, or marks except as expressly permitted in writing.
2.4 Misclassification Waiver and Indemnification. Smith waives any claim to employee status, employee benefits, reimbursement of business expenses, overtime, unemployment compensation, workers' compensation, or any other compensation or benefit available to employees under federal, state, or local law. Smith agrees to indemnify, defend, and hold BladeHubs harmless from any claim, audit, assessment, or liability of any kind (including attorneys' fees) arising from or related to any assertion that Smith is an employee rather than an independent contractor, or any assertion that Smith's own workers, contractors, or affiliates are employees of BladeHubs.
3.1 Application. To list or sell on the Platform, Smith must submit a complete application including true and accurate legal name, date of birth, business name (if any), business structure, business address, tax identification number (SSN or EIN, as applicable), and such other information as BladeHubs may reasonably require.
3.2 Government ID. Submission of a clear, current, and unexpired government-issued photo identification (state driver's license, state ID card, U.S. passport, or equivalent) is a mandatory condition of approval. Smith consents to BladeHubs' collection, retention, and use of that identification record for identity verification, fraud prevention, compliance, and response to lawful process. BladeHubs will handle the identification record in accordance with the Privacy Policy and applicable law.
3.3 Background Screening. Smith consents to BladeHubs conducting, at BladeHubs' discretion, identity verification, address verification, business registration verification, and screening against U.S. government restricted-party and sanctions lists (including the OFAC Specially Designated Nationals List, Entity List, Denied Persons List, Military End User List, and equivalent successor lists). BladeHubs' decision whether to conduct such screening is in BladeHubs' sole discretion and is for BladeHubs' own risk-management purpose; it does not create a duty owed to any Smith or to any third party.
3.4 Approval; No Guarantee. BladeHubs approves Smith applications in its sole discretion. Approval may be conditioned, delayed, declined, or revoked at any time. Approval does not constitute a representation of Smith's compliance with law or fitness to sell any particular item.
3.5 Misrepresentation. Any misrepresentation or omission in the Smith application or ID verification process is a material breach of this Agreement and constitutes fraud, subject to immediate termination, forfeiture of escrowed funds to the extent permitted by law, liquidated damages under Section 17, and referral to law enforcement.
Smith affirmatively declares, represents, and warrants, as of the date of acceptance of this Agreement and as of each subsequent listing, quote, commission acceptance, and shipment, that each of the following statements is true:
• Smith is at least eighteen (18) years of age and has full legal capacity to contract; • Smith has never been convicted of, pled guilty to, or pled nolo contendere to any felony in any jurisdiction (federal, state, local, tribal, military, or foreign), regardless of whether the felony directly involved weapons; • Smith is not currently under felony indictment, information, or complaint; • Smith is not subject to any domestic-violence restraining order, injunction for protection, or similar civil order that disqualifies or could disqualify Smith from possessing firearms or weapons under federal or state law; • Smith has not been adjudicated mentally defective or committed to a mental institution under any standard that would disqualify Smith from possessing firearms or weapons; • Smith is not a fugitive from justice, an unlawful user of or addicted to any controlled substance, an illegal alien, or a person dishonorably discharged from the armed forces; • Smith has not been convicted of any misdemeanor crime of domestic violence; • Smith is not listed on the OFAC SDN List, the Entity List, the Denied Persons List, the Unverified List, the Military End User List, the Debarred Parties List, or any equivalent U.S. or foreign restricted-party list; • Smith is not prohibited by any federal, state, local, tribal, or foreign law, regulation, court order, or administrative order from manufacturing, possessing, selling, transferring, shipping, or exporting edged weapons; • Smith has not been the subject of any civil judgment, settlement, or regulatory order arising out of the design, manufacture, or sale of any weapon that would materially impair Smith's ability to perform under this Agreement; • All information provided by Smith to BladeHubs, including identity, address, business structure, portfolio, biographical narrative, tier-qualifying history, and certifications, is true, accurate, and current.
4.2 Renewal at Each Transaction. Smith acknowledges that these declarations are not one-time representations made only at application. Smith re-affirms every declaration in this Section 4, as of the date and time, at the point of each of the following actions: each listing or listing renewal; each quote submission; each commission acceptance; each shipment of a completed item.
4.3 Continuing Duty to Disclose. If at any time any declaration in this Section 4 ceases to be true, Smith shall immediately notify BladeHubs in writing at legal@bladehubs.com and shall cease listing, quoting, and shipping pending BladeHubs' review. Failure to provide such notice is a material breach.
