Terms & Conditions

Marketplace Terms and Conditions Agreement

Last Updated: 04/10/2025

Note on Spanish/English Versions: QueryLoop, Inc. is a company incorporated in the State of Delaware in the United States of America. This Agreement is provided in English. A Spanish version may be available for convenience; if there is any conflict, the English version will control. By checking the box acknowledging agreement to these terms or otherwise registering for or using the Platform, Seller agrees to be bound by this English version of the “Marketplace Terms and Conditions Agreement.”

1. Acceptance of Terms

BY CHECKING THE BOX ACKNOWLEDGING AGREEMENT TO THESE TERMS OR OTHERWISE REGISTERING FOR OR USING THE PLATFORM, SELLER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

This Agreement, including any terms and policies incorporated herein by reference (collectively, the “Agreement”), sets forth the terms under which QueryLoop, Inc., d/b/a Publica (“Publica”) makes its marketplace platform (the “Platform”) available to you and the company or organization on whose behalf you are registering (“Seller”).

The Platform enables Seller to create and customize an online store or library (the “Seller Store”) whereby Seller can make available: (a) certain digital publications and other content provided by Seller (the “Seller Content”), and/or (b) certain digital publications or other content which Publica makes available to Seller through the Platform (the “Marketplace Content”), for sale or other distribution to end users through the Platform (“End Users”). Together, the Seller Content and the Marketplace Content offered through the Seller Store are referred to as the “Store Content.”

By registering or using Seller’s account, you represent and warrant that you are authorized to accept this Agreement on behalf of Seller. This Agreement supersedes and replaces all prior agreements and terms that relate to Seller’s use of the Platform, including, if applicable, the Unlimited Service Sale Agreement, the Sales & Revenue Share Agreement, and the SaaS and Sales Agreement and Terms of Service.

2. Changes to this Agreement

Publica may change the terms of this Agreement at any time in its sole discretion upon thirty (30) days’ notice to Seller (or such different notice period as specified in the notice) (the “Notice Period”). The changes will be effective at the end of the Notice Period. Seller’s continued use of the Platform after the end of the Notice Period, including offering any Products for sale on the Platform, constitutes Seller’s acceptance of such changes. If Seller does not agree to any changes, Seller must discontinue all use of the Platform and remove all of its Seller Content before the end of the Notice Period.

3. Subscription Plans; Cancellation

Use of the Platform is subject to the terms of this Agreement as well as the features, limitations, and other requirements of the applicable subscription plan (or plans) that Seller has selected (the “Subscription Plan”). The features, limitations, and requirements for each Subscription Plan, including any applicable Subscription Fees (as defined below), are set forth on the Publica.la website (the “Site”) at https://publica.la/en/plans-and-pricing/.

Subscription Plans that require subscription fees may have monthly, annual, or other terms (the “Subscription Term”). Seller may change or cancel its Subscription Plan at any time by emailing Publica at support@publica.la. However, no refunds of any Subscription Fees will be provided in connection with any change or cancellation of the Subscription Term, except as otherwise expressly provided in this Agreement or as required by applicable law.

The Subscription Term will automatically renew at the end of each term (each, a “Renewal Term”) unless Seller cancels before the end of the previous term by emailing Publica at support@publica.la, or Publica terminates Seller in accordance with Section 12 of this Agreement. It is solely Seller’s responsibility to cancel the Subscription before the end of the current Subscription Term, in order to avoid renewal. Publica may change the features, limitations, or requirements of any Subscription Plan upon written notice, provided such changes will not go into effect until the end of the Subscription Term (if applicable).

4. Free Trials

From time to time, we may offer free trials or other promotional subscriptions (“Trial Subscriptions”) that automatically convert into a paid subscription after a certain promotional period (“Promotion Period”). SELLER ACKNOWLEDGES THAT SELLER MUST CANCEL THE TRIAL SUBSCRIPTION BY EMAILING PUBLICA AT SUPPORT@PUBLICA.LA BEFORE THE END OF THE PROMOTION PERIOD TO AVOID BEING CHARGED FOR A STANDARD SUBSCRIPTION. SELLER AUTHORIZES PUBLICA TO CHARGE THE PAYMENT METHOD PROVIDED IF SELLER HAS NOT CANCELLED BEFORE THE END OF THE PROMOTION PERIOD.

