Buyer Agreement & Purchase Terms (DRAFT)

⚠️ Draft for review by a qualified attorney.

Effective date: August 12, 2026 · Provider: Todd Fishman (doing business as "Cinderella", "we", "us") — an LLC or C-Corp will be formed before the platform scales; these documents will be updated to name that entity.

This Buyer Agreement & Purchase Terms ("Agreement") governs your use of Cinderella to browse, offer on, and purchase listings. It supplements our Terms of Service and is incorporated into them by reference. By making an offer or completing a purchase on Cinderella, you ("Buyer", "you") agree to this Agreement.

1. Eligibility & account

1.1 Age and capacity

You must be at least 18 years old (or the age of majority in your jurisdiction) to purchase on Cinderella. If you are purchasing on behalf of an entity, you represent that you have the authority to bind that entity.

1.2 Account in good standing

You must maintain a Cinderella account in good standing. Accounts suspended or terminated under our Terms of Service or Acceptable Use Policy may not make purchases.

1.3 Identity verification

You agree to provide accurate identity and payment information. We or our payment processor (Stripe) may require identity verification, KYC documentation, or additional information before processing a payment or completing a transaction.

2. Browsing & listings — no warranties from Cinderella

2.1 Cinderella is a venue, not a seller

Cinderella is a marketplace platform that connects sellers and buyers. We do not own, inspect, verify, endorse, or warrant any listing. We are not a party to the transaction between you and the seller, except as expressly stated in this Agreement and our Terms of Service.

2.2 Valuations are estimates, not guarantees

Any "readiness score," suggested price, or valuation shown on a listing is produced by an automated rubric. It is an estimate only — not an appraisal, a guarantee of value or commercial viability, or investment advice. Do not rely on it as the sole basis for a purchase decision.

2.3 "Cindy's Take" is an opinion, not advice

"Cindy's Take," conviction scores, market-size estimates, and any AI-generated commentary shown on a listing or through the "Ask Cindy" chat are AI-generated opinions. They are not professional, investment, or legal advice, and not a guarantee of any outcome. AI can be wrong. Do your own diligence.

2.4 Scrub reports are not security audits

A scrub report describes what our automated scrubber removed or redacted. It is not a security audit, code review, legal review, or guarantee that the code is safe, clean, or free of secrets. See our Scrub Disclaimer.

2.5 No guarantee of accuracy

We do not verify the accuracy of listing descriptions, seller claims, included assets, or stated rights. Sellers are responsible for accurate listings. You are responsible for verifying before you buy.

3. Making offers & purchases

3.1 Offers

For listings that accept offers, you may submit an offer at any price. The seller may accept, decline, or counter. An offer is not a binding purchase until the seller accepts it and you complete payment.

3.2 Buy now

For fixed-price listings, clicking "Buy now" initiates a purchase at the stated price.

3.3 Payment & escrow

When your offer is accepted or you click "Buy now," you authorize us (via Stripe) to charge your payment method for the full purchase price plus any applicable taxes. Funds are held in escrow and are not released to the seller until the inspection window closes or you confirm the hand-off (Section 4). Cinderella's 24% commission is deducted from the seller's proceeds, not added to your price.

3.4 What is delivered

The deliverable in every code purchase is the scrubbed bundle — the cleaned copy of the seller's project produced by the scrub pipeline. Sellers keep their original repositories; a purchase never includes the seller's original repo, git history, or accounts.

3.5 Non-cash listings

Some listings may be offered in exchange for equity or revenue share instead of cash. This Agreement applies to cash purchases only; non-cash transactions are governed by the Non-Cash Listing Terms and are completed outside Cinderella's payment flow.

3.6 Transaction record

Each completed purchase generates a transaction record and a Bill of Sale documenting the rights transferred. The Bill of Sale is the authoritative record of what was conveyed.

4. Inspection window & escrow release

4.1 Seven-day inspection window

After payment, funds sit in escrow for a 7-day inspection window ("Inspection Window"). During this period you may download and review the purchased materials.

4.2 Your rights during the Inspection Window

During the Inspection Window you receive a limited, non-transferable, non-exclusive evaluation license to access and review the purchased materials solely to decide whether to confirm the hand-off or dispute the purchase. You may not use, deploy, distribute, modify, or commercialize the materials during this period.

4.3 Confirming the hand-off

You may confirm the hand-off at any time during the Inspection Window from your purchase page. On confirmation, the full rights described in the listing and Bill of Sale transfer to you, and escrow releases to the seller's connected Stripe account.

4.4 Automatic release

If you do not dispute during the Inspection Window, the hand-off is automatically confirmed and escrow auto-releases on day 7. The full rights described in the listing and Bill of Sale transfer to you on release.