5.1 Licenses and Permits. Smith warrants that Smith holds, and will continuously maintain, every business license, occupational license, seller's permit, sales-and-use-tax registration, home-occupation permit, zoning approval, commercial manufacturing authorization, and any other governmental authorization required for Smith to lawfully design, manufacture, market, sell, and ship edged goods in Smith's state and locality.
5.2 No BladeHubs Duty. BladeHubs has no obligation to determine, verify, or advise Smith on what licenses or permits are required in Smith's jurisdiction. Reliance on BladeHubs for such advice is unreasonable, and no statement by BladeHubs or its agents constitutes legal, tax, or licensing advice.
5.3 Production upon Request. Smith shall produce documentary evidence of any required license or permit to BladeHubs within five (5) business days of request. Failure to produce is grounds for immediate suspension.
6.1 Attestation at Each Transaction. At the point of each listing, quote submission, commission acceptance, and shipment, Smith shall affirmatively attest through the Platform interface that, for the specific item and specific transaction in question:
• the item is lawful to design, manufacture, and sell in Smith's jurisdiction; • the item is lawful to ship to the Customer's stated jurisdiction; • the item is lawful for the Customer to receive, possess, and (where applicable) carry; • the item is not listed in the PIP as absolutely prohibited, and is not otherwise prohibited by any applicable federal, state, local, tribal, or foreign law; • the item is permitted by the shipping carrier and service class Smith intends to use; • the transaction does not involve any sanctioned person, entity, jurisdiction, or end use; • Smith's declarations in Section 4 remain true as of the transaction; • Smith has verified (or, for quote submission, will verify prior to shipment) all of the above to a reasonable standard of care for a professional in Smith's trade.
6.2 No Reliance on BladeHubs. BladeHubs does not verify legality for Smith, does not warrant the accuracy of the PIP's state-law summary, and does not maintain a legal-research service. Smith's attestation is based on Smith's independent verification. Any reliance by Smith on statements by BladeHubs is unreasonable.
6.3 Material Breach. An incorrect, misleading, or reckless per-transaction attestation is a material breach of this Agreement and is actionable under Section 17 (liquidated damages) and Section 18 (indemnification) in addition to termination remedies.
7.1 Smith as Sole Shipper. Smith is the sole shipper, sender, and party tendering any parcel to any carrier for any Platform transaction. BladeHubs does not tender parcels, does not prepare shipping labels or customs documentation, does not package items, and does not select carriers or service classes. Title to any item transfers directly from Smith to Customer as a matter of sale law; BladeHubs never takes title.
7.2 Carrier-by-Carrier Compliance. Smith shall independently verify, on a per-parcel basis and immediately prior to tendering each parcel, that the specific item, its packaging, its declared value, its labeling, and its selected service class comply with the current published rules of the specific carrier. Smith bears the full burden of compliance with:
• USPS: 18 U.S.C. §§ 1715 and 1716 (including the switchblade mailability provision at § 1716(g)), USPS Publication 52 (Hazardous, Restricted, and Perishable Mail), and the current USPS Domestic Mail Manual and International Mail Manual. A USPS mailability violation is a federal crime; • UPS: the current UPS Tariff/Terms and Conditions of Service, UPS Service Guide, and UPS Prohibited and Restricted Items policy, as in effect on the date of tender; • FedEx: the current FedEx Service Guide and FedEx Prohibited and Restricted Items list, as in effect on the date of tender, recognizing that FedEx Express, FedEx Ground, and FedEx international services have differing rules; • DHL: the current DHL Express and/or DHL eCommerce prohibited and restricted items lists and country-specific restrictions, as applicable; • Other carriers: the current rules of any freight, regional, or specialty carrier Smith elects to use.
7.3 No Reliance on BladeHubs. BladeHubs does not publish, endorse, or warrant compliance with any carrier rule. Any carrier suggestion made by the Platform interface is operational convenience only and is not legal or regulatory advice.
7.4 Carrier-Violation Liability. Smith assumes sole and exclusive liability for any carrier fine, penalty, seizure, forfeiture, parcel destruction, delivery failure, shipper-of-record enforcement action, or criminal referral arising from any carrier rule violation. Smith's indemnification obligation under Section 18 expressly covers all such liability.
8.1 Smith Obligation. Smith shall take reasonable, commercially appropriate steps to verify that each Customer purchasing an item is at least eighteen (18) years of age (or, where applicable, the higher minimum age required by Customer's jurisdiction for the specific item). The self-certification of age provided by the Customer at account registration and at checkout does not discharge Smith's duty to exercise reasonable judgment on each order.
