Terms of Service

1. About these terms

Golden Seat is an online platform, operated by VanSquared, a Delaware LLC ("Golden Seat", "we", "us"), at www.goldenseat.social. It lets people create and join communities with a limited number of seats, and buy and sell those seats.

These terms are an agreement between you and Golden Seat. By creating an account, taking a seat, or opening a community, you agree to them. If you do not agree, do not use the platform.

Three roles appear throughout:

• A creator opens and runs a community.
• A member holds a seat in a community.
• A buyer is anyone paying for a seat, whether from a creator or from another member.

One person can be all three in different communities.

2. Your account

You need an account to use Golden Seat. You sign up with an email address, a username and a password, and you confirm your email address before you can sign in.

• You must be at least 18 years old and able to enter into a contract. [Counsel to confirm the minimum age.]
• The information you give us must be accurate, and you must keep it current.
• One account per person. Your account is yours alone; do not share your sign-in details or let anyone else use your account.
• You are responsible for what happens under your account. Tell us promptly at [support email] if you think someone else has access to it.
• Your username, display name, profile photo and bio are visible to other users and on your public profile page.

To sell a seat or open a community you also need a Stripe Express account, set up through us. Stripe verifies your identity and holds your payout details. That relationship is governed by Stripe's own terms, described in section 4.

3. Communities and seats

Communities. A creator opens a community by giving it a name, a description, an image, a number of seats between 1 and 20, and one starting price per seat. The number of seats is fixed when the community is created. The creator holds every seat at the start.

What a seat is. A seat is a membership in one community. While you hold a seat you can read and post in that community's chat, read the creator's announcements and their attachments, and appear in its member list. You can hold one seat per community.

What a seat is not. A seat is not an investment, a security, a share in the community or in Golden Seat, or a promise of any return. It carries no ownership of the community's content and no right to any payment. The price someone may later pay you for a seat can be lower than what you paid, or nothing. Buy a seat because you want to be in the community.

How you get a seat.

• Free seats: if the creator priced their seats at zero, you can claim one of the creator's seats directly.
• Paid seats from the creator: you pay the listed price through Stripe Checkout and the seat moves to you when payment completes.
• Resale: you buy a seat that a member has listed, or a member accepts your offer. See section 6.

What the creator provides. The creator, not Golden Seat, runs the community and decides what happens in it. Golden Seat provides the software. We do not promise that a creator will post, respond, or keep a community running. Section 5 describes how creator payouts depend on the creator staying active, and section 7 describes what happens when a creator stops.

Losing a seat. Your seat ends when you sell it, when a refund under section 7 returns it to the creator, or when your account is closed under section 10.

4. Prices, fees and payments

Prices. All prices are in US dollars. A paid seat must cost at least $0.50, the smallest amount our payment processor will charge. Only a creator can offer a seat for free. A member who lists a seat for resale must set a price of $0.50 or more.

The split. Every paid seat sale is divided the same way.

Who	Share of the price	On a $20.00 seat
Seller	80%	$16.00
The community's creator	10%	$2.00
Golden Seat	10%	$2.00

When the creator sells one of their own seats, the creator is also the seller and receives both shares, 90% in total. On a resale, the member selling receives 80% and the creator receives 10%. Amounts are rounded to the cent, and any rounding difference falls to Golden Seat's share.

How payment works. Payments are processed by Stripe. You pay by card on a Stripe Checkout page; Golden Seat never sees or stores your card number. The seat moves to you when Stripe confirms the payment. If payment fails or you leave the checkout page, no seat moves and you are not charged. A checkout page expires 31 minutes after it opens, and the seat is reserved for you while it is open, so nobody else can buy it in the meantime.

Who the seller is. The seller of a seat is the creator or member who held it, not Golden Seat. The payment goes to the seller's own Stripe account. Golden Seat's share and the creator's share are deducted from it as fees. [Counsel to confirm the marketplace characterisation and its tax consequences.]

Stripe accounts for sellers. To sell a seat or open a community you must complete Stripe Express onboarding through Golden Seat, and Stripe must have enabled charges and payouts on your account. You agree to the Stripe Connected Account Agreement. Stripe may ask you for identity and tax information and may issue tax forms to you.

Taxes. Sellers are responsible for any taxes on what they earn. Prices shown do not include sales tax. [Counsel to advise on state sales tax for digital memberships and whether any marketplace-facilitator duty applies.]

Disputes and chargebacks. If you dispute a card charge with your bank instead of contacting us first, we may suspend the seat involved while the dispute is open. A seller is responsible for amounts reversed by a successful dispute on their sale.

5. Creator payouts

This section applies to creators. Its purpose is to protect buyers: a creator is paid over time, as the community they sold access to stays alive.

Where the money sits. When a seat sells, the creator's proceeds go into the creator's own Stripe Express balance. Golden Seat does not hold that money. Golden Seat controls only when it is paid out from the Stripe balance to the creator's bank account. Creators cannot change their payout schedule or trigger payouts themselves.

The release schedule. For each sale of a creator's own seat, the creator's proceeds, 90% of the price, are released in nine parts:

• 25% is released at the time of sale.
• The remaining 75% is released in eight equal weekly parts, one each week for the eight weeks after the sale.

