Seller Agreement

Effective date: August 12, 2026 · Provider: Todd Fishman (doing business as Cinderella FYI; "Cinderella", "we", "us")

A note on the legal entity: Cinderella currently operates as Todd Fishman, a sole proprietor doing business as Cinderella FYI. If a legal entity (such as an LLC or corporation) is formed in the future, these documents will be updated to name it.

By listing a repository, project, or idea ("Submission") for sale on Cinderella, you ("Seller") agree to the following.

1. Ownership & right to sell

You represent and warrant that:

• You are the sole owner of the Submission, or you have the full legal right and

all necessary licenses and consents to sell and transfer it on the rights model stated in your listing.

• The Submission does not infringe any third party's intellectual property,

and is not encumbered by an obligation (e.g. an employer IP assignment, investor/SAFE agreement, client work-for-hire agreement, NDA, or a copyleft license that contaminates the whole codebase) that prohibits its sale.

• No third party (co-founder, contractor, employer) has a claim to it that you

have not disclosed and resolved.

• The Submission does not contain backdoors, credential-harvesting

mechanisms, undisclosed network calls or data-exfiltration functionality, time bombs, or any other malicious or deliberately hidden functionality (the "malware warranty").

2. Open-source components

Using open-source software does not make a Submission unsellable — almost every real project depends on it. The rules are:

• Permitted: third-party libraries and tools used under their original

licenses (e.g. MIT, Apache-2.0, BSD). These transfer with the Submission but remain subject to their own license terms; they are not owned by you and are not assigned to the Buyer.

• Prohibited encumbrances: licenses or obligations that make the Submission

itself unsellable — for example, copyleft terms that would force the entire codebase open, or code owned by your employer or a client.

• Disclosure: you must disclose the open-source components your Submission

depends on and keep their license and attribution files intact in the Submission. Misrepresenting an encumbered codebase as freely sellable is a breach of this Agreement.

3. What is being sold

The deliverable in every code sale is the scrubbed bundle — the cleaned copy of your Submission produced by the scrub pipeline (see the Scrub Disclaimer). You keep your original repository; Cinderella never takes possession of it and a sale never requires you to hand over your original repo, git history, or accounts. What transfers is the scrubbed bundle plus the rights below.

The rights model is stated on each listing and must be one of:

• Assignment (default for repo sales). On release of escrow you assign to

the Buyer all of your right, title, and interest in the code, assets, and documentation contained in the scrubbed bundle, including the copyright in them. You may retain a private archival copy of your original repository, but after the assignment you may not use it commercially, relicense it, list it again, or sell the same work to anyone else. Disclosed open-source components are excluded — they stay under their own licenses.

• Non-exclusive license. If your listing expressly says "non-exclusive,"

the Buyer instead receives a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, distribute, and sublicense the materials. You keep ownership and may continue to use, license, or sell the same work — but you may never represent a non-exclusive listing as exclusive.

• Idea materials transfer (idea listings). The Buyer receives the written

pitch and supporting materials and the right to use them. Ideas themselves are not protectable by copyright: the Buyer does not get a monopoly on the underlying concept, and you agree not to resell the identical pitch to another buyer unless the listing says otherwise.

Rights transfer when escrow releases — when the Buyer confirms the hand-off or the 7-day inspection window ends, whichever comes first. Each completed sale generates a Bill of Sale recording exactly what was conveyed. Listings offered for equity or revenue share instead of cash are governed by the Non-Cash Listing Terms, not this section.

4. No secrets, no personal data

You agree not to submit live credentials, API keys, customer data, or personal information. Cinderella runs an automated scrub (see the Scrub Disclaimer), but the obligation to not upload such material is yours. You will review the scrub report and confirm the cleaned Submission before it is listed. The scrub is a safety net, not your first line of defense.

5. Fees & payouts

• Cinderella charges a 24% commission on each cash

sale.

• Payments are processed by Stripe. Payouts go to your connected Stripe

account after the 7-day escrow/inspection window closes (buyer confirmation or automatic release on day 7).

• Stripe may require identity verification (KYC) before you can receive

payouts, and may delay or reverse payouts for suspected fraud. Where required by law, Stripe issues tax forms (e.g. 1099-K) for your payouts.

• If a Buyer's dispute during the inspection window is upheld, the sale is

refunded and no payout is made. If a chargeback or payment reversal occurs after payout on a transaction where you breached this Agreement, you must return the payout.

• You are responsible for your own taxes on sale proceeds.
• Non-circumvention. Buyers who reach you through Cinderella are platform

introductions. You agree not to invite or accept an off-platform transaction with such a buyer to avoid the platform fee, for 24 months after your last platform contact with them, as described in the Terms of Service (Non-circumvention). If you sell off-platform to a buyer Cinderella introduced, the fee that would have applied remains due.

6. Accuracy of listings

Valuations and readiness scores shown are automated estimates, not guarantees of price or value. You are responsible for the accuracy of your title, description, claims, and stated rights model.

7. Prohibited submissions

Malware, stolen code, projects built to defraud, content that violates law or third-party rights, or anything designed to exfiltrate data post-sale. See the Acceptable Use Policy.

8. Indemnity

You will defend, indemnify, and hold harmless Cinderella and the Buyer from and against any third-party claim, and the resulting damages, losses, and reasonable attorneys' fees, arising from your breach of Sections 1, 2, or 4 (ownership, infringement, undisclosed encumbrances, malware, or secrets/personal data you introduced), or from fraud or intentional misrepresentation in your listing.

Procedure:

• Notice. Cinderella or the Buyer will notify you in writing (email to your

account address is sufficient) promptly after learning of a claim. A delay in notice reduces your obligations only to the extent it actually prejudices your defense.

• Defense & counsel. You may assume control of the defense with counsel

reasonably acceptable to the indemnified party; the indemnified party may participate with its own counsel at its own expense. If you do not assume the defense promptly, the indemnified party may defend the claim at your expense.

• Settlement. You may not settle a claim in a way that admits fault by, or

imposes any obligation on, Cinderella or the Buyer without their prior written consent.

• Cooperation. The indemnified parties will reasonably cooperate in the

defense at your expense.

• Not capped. Your indemnity obligations are not limited by any

liability cap in these documents.

9. Takedown

We may remove any Submission at our discretion, including on a credible infringement or data-exposure report, under the Takedown Policy.

10. Survival

Sections 1, 2 (representations and warranties), 3 (rights conveyed in completed sales), 8 (indemnity), and 11, and any provision that by its nature should survive, survive termination of this Agreement or closure of your account.

11. Governing law & disputes

This Agreement incorporates the dispute-resolution, arbitration, and class-action-waiver provisions of the Terms of Service. Governed by the laws of the State of Washington.

Contact: legal@cinderella.fyi

*Seller attestation checkbox (required at listing time):* "I own this or have the right to sell it, and I have removed all secrets and personal data."