Terms of Service

These Terms govern your use of Shipdeed, a marketplace for buying and selling mobile applications, software-as-a-service businesses and related digital assets. Shipdeed is operated by Forgewake LLC, a Wyoming limited liability company (“Forgewake”, “we”, “us”). By creating an account or using Shipdeed you agree to these Terms, the Fee Schedule, the Prohibited Listings Policy and our Privacy Policy.

1. What Shipdeed is, and what it is not

Shipdeed is a venue where sellers list software businesses, buyers review verified information about them, and the two agree on a sale. We provide the listing tools, data verification, confidentiality agreements, messaging, a structured transfer checklist and a payment flow in which the buyer's payment is held until the transfer is complete.

Forgewake is not a party to any sale between a buyer and a seller. We are not a broker-dealer, investment adviser, law firm, accountant or licensed escrow agent, and nothing on Shipdeed is legal, tax or investment advice. You are responsible for your own due diligence and for any professional advice you need.

2. Accounts

• You must be at least 18 years old and able to enter binding contracts. If you act for a company, you confirm you are authorised to bind it.
• You must keep your sign-in details secure and set up two-factor authentication before signing confidentiality agreements, making or accepting offers, paying, or confirming a transfer.
• Sellers and buyers must complete identity verification through our identity verification provider before listing or viewing confidential information. Sellers must also complete payout onboarding with our payment processor before accepting an offer.
• One person, one account. You may not use another person's account or let others use yours.

3. Listings

When you list an asset, you promise that:

• you own it, or are authorised by its owner to sell it, and can transfer everything you describe as included;
• the information you provide is accurate and not misleading, and you will correct it promptly if it changes;
• the asset does not infringe anyone's rights and complies with the rules of the app stores and platforms it depends on;
• you will not list anything covered by our Prohibited Listings Policy.

We review listings before they go live and may decline, remove or request changes to any listing at our discretion.

4. Verified data

Public figures on a listing are calculated only from data we retrieve directly from sources the seller connects, such as app store reporting accounts, subscription analytics accounts, payment accounts and DNS records. Each retrieval is stored as a time-stamped record together with a cryptographic fingerprint of the response received.

“Verified” means that the figures match what the connected source reported to us at the time of retrieval, and that the seller showed control of that source. It does not mean that we audited the business, that the figures include all costs or revenue, that the data source itself is correct, or that past results will continue. Profit, expenses, code quality and the condition of accounts are not verified by us.

To connect a source, a seller provides read-only access credentials or grants our verification account read-only access. Unless the seller chooses monthly refreshes, we delete the credential immediately after the retrieval. Sellers should revoke credentials they no longer want us to use.

5. Confidential information

Confidential listings show only summary bands to the public. To see the full listing, a buyer must accept the listing's confidentiality agreement. That agreement is a contract between the buyer and the seller, with Forgewake as a beneficiary entitled to enforce it, and survives the termination of your account.

6. Offers and deals

• Offers. An offer states a price in US dollars, any additional terms, and an inspection period of 3 to 30 days. Offers expire after 7 days unless accepted or withdrawn. Offers at or above $50,000 require proof of funds approved by us.
• Acceptance. When a seller accepts an offer, a binding agreement to buy and sell on those terms is formed between buyer and seller, subject to these Terms. Other pending offers on the listing are declined.
• Payment. The buyer pays the full price to Forgewake through our payment processor. Card payments are available up to $10,000; larger amounts are paid by bank debit or bank transfer. Funds are held by us and are not released to the seller until the deal completes.
• Handover. Once funds are received, the seller must begin the transfer within 7 days and mark each checklist item as delivered. The buyer confirms each item once received.
• Inspection. When all items are confirmed, the inspection period begins. The buyer may accept the transfer at any time. If the buyer neither accepts nor opens a dispute before the period ends, the transfer is treated as accepted.
• Release. On acceptance, we pay the seller the price less our success fee, once the funds are available from the payment processor.
• Cancellation. Either party may cancel a deal before payment. If the seller does not begin the handover within 7 days of payment, the buyer may send the deal for review and request a refund.

7. Disputes between buyer and seller

Either party may open a dispute while a deal is funded, in transfer or in inspection. Funds then remain held. Our reviewers consider the deal record, messages, checklist and any evidence the parties provide, and decide whether to refund the buyer or release the funds to the seller. A refund is possible only while the funds have not yet been released.

Our decision governs only what we do with the held funds. It does not prevent either party from pursuing other legal remedies against the other. Where the asset has already been transferred and the buyer is refunded, the buyer must return it.

8. Fees and taxes

Sellers pay a success fee when a deal completes, as set out in the Fee Schedule. There is no fee on refunded or cancelled deals. Each party is responsible for its own taxes arising from a sale.

9. Dealing outside Shipdeed

If you meet a counterparty through Shipdeed, you agree not to complete that sale, or a sale of a substantially similar asset to the same counterparty, outside Shipdeed for 24 months. If you do, you owe us the success fee we would have earned. Deals concluded outside Shipdeed have no held funds, no checklist and no dispute review. Messages that appear to share contact or payment details are flagged to the recipient and to our moderators.

10. Conduct

You may not: provide false identity information or false data; manipulate connected sources to inflate figures; access another user's information without authorisation; scrape or copy listings; probe, overload or bypass the security of Shipdeed; harass other users; or use Shipdeed for money laundering, sanctions evasion or any unlawful purpose.

11. Your content

You keep ownership of the content you submit. You give us a worldwide, non-exclusive licence to host, display and process it to operate Shipdeed, including showing listing content to the audience you choose. Messages, offers and deal records are retained as evidence of the transaction.

12. Suspension and termination

We may suspend or close accounts, remove listings or pause deals where we reasonably suspect fraud, a breach of these Terms, a legal requirement or a risk to other users. If a deal is in progress, we will handle held funds in line with section 7 or as the law requires. You may close your account at any time once you have no open deals.

13. Disclaimers

Shipdeed is provided “as is”. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not guarantee that any listing is accurate, that any asset will perform, that any counterparty will perform, or that Shipdeed will be uninterrupted or error-free.

14. Limitation of liability

To the fullest extent permitted by law, Forgewake will not be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data. Our total liability arising from or relating to Shipdeed is limited to the greater of the fees you paid us in the 12 months before the claim and US$100. Nothing in these Terms limits liability that cannot be limited by law, including for fraud.

15. Indemnity

You will indemnify Forgewake against third-party claims, losses and reasonable costs arising from your listings, your breach of these Terms, or your dealings with other users.

16. Governing law and venue

These Terms are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law rules. The state and federal courts located in Laramie County, Wyoming have exclusive jurisdiction, except that consumers resident in the European Union or United Kingdom keep the protection of the mandatory laws and courts of their country of residence.

17. Changes

We may update these Terms. We will give at least 14 days' notice of material changes by email or on Shipdeed. Changes do not affect deals already opened.

18. Contact

Forgewake LLC, 1021 E Lincolnway, Suite 10722, Cheyenne, WY 82001, USA. Email: legal@shipdeed.com.