8.2 Reasonable Steps. Reasonable steps include, as appropriate to the transaction: (a) selecting a carrier service class that requires adult signature on delivery where available; (b) declining orders where Smith has actual knowledge or reasonable basis to believe the Customer is a minor; (c) following up with Customer directly when the Platform flags potential age concerns; and (d) any additional measures required by Smith's jurisdiction or the Customer's jurisdiction for age-restricted sales.
8.3 Allocation of Risk. If a Customer misrepresents age, the resulting liability falls jointly on the Customer and (to the extent Smith failed to exercise reasonable steps) on Smith. In no event does such misrepresentation create liability for BladeHubs, which relies on Customer self-certification and does not independently verify Customer ages.
9.1 Pre-Commission Verification. Before accepting any commission, submitting any quote that Smith intends to honor, or creating any Buy It Now listing, Smith shall verify — independently, from current legal sources, and to a reasonable professional standard — that the specific blade type, blade length, deployment mechanism, handle configuration, overall length, and any other legally relevant attribute of the specific item is lawful to (a) manufacture and sell in Smith's state and locality and (b) receive, possess, and (where applicable) carry in the Customer's stated state and locality.
9.2 No Ignorance Defense. Smith waives any defense based on ignorance of, or confusion regarding, state or local blade law. Smith is a professional in the edged-goods trade and is held to a professional standard. Shipping a restricted item into a jurisdiction where the item is unlawful, without verification, is a material breach.
9.3 PIP State Summary. The state-law summary in the PIP is informational only, non-exhaustive, and not a substitute for Smith's independent verification. Smith's reliance on it as the sole basis for a compliance decision is unreasonable.
10.1 Required Milestones. For every commissioned build, Smith shall upload, through the Platform's messaging or documentation interface, timestamped photographs at each of the following milestones (adapting to the specific build; milestones that are inapplicable to a specific build type may be skipped with a written note):
• Raw material and/or billet prior to the start of work, with any identifying stock markings visible; • Profiled and rough-ground blade prior to heat treatment; • Post heat-treatment blade, if heat treatment is part of the build; • Finished blade prior to handle installation; • Completed item prior to final finishing, oiling, or sheath fitment; • Completed item with Customer-approved specifications visible (blade length, maker's mark, serial number if any); • Packaged parcel immediately prior to carrier tender, showing the shipping label and the parcel's closed condition.
10.2 Contractual Obligation. The milestone documentation obligation in Section 10.1 is contractual and enforceable, not a courtesy. Build photos are evidence. Smith's consistent compliance is considered in tier credentialing and in dispute resolution.
10.3 Presumption. In any platform dispute where Smith has failed to upload the required milestone documentation, BladeHubs shall apply a rebuttable presumption in favor of the Customer as to (a) the existence and condition of the item, (b) the item's conformity to agreed specifications, and (c) the timing and condition of shipment. Smith may rebut the presumption only with clear, contemporaneous evidence from sources outside the Platform.
11.1 Order Acceptance. Upon accepting a commission or a Buy It Now purchase, Smith shall: (a) fulfill the order to the specifications mutually agreed in the Platform messaging; (b) communicate with the Customer exclusively through the Platform order-messaging system; (c) upload build-milestone documentation per Section 10; (d) ship the completed item within the agreed timeline; (e) use professional-quality packaging adequate to protect the item in transit and compliant with carrier rules per Section 7; and (f) upload valid tracking information within twenty-four (24) hours of tender to the carrier.
11.2 Portfolio Integrity. Smith shall maintain a truthful, current, and professional Smith profile. Portfolio photographs must depict Smith's own work. Use of another smith's work, AI-generated imagery of items Smith has not built, or stock photography as representations of Smith's capability is fraud and is grounds for immediate termination. Biographical content must be truthful. Certifications, credentials, and tier history may not be misrepresented.
11.3 Failure to Fulfill. Failure to fulfill accepted orders without legitimate cause may result in, at BladeHubs' discretion: tier demotion, refund of Customer escrow, suspension, permanent removal from the Platform, and (in cases of bad faith or repeated breach) liquidated damages under Section 17. "Legitimate cause" includes documented illness, documented force majeure under Section 25.3, and documented loss of required raw material, but does not include cash-flow issues, competing commitments, or Smith's re-pricing regret.
12.1 Commission. BladeHubs charges a platform commission on each completed transaction based on Smith's current tier. Commissions are deducted automatically from Customer escrow at the time of Customer payment release under the TOS.