4.5 Disputing during the Inspection Window

You may dispute a purchase during the Inspection Window from your purchase page, stating the specific reason and supporting detail. Valid dispute grounds are limited to:

• Material misrepresentation: the listing materially overstated what was

included (e.g. promised source code that is absent, documentation that does not exist, or stated rights the seller does not hold).

• Malware or harmful code: the materials contain malware, backdoors,

credential harvesters, or intentionally harmful functionality.

• Seller lacked rights: the seller did not own or have the right to sell

the materials.

• Surviving secrets or personal data: the materials contain live secrets or

personal data that the scrubber did not catch and the seller did not disclose.

The following are not valid dispute grounds: code quality, bugs, or technical debt; failed commercial outcomes; disagreement with a valuation or readiness score after purchase; buyer's remorse; or issues that were disclosed in the listing or scrub report.

4.6 Dispute resolution

When a dispute is filed, funds remain in escrow while Cinderella reviews the claim. We may request additional information from you and the seller, and we decide based on the evidence provided. If the dispute is valid, we refund you and you must delete the materials. If it is invalid, escrow releases to the seller. Our determination is final for the escrow, though either party may pursue further remedies under Section 9.

4.7 If rights are challenged after release

If, after escrow releases, a third party claims the seller did not have the right to sell the materials, your recourse is against the seller, not Cinderella. The Seller Agreement requires sellers to indemnify buyers for such claims, and you may pursue that remedy directly against the seller.

5. Refunds & chargebacks

5.1 During the Inspection Window

Refunds are available during the Inspection Window only for valid disputes under Section 4.5, filed through your purchase page.

5.2 After the Inspection Window

After the Inspection Window closes (by confirmation or automatic release), all sales are final. No refunds are available through Cinderella.

5.3 Chargebacks

You may initiate a chargeback through your bank or card issuer, but please first use the dispute process in Section 4. If you file a chargeback after escrow has released, we may contest it on behalf of the seller. Filing a chargeback does not relieve you of your obligations under this Agreement.

5.4 Chargeback abuse

Bad-faith chargebacks, or chargebacks used to circumvent the dispute process, may result in account suspension; repeat abuse may result in permanent termination.

5.5 Fraud review

We or Stripe may delay or reverse a transaction flagged as potentially fraudulent. If a transaction is reversed for fraud, any materials received must be deleted and the rights conveyed are void.

6. What you're buying — IP rights

6.1 Rights depend on the listing

The rights you receive depend on the rights model stated on the listing, as defined in the Seller Agreement:

• Repo sale — assignment (default): unless the listing states otherwise,

you receive all of the seller's right, title, and interest in the code, assets, and documentation in the scrubbed bundle. This is an assignment, not a license: the seller may not resell or relicense the same work, though they may keep a private archival copy of their original repository.

• Repo sale — non-exclusive license: if the listing explicitly says

"non-exclusive," you receive a perpetual, worldwide, non-exclusive license to use, modify, and distribute the materials. The seller retains ownership and may sell or license the same materials to others.

• Idea sale: you receive the written pitch and materials included in the

listing and the right to use them. You do not receive a monopoly on the underlying concept — ideas are not protectable by copyright, and others may independently develop similar concepts. Unless the listing says otherwise, the seller agrees not to resell the identical pitch to another buyer.

6.2 What is NOT included

Unless the listing expressly states otherwise, a purchase does not include:

• Third-party open-source software in the code (these remain under their own

licenses)

• Third-party libraries, APIs, fonts, datasets, or services
• Domain names, social media accounts, or hosting accounts
• Trademarks, brand names, or logos
• Credentials, API keys, or access tokens (these are scrubbed and not included)
• The seller's original repository or git history
• Any rights not explicitly described in the listing and Bill of Sale

6.3 Bill of Sale

Each completed purchase generates a Bill of Sale documenting the specific rights transferred, included assets, excluded components, and seller representations for that transaction.

6.4 Reselling restrictions

You may resell or relicense materials you purchased as an assignment. You may not resell or represent non-exclusively licensed materials as if they were exclusive or assigned to you. Doing so violates this Agreement and the Acceptable Use Policy.

7. Confidentiality for idea listings

7.1 Protected pitches

Some idea listings gate a "protected full pitch" behind sign-in and a confidentiality acknowledgment — the Idea Confidentiality Agreement. By viewing a protected pitch, you agree not to copy, share, or publish it; not to use it to build a competing product without purchasing; not to extract it for any purpose other than evaluating the purchase; and that your access is logged.

7.2 Survival

These confidentiality obligations survive whether or not you purchase, survive the Inspection Window and any refund, and survive termination of your account.