5. Seller’s Obligations

a. Registration

To activate the Seller Store, Seller must create an account (the “Account”) and provide all information requested by Publica during activation. The Seller Store must be accepted by Publica in its sole discretion. Seller must keep all Account information accurate and updated. Any failure to do so is a breach of this Agreement and may result in termination of Seller’s Account. Seller is responsible for maintaining the security and confidentiality of its Account (including all passwords) and for all activities performed under its Account.

b. Fees; Automatic Renewal

Certain Subscription Plans may require payment of a one-time set up fee (the “Set-Up Fee”) and/or a subscription fee (the “Subscription Fee”), as set forth on our Site at https://publica.la/en/plans-and-pricing/. In addition, Publica reserves the right to charge the following transaction fees:

(Collectively, these are “Transaction Fees.” Any Set-Up Fees, Subscription Fees, and Transaction Fees are collectively referred to as the “Fees.”)

c. Additional Fees and Payment Terms

  1. Plan-Based Commission.
    Seller’s transactions are subject to the commission stated in the Subscription Plan that Seller has purchased or agreed upon.
    Currently, the Platform is built on Stripe, and we absorb Stripe’s base fee of 2.9% + $0.30 USD. Additionally, for transactions made with international cards (i.e., cards issued outside the U.S.), we cover an extra 1.5%.
    However, Stripe may impose additional charges for certain operations that we need to pass on to Seller.
  2. Stripe Product Fees.
    The following fees are charged by Stripe for certain products and services and may be passed on to Seller when applicable:
    • Adaptive Acceptance: 0.08% of the analyzed volume
    • 3D Secure (3DS): $0.03 USD per transaction analyzed
    • Card Account Update (CAU): $0.25 USD per transaction analyzed
    • Radar for Fraud Teams: $0.07 USD per transaction analyzed
    These Stripe fees are in addition to any commissions, subscription fees, or transaction costs noted elsewhere in this Agreement.
  3. Refunds.
    Seller may issue full or partial refunds to End Users up to 48 hours after the original transaction. Transaction fees are generally nonrefundable because credit card networks and payment service providers charge them regardless of any subsequent refund. We strive to review and process approved refunds in under one hour whenever possible.
    Notwithstanding the foregoing, Publica reserves the right to issue refunds at its sole discretion at any time if necessary to minimize disputes or chargebacks.
  4. Dispute/Chargeback Fees.
    If an End User or their bank initiates a dispute or chargeback, Seller will be charged a $30 USD fee per dispute or chargeback, regardless of the outcome. This fee is imposed by credit card networks and payment service providers and is not refundable.
  5. Payouts.
    We do not add any extra fees for processing payouts to Seller. However, we are not responsible for any fees or charges applied by the receiving bank or any intermediary bank, particularly in international transfers; Seller bears all such costs. Any payout delays or failures resulting from inaccurate or incomplete banking details provided by Seller remain Seller’s sole responsibility.

d. Payment Method and Subscription Charges

Set-Up Fees will be charged to the credit card, debit card, or other payment method (“Payment Method”) provided at setup. If Seller’s Subscription Plan requires payment of a Subscription Fee, Seller (a) agrees to pay the Subscription Fees in advance at the initial term and on the date of each renewal (including any applicable taxes or fees) and to reimburse Publica for all collection costs and interest on overdue amounts; (b) will provide and maintain a valid Payment Method on file; and (c) authorizes Publica or its payment processors to store and automatically charge such Payment Method for all amounts due under this Agreement.

AUTORENEWAL: SELLER UNDERSTANDS AND AGREES THAT ITS SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR THE SAME DURATION AND THAT SELLER’S PAYMENT METHOD WILL AUTOMATICALLY BE CHARGED FOR THE RENEWAL TERM (WITHOUT FURTHER AUTHORIZATION AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW) UNLESS SELLER CANCELS ITS SUBSCRIPTION IN WRITING PRIOR TO THE END OF THE PREVIOUS TERM BY EMAILING SUPPORT@PUBLICA.LA, OR PUBLICA CANCELS WITH WRITTEN NOTICE. SELLER ACKNOWLEDGES THAT THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE SUBSCRIPTION FEES INCREASE.

If Publica is unable to charge the Subscription Fee or other amounts due to Seller’s Payment Method, Seller will promptly provide a replacement Payment Method or pay Publica directly upon demand. Publica may deduct any owed Fees from any Sales Proceeds due to Seller. If Subscription Fees remain unpaid, Publica may suspend or terminate Seller’s Account, after notice, as set forth in this Agreement.