12.2 Tier Schedule.
• Wood — 0 to 5 completed sales in the rolling 90-day window (entry / default) — 17.5% custom commission / 22.5% BIN commission • Stone — 6 to 8 completed sales — 15% custom / 20% BIN • Bronze — 9 to 11 completed sales — 12.5% custom / 17.5% BIN • Steel — 12 or more completed sales — 10% custom / 15% BIN
12.3 Tier Evaluation. Tier assignments are calculated based on a rolling ninety (90) day window of completed sales and are recalculated automatically each night. Tier changes take effect immediately upon recalculation. New Smith accounts default to Wood tier for the first ninety (90) days from approval regardless of sales volume. A Smith who falls below a tier's minimum is demoted to the appropriate tier at the next nightly recalculation and may progress upward again at any subsequent recalculation if the criterion is met.
12.4 Founding Smiths. The Founding Smith program is open to the first thirty (30) Smiths approved on the Platform. Founding Smiths receive lifetime Steel tier status, exempt from the rolling ninety (90) day recalculation set forth in Section 12.3, subject to continued compliance with this Agreement. Once thirty (30) Founding Smith spots are filled, the program closes and no further Founding Smith status is issued. Founding Smith status may be transferred to one (1) non-Founding Smith pursuant to Section 12.7 (Founding Smith Transferability).
12.5 Buy It Now Listing Fee. Buy It Now listings are subject to a listing fee of $1.33 USD per listing per calendar month, billed automatically on the first (1st) of each month to Smith's payment method on file. This fee is inclusive of Stripe processing costs; BladeHubs receives $1.00 net per listing. Listings auto-renew monthly unless removed by Smith prior to the billing date. Listing fees are non-refundable.
12.6 Modification. BladeHubs may modify commission rates and the Tier Schedule prospectively on thirty (30) days' email notice. Continued use of the Platform after the effective date constitutes acceptance.
12.7 Founding Smith Transferability.
12.7.1 Eligibility. Only a current Founding Smith, or a Smith who currently holds lifetime Steel tier status acquired through a prior transfer under this Section 12.7, may initiate a transfer of lifetime Steel tier status (the "Transferable Status"). A Smith who does not hold the Transferable Status has no rights under this Section.
12.7.2 Transfer Mechanics. The Smith holding the Transferable Status (the "Transferring Smith") may initiate a transfer by submitting through the Platform the email address of the proposed recipient (the "Recipient") and an agreed transfer price, which may be zero dollars ($0) (the "Agreed Price"). The Recipient must be a Smith approved on the Platform who does not already hold the Transferable Status. Upon submission, the Platform issues a transfer offer to the Recipient.
12.7.3 Acceptance Window. The Recipient has seven (7) calendar days from the date the offer is issued to accept. If the Recipient does not accept within that window, the offer expires automatically and the Transferring Smith retains the Transferable Status. The Transferring Smith may withdraw a pending offer at any time prior to acceptance.
12.7.4 Transfer Fee and Payment. Upon acceptance, the recipient is charged the Agreed Price (if any), a $99 BladeHubs Transfer Fee, and all applicable payment processing fees imposed by the Platform's payment processor. The Agreed Price routes to the sender via the Platform's Connect arrangement; the $99 Transfer Fee is retained by BladeHubs. Each chain transfer incurs a separate Transfer Fee and processing fees. Processing fees are determined by the payment processor and are charged in addition to (not deducted from) the Agreed Price or the BladeHubs Transfer Fee.
12.7.5 Atomic Transfer. Upon successful payment of the Transfer Fee and Agreed Price, the transfer is effective immediately and atomically: (a) the Transferring Smith's Transferable Status is permanently and irrevocably removed, and the Transferring Smith's tier reverts to the standard rolling ninety (90) day recalculation under Section 12.3 based on the Transferring Smith's actual completed sales; and (b) the Recipient is granted lifetime Steel tier status, exempt from recalculation, on the same terms as a Founding Smith under Section 12.4. The Recipient may subsequently transfer the Transferable Status under this Section, and so forth, indefinitely.
12.7.6 BladeHubs' Role. BladeHubs facilitates the transfer mechanics, holds and processes the Transfer Fee, and routes the Agreed Price through Stripe Connect. BladeHubs is not a party to any agreement between the Transferring Smith and the Recipient regarding the Agreed Price or any related representation, warranty, or term. Any dispute regarding the Agreed Price, the value of the Transferable Status, or any pre-transfer communication between the Transferring Smith and the Recipient is solely between those parties, and BladeHubs has no obligation to mediate, refund, or reverse any transfer once effected.
12.7.7 Forfeiture on Deactivation. If a Smith holding the Transferable Status deactivates, abandons, or has the Smith's account terminated under Section 22 without first completing a transfer under this Section 12.7, the Transferable Status is forfeited and may not be recovered, transferred, or assigned to any other Smith.