7.3 Enforcement

Breaching these obligations may make you liable for damages and injunctive relief; we may suspend your account and revoke access to protected pitches.

8. Prohibited buyer conduct

• Do not circumvent fees. Moving a Cinderella-originated transaction

off-platform to avoid the 24% commission may result in account termination.

• Do not abuse the Inspection Window. Downloading materials with the intent

of using them without paying, or disputing in bad faith to keep materials without payment, results in termination and liability for the full purchase price.

• Do not scrape or extract data — no bulk-downloading or programmatic

extraction of listings, profiles, or marketplace content beyond normal interactive browsing, and no unauthorized bots or automated agents.

• Do not train models on protected content — protected idea pitches, scrub

reports, and marketplace content may not be used to train AI models.

• Do not reverse-engineer platform tools — the scrubber, valuation engine,

or "Cindy."

• Do not share protected pitches with anyone who has not accepted the

confidentiality obligation.

• Do not manipulate reputation — no fake reviews, collusion, or reputation

gaming.

9. Dispute resolution

9.1 Good-faith resolution

Before formal proceedings, both parties will attempt in good faith to resolve any dispute directly or through Cinderella's dispute process (Section 4.6).

9.2 Small claims court

Either party may bring a qualifying claim in small claims court without first arbitrating.

9.3 Arbitration

Except for small-claims-eligible claims and injunctive relief (Section 9.5), all disputes arising from or relating to this Agreement or your use of Cinderella will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, before a single arbitrator, in King County, Washington.

9.4 Class action waiver

You and Cinderella agree that each party may bring claims against the other only on an individual basis, and waive the right to bring or participate in any class, consolidated, or representative action. This waiver is severable — if it is found unenforceable, the arbitration agreement still applies.

9.5 Injunctive relief

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidentiality, or platform security.

9.6 Opt-out

You may opt out of arbitration by emailing legal@cinderella.fyi within 30 days of your first purchase, with your name, account email, and a statement that you opt out of arbitration.

9.7 Consumer fee protection

If you are an individual consumer and arbitration filing fees exceed the cost of filing in your local court, Cinderella will reimburse the difference on request.

9.8 Mass arbitration

If more than 25 similar arbitration claims are filed against Cinderella within 90 days, the parties will negotiate in good faith a streamlined procedure before the claims proceed.

10. Limitation of liability

10.1 No liability for seller conduct

Cinderella is not liable for any seller's conduct or for the content, quality, safety, or legality of any listing. Your recourse for seller conduct is against the seller.

10.2 No liability for AI-generated content

Cinderella is not liable for valuations, readiness scores, "Cindy's Take" opinions, market-size estimates, or other AI-generated content. These are informational only, not advice.

10.3 No liability for scrub failures

Cinderella is not liable for secrets, credentials, or personal data that survive the scrubber. See the Scrub Disclaimer.

10.4 Liability cap

To the maximum extent permitted by law, Cinderella's total liability arising from or relating to this Agreement or your use of Cinderella will not exceed $1,000 per claim, or the amount you paid to Cinderella in fees for the transaction giving rise to the claim, whichever is greater.

10.5 Carveouts

The liability cap does not apply to our gross negligence, willful misconduct, or fraud; our breach of confidentiality obligations; or any liability that cannot be limited under applicable law.

10.6 No consequential damages

In no event will Cinderella be liable for indirect, incidental, special, consequential, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — on any legal theory.

11. Indemnification

You agree to indemnify and hold harmless Cinderella and its personnel from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: your breach of this Agreement; your misuse of purchased materials (including using non-exclusive materials as if they were exclusive); your breach of the confidentiality obligations in Section 7; or your violation of law or third-party rights in connection with purchased materials. This indemnity is in addition to any other remedies available to Cinderella.

12. General provisions

• Governing law. The laws of the State of Washington, without

regard to conflict-of-law principles.

• Venue. Except for small claims and injunctive relief, disputes are

resolved in arbitration in King County, Washington.

• Entire agreement. This Agreement, with the

Terms of Service, Seller Agreement, Acceptable Use Policy, Scrub Disclaimer, and the Bill of Sale for each transaction, is the entire agreement regarding purchases on the marketplace.

• Amendments. We may update this Agreement; material changes are posted

with an updated effective date, and continued use constitutes acceptance.

• Survival. Sections 2, 6, 7, 9, 10, 11, and any provision that should

survive by its nature, survive termination.

• Severability. If any provision is unenforceable, the rest remain in

force.

• Assignment. You may not assign this Agreement without our consent; we may

assign it in connection with a merger, acquisition, or sale of assets.

Contact: legal@cinderella.fyi · support@cinderella.fyi