All Fees are nonrefundable and there are no credits for partially used periods except (i) as expressly set forth in this Agreement, (ii) as required by applicable law, or (iii) at Publica’s sole discretion. All Fees are in U.S. Dollars.

6. Publica Revenue Share

Publica is entitled to a revenue share (the “Publica Revenue Share”) on all sales or subscriptions of Store Content (whether Seller Content or Marketplace Content) through the Seller Store. For Seller Content, the Publica Revenue Share is based on the percentage of “Sales Proceeds” specified in the applicable Subscription Plan. “Sales Proceeds” means all amounts collected from End Users regarding sales/subscriptions of Store Content, excluding sales and similar pass-through taxes collected from End Users.

For Marketplace Content, the Publica Revenue Share is fifteen percent (15%) of the suggested sales price (“SSP”) set by the content provider (the “Content Provider”). The SSP is displayed in the Seller’s Storefront dashboard (“Dashboard”). This 15% rate applies regardless of the Subscription Plan.

7. Compliance with Platform Policies

Seller agrees that both Seller and the Seller Store will comply with Publica’s Platform Policies, as updated from time to time (“Platform Policies”), which are incorporated by reference. Publica’s current Platform Policies are located at https://app.publica.la/platform/privacy-policy. Failure to abide by these Policies or any terms of this Agreement may result in termination of Seller’s Account and possible legal liability for Seller.

8. Seller Content

If a Seller Store includes Seller Content, once the Seller Account is approved by Publica, Seller will:

Publica does not routinely review Seller Content but may remove or suspend access to any Seller Content at its sole discretion. Seller is solely responsible for maintaining backup copies of Seller Content and any information provided by Publica. Publica shall bear no liability for loss of such data.

9. Permits; Taxes

Seller will obtain all permits and licenses required to operate its business under Applicable Law and pay all related taxes for selling its Store Content, except that Publica will collect and remit sales tax on sales made through the Platform.

10. End User Agreement

Seller will present an End User agreement for the Seller Store in its name, in the form provided by Publica, unless Seller obtains Publica’s written approval to use another form.

11. Customer Service

Seller is responsible for all first-level support to End Users and for resolving any issues related to the Store Content. If Seller fails to address customer service matters in a timely manner, or Publica’s requests about such issues, Publica may suspend Seller’s Account or take other action deemed necessary to protect End Users.

Refunds (Consolidated Clause)

Note: Seller is responsible for refunds and exchanges and for notifying Publica when an End User is due a refund. See Section 5.c(3) – Refunds for the 48-hour refund period and Publica’s discretion to process refunds at any time. Publica may set off refunded amounts against future payments to Seller or invoice Seller directly.

12. Insurance

If requested by Publica, Seller will obtain and maintain Commercial General Liability insurance (including product and completed operations, personal and advertising injury, and contractual liability coverages) with minimum limits of $2,000,000 per occurrence/$4,000,000 aggregate, from an insurer rated “A-” or better by A.M. Best. Seller must name Publica as “Additional Insured” and provide certificates of insurance upon request.

13. Publica Obligations

a. Hosting and Order Processing; Sales Proceeds

Publica will host the Seller Store (including Store Content) on the Platform under the terms of this Agreement and subject to the Service Level Agreement below. End Users purchase Store Content through the Platform checkout. Publica (or third-party providers) collects payment on Seller’s behalf. All transactions are between Seller and the End User, and Seller is the seller of record. Seller authorizes Publica to accept payment from End Users on Seller’s behalf. Publica reserves the right to refuse to process any Order in its sole discretion.

b. Support

Publica provides second-level technical support on weekdays (excluding Federal Holidays) from 9:00 am to 5:00 pm Eastern time (“Support Hours”), primarily via email at support@publica.la. Publica aims to respond to support tickets within one (1) business day.

c. Service Level Agreement

The Platform will have an uptime of 99.9% monthly, excluding: (a) holidays and weekends; (b) scheduled maintenance; (c) periods of maintenance requested by Seller; or (d) downtime from outages of third-party connections or other reasons beyond Publica’s control (“Downtime Exclusions”). SELLER’S EXCLUSIVE REMEDY for downtime (beyond these exclusions) lasting more than two hours is a credit of 5% of the monthly Subscription Fee for each 2+ hour outage period, capped at one credit per day. Downtime starts when Seller notifies Publica and continues until the Platform is restored. Credits are not cumulative beyond one prorated week of Subscription Fees per calendar month and cannot be redeemed for cash.