12.7.8 No Refund. The Transfer Fee is non-refundable. Once the transfer is atomically effected under Section 12.7.5, the Transferable Status cannot be reversed, returned, or refunded by BladeHubs. Any reversal between the parties must be effected through a fresh transfer in the opposite direction, which is itself subject to a separate Transfer Fee.
13.1 Payout Timing. Payouts are released from escrow to Smith on delivery confirmation, minus commission, pursuant to TOS Section 7 and the applicable Stripe Connected Account Agreement.
13.2 Chargeback Offset. If a Customer charges back any transaction, if any Customer payment is reversed, if BladeHubs is required to issue a refund to a Customer pursuant to a platform dispute determination, or if any carrier fine, government penalty, or third-party claim is assessed against BladeHubs arising from Smith's activity, BladeHubs may set off the amount (including associated fees and reasonable attorneys' fees) against Smith's current or future escrowed funds, payouts, or other amounts owed to Smith. Setoff is in addition to, and does not limit, any other remedy available to BladeHubs.
13.3 Reserves. BladeHubs may require a reserve against Smith's future payouts where BladeHubs reasonably believes, based on history or risk indicators, that chargebacks, refunds, or claims are likely. The reserve amount and duration are in BladeHubs' reasonable discretion.
14.1 Smith Ownership. Smith retains ownership of the photographs, text descriptions, build videos, design drawings, and other creative work Smith uploads to the Platform ("Smith Content").
14.2 License to BladeHubs. Smith grants BladeHubs a non-exclusive, royalty-free, sublicensable, worldwide, perpetual license to reproduce, display, distribute, modify for display purposes, and use Smith Content in connection with operating, marketing, and promoting the Platform, including in email, social media, paid advertising, and editorial content. This license survives termination of this Agreement with respect to marketing materials already published.
14.3 Smith IP Warranty. Smith represents and warrants that (a) Smith owns or has sufficient rights in all Smith Content to grant the license in Section 14.2; (b) Smith Content does not infringe any third party's copyright, trademark, trade dress, patent, right of publicity, right of privacy, moral rights, or other intellectual property or proprietary rights; (c) Smith Content does not depict work performed by any other person or entity; and (d) Smith's designs, maker's marks, model names, and branding do not infringe the trademarks or trade dress of any third party.
14.4 IP Indemnification. Smith shall indemnify, defend, and hold BladeHubs harmless (on the terms in Section 18) from any third-party claim alleging that Smith Content, Smith's designs, Smith's listings, or any item Smith sells infringes or violates any intellectual property or proprietary right.
14.5 BladeHubs Marks. The BladeHubs name, logo, and design system are the property of BladeHubs. Smith may use the BladeHubs name and logo solely to identify Smith's presence on the Platform (e.g., "[Smith Name] sells on BladeHubs"). Any other use requires BladeHubs' prior written consent.
15.1 Smith Responsibility. Smith is solely responsible for determining, collecting where applicable, reporting, and remitting any and all taxes arising from Smith's activity on the Platform, including without limitation sales tax, use tax, excise tax, federal and state income tax, self-employment tax, estimated tax, and local gross-receipts tax. Smith shall maintain all records required by applicable tax law.
15.2 No Tax Advice. BladeHubs does not provide tax advice. BladeHubs does not withhold any amount for taxes from Smith's payouts (except where required by applicable marketplace-facilitator law or by IRS backup-withholding rules). Smith acknowledges receipt of IRS Form 1099 or equivalent reporting at year-end for amounts paid through the Platform, where required.
15.3 Marketplace Facilitator. Where a state's marketplace-facilitator statute requires BladeHubs to collect and remit sales or use tax on Smith's behalf in that state, BladeHubs will do so. BladeHubs' performance of a marketplace-facilitator obligation is limited to the specific states, tax types, and transactions to which the applicable statute applies.
15.4 Tax Indemnification. Smith shall indemnify, defend, and hold BladeHubs harmless from any claim, assessment, audit, penalty, interest, or other liability arising from Smith's failure to collect, report, or remit taxes, or from Smith's misclassification as an employee for tax purposes.
16.1 Commercial General Liability. Smith shall obtain and maintain, at Smith's sole expense, Commercial General Liability insurance with coverage of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate, covering Smith's business operations and Smith's activity on the Platform.
16.2 Product Liability. Smith shall obtain and maintain Product Liability insurance with coverage of at least One Million Dollars ($1,000,000) per occurrence, covering items Smith designs, manufactures, sells, and ships. Smith's Commercial General Liability policy may satisfy this requirement if it includes Product/Completed Operations coverage at the required limits.
