This Seller Agreement ("Agreement") is entered into between MedWheel Marketplace, LLC ("MedWheel," "we," or "us") and the individual or entity registering as a seller on MedWheelMarketplace.com ("Seller," "you," or "your"). By creating a seller account or listing any product on MedWheel Marketplace, you agree to be bound by the terms of this Agreement.

MedWheel Marketplace is a digital marketplace where healthcare professionals, students, and educators can buy and sell clinical resources, templates, protocols, patient education materials, and related digital content. We are committed to building a fair, creator-friendly platform that supports the healthcare community.

1. Eligibility

To sell on MedWheel Marketplace, you must:

• Be at least 18 years of age
• Have the legal right to sell and distribute the content you list
• Provide accurate information during registration and maintain accurate account details
• Comply with all applicable laws and professional regulations in your jurisdiction

MedWheel Marketplace is intended for healthcare professionals, educators, and students. While we do not require licensure verification at this time, sellers represent that their content is within their area of competence and expertise.

2. Seller Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify MedWheel immediately of any unauthorized use of your account. MedWheel is not liable for any loss or damage arising from unauthorized account access resulting from your failure to protect your credentials.

3. Listings and Content

3.1 Permitted Content

Sellers may list digital resources including but not limited to:

• Clinical protocols and decision trees
• Patient education handouts and materials
• Assessment tools and templates (informal/non-standardized)
• Documentation templates and forms
• In-service and training materials
• Study guides and educational resources
• Any other digital content relevant to healthcare practice or education

3.2 Prohibited Content

The following content is strictly prohibited on MedWheel Marketplace:

• Content containing Protected Health Information (PHI) or any individually identifiable patient data
• Content making unverified, false, or misleading clinical claims
• Content that infringes upon any third-party copyright, trademark, or intellectual property rights
• Content that you did not create yourself, unless you hold explicit written permission from the original creator to sell and distribute it
• Explicit, offensive, discriminatory, or otherwise inappropriate material
• Content that violates any applicable law or professional code of ethics
• Standardized assessments or copyrighted clinical tools not licensed for resale

MedWheel reserves the right to remove any listing that violates these guidelines at any time, with or without prior notice.

3.3 Accuracy of Listings

You are responsible for ensuring that your product titles, descriptions, previews, and tags accurately represent the content being sold. Misleading listings may be removed and may result in account suspension.

3.4 Pricing

Sellers set their own prices. Paid listings must be priced at a minimum of $2.00. Free listings ($0.00) are permitted and encouraged as a tool for audience building. MedWheel reserves the right to update minimum pricing requirements with reasonable notice.

4. Commission and Payments

4.1 Commission Structure

MedWheel Marketplace operates on the following revenue split for all paid sales:

• Seller receives: 65% of the sale price
• MedWheel receives: 35% of the sale price

MedWheel's 35% covers Shopify payment processing fees, platform hosting and security, digital delivery infrastructure, customer support, and ongoing platform improvements. There are no listing fees, sign-up fees, subscription fees, or hidden charges of any kind.

4.2 Payment Processing

Payments are processed through Shopify's payment infrastructure. Sellers will receive their earnings according to MedWheel's current payout schedule, which will be communicated through the seller portal. MedWheel reserves the right to update payout schedules with reasonable advance notice.

4.3 Taxes

Sellers are solely responsible for determining and fulfilling any tax obligations arising from their sales on MedWheel Marketplace, including but not limited to income tax and self-employment tax. MedWheel does not provide tax advice. We recommend consulting a qualified tax professional.

5. Intellectual Property

5.1 Seller Ownership

You retain full ownership of all content you create and list on MedWheel Marketplace. By listing your content, you grant MedWheel Marketplace a non-exclusive, royalty-free license to display, market, and deliver your content to buyers through the platform.

5.2 Non-Exclusivity

This Agreement is non-exclusive. You are free to sell your content on other platforms simultaneously. MedWheel does not require exclusivity.

5.3 Infringement

You represent and warrant that all content you list is original work that you own or have explicit written permission to sell. MedWheel will respond to credible intellectual property infringement claims and reserves the right to remove infringing content and suspend associated accounts.

6. Refunds and Disputes

MedWheel Marketplace currently absorbs the cost of buyer refunds on a case-by-case basis. Refunds are handled at MedWheel's discretion based on buyer concerns, including but not limited to content significantly misrepresented in the listing. MedWheel will notify sellers of any refunds issued for their products. MedWheel reserves the right to update its refund policy with reasonable advance notice.

7. Account Suspension and Termination

MedWheel reserves the right to investigate any reported or suspected violation of this Agreement. Depending on the nature and severity of a violation, MedWheel may take any of the following actions at its sole discretion:

• Issue a warning to the seller
• Temporarily suspend the seller account pending investigation
• Remove specific listings that violate this Agreement
• Permanently terminate the seller account

Serious violations — including but not limited to PHI exposure, fraudulent listings, repeated infringement, or content that poses risk of harm — may result in immediate termination without prior notice. All decisions regarding account suspension or termination will be made on a case-by-case basis.

Upon termination, your listings will be removed from the platform. Any earned commissions for completed sales prior to termination will be paid according to the standard payout schedule unless the termination is related to fraudulent activity.

8. Disclaimers

MedWheel Marketplace is a platform for peer-to-peer sharing of clinical resources. MedWheel does not review, endorse, or guarantee the clinical accuracy, completeness, or appropriateness of any seller content. Buyers use purchased resources at their own professional discretion. Sellers are solely responsible for the accuracy and quality of their listings.

Nothing on MedWheel Marketplace constitutes medical advice, and no content sold on the platform should be construed as such.

9. Limitation of Liability

To the fullest extent permitted by law, MedWheel Marketplace shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the platform, your listings, or any buyer's use of your content. MedWheel's total liability to any seller shall not exceed the total commissions earned by that seller in the three months preceding the claim.

10. Modifications to this Agreement

MedWheel reserves the right to modify this Agreement at any time. Sellers will be notified of material changes via email or through the seller portal. Continued use of the platform following notification of changes constitutes acceptance of the updated Agreement.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to conflict of law principles. Any disputes arising under this Agreement shall be resolved in good faith between the parties. If resolution cannot be reached informally, disputes shall be subject to binding arbitration in Little Rock, Arkansas under applicable arbitration rules.

12. Entire Agreement

This Agreement, together with MedWheel Marketplace's Privacy Policy and Terms of Service, constitutes the entire agreement between MedWheel and the Seller with respect to the subject matter herein and supersedes all prior agreements or understandings. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Questions?

If you have questions about this Agreement, please contact us at:

MedWheel Marketplace, LLC
info@medwheelmarketplace.com
medwheelmarketplace.com
Little Rock, Arkansas

By creating a seller account or listing any product on MedWheel Marketplace, you acknowledge that you have read, understood, and agree to be bound by this Seller Agreement.

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