d. Seller Proceeds; Payments

The amount due to Seller (“Seller Proceeds”) for Seller Content is equal to the Sales Proceeds minus the Publica Revenue Share and any Transaction Fees. For Marketplace Content, Seller Proceeds are shown as “earnings” in the Dashboard (reflecting deduction of the Publica Revenue Share and the Content Provider Share). Publica pays Seller on a monthly basis, provided Seller Proceeds meet or exceed $100. Otherwise, Publica may delay payment until at least $100 is due. Payments are in U.S. dollars via direct deposit to Seller’s bank. Seller is responsible for any bank fees. If Seller’s balance is negative, Publica may offset future payments or invoice Seller for the shortfall.

Publica may withhold Seller Proceeds or return funds to End Users if it suspects wrongdoing by Seller or any violation of this Agreement, or it may offset other amounts owed to Publica. Additionally, Publica may maintain a reserve for anticipated returns or other liabilities.

e. Payment Suspension

Publica may suspend Seller’s Account and withhold Seller Proceeds if (a) Seller does not comply with the Platform Policies, (b) Publica believes Seller’s performance or behavior could result in End User disputes, or (c) Seller otherwise breaches this Agreement. In such cases, Publica may delay or withhold payment until completion of any related investigation(s).

f. Marketplace Content

If Seller opts to offer Marketplace Content, Publica will make such content available through the Seller Store while it remains on the Platform. Seller understands the availability of such third-party content may expire before the end of the Term.

14. Intellectual Property

a. Use Rights

Subject to Seller’s compliance with this Agreement, Publica grants Seller a limited, non-exclusive, revocable, non-transferable license to (i) install, use, and reproduce Publica’s software, APIs, and related documentation (“Publica Software”) solely to create and operate the Seller Store, and (ii) access and use the Platform and Publica Software to sell or distribute Store Content. Seller may not adapt, modify, or create derivative works from the Publica IP (as defined below), nor use the Publica IP except as expressly allowed under this Agreement.

b. Publica Ownership

Publica (and its providers/licensors) owns all rights to the Platform, the Publica Software, and any Marketplace Content (the “Publica IP”), including all intellectual property rights. All rights not expressly granted to Seller are reserved by Publica.

c. Seller Ownership

As between the Parties, Seller owns all rights to the Seller Content, Seller Marks, and other materials Seller uploads to the Seller Store (collectively, “Seller IP”). Seller grants Publica a worldwide, royalty-free, sublicensable right to reproduce, distribute, display, and otherwise use the Seller IP to operate the Platform and fulfill Publica’s obligations under this Agreement.

d. Feedback

Any suggestions, ideas, or feedback (“Feedback”) provided by Seller to Publica regarding the Platform or Publica’s software may be used by Publica freely and without obligation. Seller grants Publica an irrevocable license to use Feedback for any purpose.

15. Confidentiality

a. Obligation

Each Party will treat as confidential all nonpublic information of the other (“Confidential Information”). The receiving Party will use Confidential Information solely to fulfill this Agreement and must limit disclosure to those with a need to know. Each Party will notify the other of any unauthorized disclosure of Confidential Information.

b. Exceptions

The receiving Party’s confidentiality obligations do not apply to information that is (i) independently developed, (ii) already in the Party’s possession, (iii) publicly available without breach, (iv) lawfully received from a third party without confidentiality obligations, or (v) disclosed under court order (with prior notice, if lawful).

c. No Publicity

Seller will not use Publica’s name, logo, or other marks in publicity or marketing without Publica’s prior written consent.

d. Use of Subcontractors

Publica may use subcontractors (including payment processors) to perform its obligations under this Agreement.

e. Data Protection

Publica will only use End Users’ personal data (“Customer Data”) to operate the Platform and perform its obligations. Both Parties will use reasonable measures to protect such data.