16.3 Additional Insured; Certificate. Smith shall name BladeHubs LLC as an Additional Insured on each required policy and shall furnish a certificate of insurance evidencing coverage as a condition of first sale and upon each policy renewal. Policies shall be written on an occurrence basis where available and shall provide that coverage will not be canceled or materially reduced without at least thirty (30) days' prior written notice to BladeHubs.
16.4 Effective Date; Phase-In. The insurance requirements in this Section 16 take effect on [INSERT EFFECTIVE DATE] or, for Smiths approved prior to that date, on the next renewal of this Agreement following that date. BladeHubs may, in its sole discretion, waive or modify these requirements for specific Smiths for defined periods. No waiver is presumed; each waiver must be in writing.
16.5 Smith's Sole Expense. All insurance costs are Smith's sole expense. BladeHubs is not Smith's insurer, and BladeHubs' own insurance, if any, does not cover Smith.
17.1 Prohibition. For a period of twenty-four (24) months from the date of first contact between Smith and any Customer through the Platform (the "First Contact Date"), Smith shall not, directly or indirectly: (a) solicit, accept, or facilitate any transaction with that Customer for edged goods outside the Platform; (b) provide that Customer with Smith's personal email, phone, shop address, social-media handle, or other off-Platform contact information for the purpose of transacting outside the Platform; (c) accept payment from that Customer by any method other than Platform-managed escrow for a sale of the type Smith offers on the Platform; or (d) instruct, encourage, or incentivize that Customer to transact outside the Platform.
17.2 Platform Logs as Authoritative. Smith agrees that the Platform's messaging logs, order history, and contact records are the authoritative record of the First Contact Date for every Customer. Smith consents to BladeHubs' use of those logs as evidence in any proceeding to enforce this Section 17 and waives any objection to their authenticity, admissibility, or business-records foundation.
17.3 Liquidated Damages. The parties acknowledge that actual damages arising from a breach of Section 17.1 are difficult to ascertain at the time of contracting because they include (without limitation) the lost Platform commission on the circumvented transaction, the lost stream of future Platform commissions on repeat business from that Customer, the amortized cost of BladeHubs' investment in acquiring and onboarding the Customer, the erosion of Platform network effects, and the reputational harm of being publicly known as a marketplace whose Smiths circumvent escrow. The parties agree that liquidated damages in the amount of three (3) times the Platform commission that would have been payable on the circumvented transaction, calculated at Smith's tier at the time of the breach, is a reasonable pre-estimate of such damages and not a penalty. This liquidated-damages amount is cumulative with — not exclusive of — injunctive relief, termination, and all other remedies available at law or in equity.
17.4 Survival. This Section 17 survives termination of this Agreement for the full twenty-four (24) month period calculated from the First Contact Date of each affected Customer, notwithstanding any earlier termination of the overall Agreement.
In addition to Section 17, the parties agree that the following amounts represent reasonable pre-estimates of damages — not penalties — for breaches where actual damages are difficult to quantify. BladeHubs may, at its option, seek liquidated damages under this Section in lieu of actual damages, cumulative with injunctive relief and termination:
• Knowingly listing, quoting, or shipping an item prohibited by the PIP or by applicable federal law: Five Thousand Dollars ($5,000) per item, plus forfeiture of escrow and referral to law enforcement; • Material misrepresentation in the application or ID verification process (Section 3.5): Two Thousand Five Hundred Dollars ($2,500), plus termination; • Portfolio fraud — use of another person's work as representative of Smith's capability (Section 11.2): Two Thousand Five Hundred Dollars ($2,500) per instance, plus termination; • Knowingly false per-transaction attestation (Section 6): the greater of (i) Two Thousand Five Hundred Dollars ($2,500) or (ii) three (3) times the BladeHubs commission on the transaction.
The foregoing amounts are in U.S. dollars and are subject to reasonable future adjustment for inflation. BladeHubs' election to seek liquidated damages does not waive its right to seek actual damages in a different proceeding arising from different conduct.