16. Representations and Warranties

a. Seller Warranties

Seller represents and warrants that (i) it owns or controls the Seller IP, (ii) it will not offer illegal or infringing content, (iii) it complies with all Applicable Laws, (iv) its Seller Store privacy policy accurately explains data handling, and (v) all Seller Content is free from harmful code.

b. Publica Warranties

Publica represents and warrants that (i) it owns or controls the Platform and Publica Software, (ii) it is authorized to license Marketplace Content to Seller, and (iii) the authorized use of the Platform, Publica Software, and Marketplace Content does not infringe third-party rights.

c. Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, THE PLATFORM, MARKETPLACE CONTENT, AND PUBLICA SOFTWARE ARE PROVIDED “AS IS.” PUBLICA AND ITS AFFILIATES, PROVIDERS, AND LICENSORS DISCLAIM ANY AND ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, OR THOSE ARISING FROM COURSE OF DEALING/USAGE.

17. General Release and Indemnification

a. Section 1542 Waiver (California Law)

Seller acknowledges the release applies to unknown and unanticipated claims and waives rights under California Civil Code Section 1542 or similar laws.

b. Indemnity

Seller will defend and indemnify Publica (and its affiliates, employees, etc.) from any and all losses, claims, or costs (including attorneys’ fees) arising from (i) Seller’s breach of warranties or obligations, (ii) Seller Content (including infringement claims), (iii) claims by End Users, or (iv) Seller’s negligence or misconduct. Publica may control the defense of such claims.

Publica will indemnify Seller from third-party claims that Publica’s Platform or software (used as authorized) infringes a third party’s intellectual property rights.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PUBLICA OR ITS AFFILIATES/SUPPLIERS BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES EXCEEDING THE TOTAL FEES PAID BY SELLER TO PUBLICA IN THE 6-MONTH PERIOD PRECEDING THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

19. Term and Termination

a. Term

This Agreement commences on the date Seller first accepts it or uses the Platform and continues until terminated in accordance with these terms.

b. Termination

Seller may cancel its subscription and terminate at any time (see “Subscription Plans; Cancellation” above). Publica may terminate (i) upon thirty (30) days’ notice if Seller is in material breach and does not cure within those 30 days, (ii) upon sixty (60) days’ notice if Publica discontinues the Platform, or (iii) upon sixty (60) days’ notice at the end of the current Subscription Term. Publica may suspend Seller’s access immediately if Seller breaches this Agreement.

c. Effects of Termination

If Publica terminates without cause, Publica will refund any prepaid Subscription Fees on a prorated basis. If termination is due to Seller’s breach, no refund is provided. Upon termination, Seller’s access (including End User access) ceases, and Seller is responsible for retaining copies of Seller Content or End User data. Certain obligations (e.g., confidentiality, indemnification) survive termination as indicated herein.

20. Miscellaneous

a. Notices

Publica may communicate notices to Seller through the Platform or via the email on file. Seller must send legal notices by certified mail or overnight courier to Publica at 651 N. Broad St., Suite 206, Middletown DE 19709. For other inquiries, Seller may contact Publica through the Platform or as indicated in the Platform Policies.

b. Subcontracting

Seller may use subcontractors if they comply with this Agreement. Seller remains liable for their acts/omissions. Publica may ask Seller to cease using a subcontractor in its sole discretion.

c. Relationship

The Parties are independent contractors. Nothing here creates a partnership, agency, or joint venture. Seller bears all expenses for fulfilling its obligations.

d. Force Majeure

Neither Party is liable for failures due to events beyond its reasonable control, such as war, riots, strikes, or natural disasters.

e. Governing Law; Disputes; Jury Waiver

This Agreement is governed by Delaware law, without regard to conflict-of-law principles. If Seller is a U.S. entity, any dispute shall be resolved in state or federal courts in New York, NY. Both Parties waive the right to a jury trial. If Seller is a non-U.S. entity, disputes shall be referred to JAMS International Arbitration in New York, NY (English language), with a single arbitrator experienced in online terms. The arbitrator’s award is final. Publica may seek injunctive relief in any relevant forum. The Parties agree to keep arbitration proceedings confidential except as required by law.

f. Assignment

Seller may not assign this Agreement without Publica’s prior written consent. Publica may assign without restriction. This Agreement binds permitted assignees.

g. No Waiver

Any waiver by Publica must be in writing. Failure to strictly enforce a provision does not waive Publica’s right to do so later.

h. Severability

If any provision is held invalid, the remaining provisions remain in full force and effect.

i. Entire Agreement

This Agreement is the entire agreement between the Parties regarding the Platform and supersedes any prior or contemporaneous agreements, written or oral, related to its subject matter.