Smith shall indemnify, defend, and hold harmless BladeHubs LLC and its members, managers, officers, directors, employees, agents, contractors, affiliates, and successors (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, investigations, proceedings, citations, seizures, forfeitures, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable attorneys' fees, expert fees, and investigation costs, whether or not litigation is commenced) arising out of or related to, in whole or in part:
• Smith's breach of this Agreement, the TOS, or the PIP, or breach of any Smith representation or warranty; • The design, manufacture, quality, safety, performance, or defect of any item Smith lists, quotes, sells, ships, or transfers, including without limitation product-liability, personal-injury, property-damage, and wrongful-death claims, whether grounded in negligence, strict liability, warranty, fraud, or any other theory; • Any carrier fine, penalty, seizure, forfeiture, or criminal enforcement action arising from Smith's tender or handling of any parcel; • Any federal, state, local, tribal, or foreign government investigation, audit, inquiry, citation, or enforcement action relating to Smith's activity on or off the Platform, including ITAR, EAR, OFAC, customs, sales-tax, and licensing investigations; • Any claim by any taxing authority relating to Smith's tax obligations, including sales tax, income tax, self-employment tax, and any assertion of employee status; • Any claim asserting that Smith, Smith's workers, or Smith's affiliates are employees, agents, or joint employers of BladeHubs — whether brought by Smith, by a Smith worker, or by any governmental agency (wage-and-hour, unemployment, workers' compensation, misclassification, or otherwise); • Any third-party claim alleging that Smith Content, Smith's designs, Smith's maker's marks, Smith's listings, or any item Smith sells infringes or violates any intellectual property, publicity, or privacy right; • Smith's misrepresentation of age, eligibility, identity, location, licensure, or transaction detail; • Any Customer injury or damage alleged to have arisen from an item Smith sold through the Platform, regardless of whether BladeHubs is named as a party; • Any unauthorized access to or use of Smith's account.
19.2 Control of Defense. BladeHubs reserves the right, at its option and at Smith's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Smith. In such event, Smith shall cooperate in asserting any available defenses. Smith may not settle any claim that imposes any obligation or admission on BladeHubs without BladeHubs' prior written consent.
19.3 Survival. This Section 19 survives termination of this Agreement indefinitely.
20.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLADEHUBS LLC AND ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE TO SMITH FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT BLADEHUBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM.
20.2 IN NO EVENT SHALL BLADEHUBS' AGGREGATE LIABILITY TO SMITH FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM EXCEED THE GREATER OF (A) ONE HUNDRED UNITED STATES DOLLARS ($100) OR (B) THE TOTAL COMMISSIONS AND LISTING FEES BLADEHUBS ACTUALLY RECEIVED FROM SMITH IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS DO NOT EXPAND THIS CAP.
20.3 THE LIMITATIONS IN THIS SECTION 20 DO NOT LIMIT SMITH'S OWN INDEMNIFICATION OBLIGATIONS UNDER SECTION 19 AND DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE FLORIDA LAW.
20.4 THIS SECTION 20 SURVIVES TERMINATION.
21.1 Customer Data. Customer contact information, shipping addresses, order history, and communications that Smith receives through the Platform are confidential to BladeHubs and the Customer. Smith shall use such information solely to fulfill the specific Platform transaction for which it was received. Smith shall not build an independent customer list from Platform data, export Customer data for off-Platform marketing, transfer Customer data to any third party, or use Platform data in violation of Section 17 (Anti-Circumvention).
21.2 BladeHubs Confidential Information. Non-public information Smith receives about BladeHubs (including commission data, platform analytics, tier-qualification criteria beyond those published, and software or feature roadmaps) is confidential. Smith shall not disclose such information except as required by law and with prior notice to BladeHubs where lawful.
22.1 Term. This Agreement is effective on Smith's acceptance and continues until terminated in accordance with this Section 22.
22.2 Termination by Smith. Smith may terminate this Agreement by written notice to support@bladehubs.com, provided Smith has completed or arranged for completion of all accepted commissions and has no outstanding obligations.
22.3 Suspension and Termination by BladeHubs. BladeHubs may suspend or terminate this Agreement and Smith's Platform access at any time, with or without notice, for (a) breach of this Agreement, the TOS, or the PIP; (b) violation of any applicable law; (c) any Smith representation becoming untrue; (d) chargeback rate, dispute rate, or negative review pattern materially above Platform norms; (e) any conduct BladeHubs deems in good faith to pose a risk to the Platform, its Users, or BladeHubs; or (f) convenience with fourteen (14) days' email notice.
22.4 Effect of Termination. Upon termination: (a) Smith's listings are removed from the Platform; (b) Smith's access to new commissions ceases; (c) Smith shall complete or transfer all in-progress commissions as directed by BladeHubs; (d) escrowed funds for completed orders will be paid out, net of commissions and any applicable setoff under Section 13, within fourteen (14) days; (e) Smith remains liable for all obligations arising before termination; and (f) the Sections listed in Section 23 survive.
22.5 No Liability for Suspension or Termination. BladeHubs is not liable to Smith for any loss of revenue, goodwill, or opportunity arising from suspension or termination, provided BladeHubs acts in good faith.
The following Sections survive termination of this Agreement: Section 2 (Independent Contractor Status), Section 4 (Declarations, as to the period prior to termination), Section 13 (Payouts and Setoff, to the extent obligations remain unresolved), Section 14 (Intellectual Property), Section 15 (Taxes), Section 17 (Anti-Circumvention, for the full 24-month window), Section 18 (Additional Liquidated Damages), Section 19 (Indemnification, indefinitely), Section 20 (Limitation of Liability), Section 21 (Confidentiality), Section 24 (Governing Law and Arbitration), and Section 25 (Miscellaneous).
24.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles.
24.2 Informal Resolution. Before initiating formal proceedings, the complaining party shall send written notice to legal@bladehubs.com describing the dispute and the relief sought, and the parties shall attempt in good faith to resolve the dispute informally for thirty (30) days.
24.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or related to this Agreement, Smith's activity on the Platform, or the relationship between Smith and BladeHubs that is not resolved informally shall be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Citrus County, Florida, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. The parties intend that the classification of Smith as an independent contractor under Section 2, and the commercial nature of the parties' relationship, are factors supporting the application of the AAA Commercial Rules rather than the Consumer or Employment Rules.
24.4 Jury Trial Waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
24.5 Class Action and Mass Arbitration Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION, INCLUDING ANY MISCLASSIFICATION CLASS ACTION. The arbitrator may not consolidate claims, may not preside over any class or representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary for that individual claim. If this waiver is found unenforceable as to any claim, that claim shall be severed and brought in the courts specified in Section 24.7 while all other claims remain in arbitration. The Mass Filing protocol from TOS Section 13.5 applies equally to any coordinated claims brought by Smiths or by their counsel.
24.6 Opt-Out. Smith may opt out of Sections 24.3–24.5 by delivering written notice to legal@bladehubs.com within thirty (30) days after first accepting this Agreement, stating Smith's full name, account email, and an unambiguous statement of intent to opt out. Opting out does not affect any other provision of this Agreement.
24.7 Carve-Outs. Either party may bring an individual claim in small-claims court in Citrus County, Florida, on an individual (non-class) basis; and either party may seek injunctive or other equitable relief in a state or federal court located in Citrus County, Florida, to protect intellectual property, confidential information, or to enforce Section 17 (Anti-Circumvention). The parties consent to personal jurisdiction and venue in those courts.
24.8 Limitations Period. Any claim must be filed within one (1) year after it accrued, or it is permanently barred, to the maximum extent permitted by law.
25.1 Entire Agreement. This Agreement, together with the TOS, the PIP, and the Privacy Policy, constitutes the entire agreement between Smith and BladeHubs regarding the Platform and supersedes any prior agreement or understanding on the same subject matter.
25.2 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or severed if not modifiable, and the remaining provisions shall remain in effect, subject to the specific severability rule in Section 24.5.
25.3 Force Majeure. Neither party is liable for delay or failure arising from causes beyond its reasonable control (including natural disaster, war, terrorism, civil unrest, governmental action, epidemic, labor shortage, carrier failure, power or internet outage, or third-party service disruption).
25.4 Assignment. Smith may not assign this Agreement without BladeHubs' prior written consent; any attempted assignment is void. BladeHubs may assign this Agreement, in whole or in part, including in connection with a merger, acquisition, sale of assets, reorganization, or by operation of law, without Smith's consent.
25.5 Prevailing Party. In any action or arbitration to enforce or interpret this Agreement, the prevailing party is entitled to recover reasonable attorneys' fees, expert fees, and costs from the non-prevailing party, in addition to any other relief.
25.6 Notice. Notices to BladeHubs: legal@bladehubs.com and BladeHubs LLC, Citrus County, Florida. Notices to Smith: the email address on Smith's account, deemed delivered on transmission.
25.7 No Waiver. BladeHubs' failure to enforce any provision is not a waiver of its right to do so later.
25.8 Modifications. BladeHubs may modify this Agreement on thirty (30) days' email notice for material changes; non-material changes may take effect immediately upon posting. Continued use after the effective date constitutes acceptance.
25.9 Headings; Construction. Headings are for convenience only. "Including" means "including without limitation." This Agreement shall not be construed against the drafter.
By clicking to accept this Agreement, typing Smith's full legal name in the signature field during registration, or clicking the registration submission button, Smith executes this Agreement electronically. Smith's electronic signature has the same legal force and effect as a handwritten signature under ESIGN (15 U.S.C. §§ 7001 et seq.) and the Florida Electronic Signature Act (Fla. Stat. § 668.50). A copy of this Agreement, bearing Smith's electronic signature and the date and time of execution, will be sent to the email address Smith provided at registration and retained by BladeHubs for the duration of Smith's account and as long thereafter as required by law.
SMITH HAS READ THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL, AND AGREES TO BE BOUND BY IT, BY THE TOS, AND BY THE PIP.