On a $20.00 seat the creator's proceeds are $18.00, released like this:

When	Amount
At sale	$4.50
Each of weeks 1 to 7	$1.68
Week 8	$1.74

The last part absorbs rounding so the total is exact.

The activity requirement. The first part is always released. Each weekly part is released only if the creator was active in that community during the seven days before it falls due. Active means the creator did at least one of the following in that community:

• posted an announcement,
• sent a message in the chat, or
• accepted an offer for a seat.

If the creator was not active, that part is held. Held parts are checked again every day and released once the creator has been active in the preceding seven days. Nothing is forfeited by a quiet week alone. Section 7 describes what happens after a longer absence.

The creator's share of resales. When a member resells a seat, the creator's 10% share follows the same schedule and the same activity requirement.

Timing is subject to Stripe. A release can only happen once Stripe shows the funds as available in the creator's balance, which is typically a few days after the buyer's payment. A part that is due but not yet available waits and is retried daily. Bank arrival times are set by Stripe and the creator's bank. If a bank rejects a payout, we show the bank's message on the creator's earnings page and retry automatically, up to five times about a day apart. After that the creator corrects their bank details in their Stripe dashboard and retries from the earnings page.

Seeing your payouts. The earnings page shows, for each community, what has been released, what is upcoming with its next release date, and what is held.

6. Reselling a seat and offers

Listing your seat. If you hold a seat you may list it for sale at a price you choose, $0.50 or more, and you may change the price or take it off the market at any time before it sells. You need a completed Stripe Express account to list a seat. You can only sell a seat you hold.

When your seat sells. The seat moves to the buyer when their payment completes, and you lose access to the community at that moment. You receive 80% of the price. A member's resale proceeds are not spread over time: they are released as one payout once Stripe shows the funds as available. The creator's 10% share and Golden Seat's 10% share are deducted as described in section 4.

Buying a resale seat. You cannot buy a seat in a community where you already hold one. Where several seats are listed, the join flow sells you the lowest-priced seat available.

Offers. If you do not hold a seat in a community, you may make an offer: a price of $0.50 or more that you are willing to pay for a seat there.

• An offer is made to the community as a whole, not to one seat. Any current seat holder, including the creator, may accept it. The first to accept gets the sale.
• You may have one live offer per community. The creator of a community and its existing seat holders cannot make offers in it.
• An offer stays open for 7 days unless it is accepted or you withdraw it.
• Making an offer does not charge your card. When a holder accepts, you have 48 hours to pay through Stripe Checkout. The seat moves to you only when that payment completes.
• If you do not pay within 48 hours the acceptance lapses, and the holder keeps their seat.
• You may withdraw an offer at any time before you pay.
• An offer ends automatically if you get a seat in that community another way, or if the seat tied to an accepted offer is sold to someone else first.

A sale that results from an offer is an ordinary resale. The same split, payout and refund rules apply.

No guarantee of a market. Golden Seat does not promise that anyone will buy your seat or accept your offer, or at what price.

7. Refunds, dormant communities and wind-down

This section describes behaviour that is live in the product.

Sales are final, with the exceptions below. A seat purchase is not refundable because you changed your mind, because you did not use the community, or because the seat's resale price fell.

Dormant communities. A community becomes dormant when its creator has not been active in it for 30 days in a row while some proceeds from its seat sales are still unreleased. Active has the same meaning as in section 5. The 30 days count from the latest of the creator's last activity, the oldest unreleased sale, and, after a handover, the day the current creator took over. A community with nothing unreleased never becomes dormant. The creator's earnings page warns them from 14 days before. When a community becomes dormant:

• we notify the creator and every seat holder,
• every way of getting a seat there is paused: sales by the creator, resales, offers and free seats, and
• the creator's unreleased proceeds stay held.

If the creator becomes active again before any refund has been claimed, the community returns to normal and releases resume. Once a member has claimed a refund, the pause stays. The creator's way out is then to refund the remaining members and wind the community down, or to hand it over under section 8.

Your refund right in a dormant community. While a community is dormant, if you bought your seat from the creator and still hold it, you may claim back the part of what you paid that has not yet been released to the creator. The refund comes out of the creator's held Stripe balance and is returned to your original payment method. When you claim it, your seat returns to the creator. The part already released to the creator, and Golden Seat's 10% share, are not refunded. [Counsel to confirm whether the platform fee should be refundable here.]

Once you claim, the unreleased parts of your payment are reserved for your refund and can no longer be paid out to the creator. If the creator's Stripe balance cannot cover the refund immediately, your claim is queued and retried every day until it can. If the refund is accepted but your bank later rejects it, your seat is returned to you, the amount is not paid to the creator, and we arrange payment to you another way through [support email].

Resale purchases. If you bought your seat from another member, that member was paid in full at the time and nothing from your payment is held for you. Resale purchases are not eligible for a dormancy refund. [Counsel to advise whether resale buyers need any protection.]

Wind-down. A creator may close a community for good. No member may be left owed: if a member who bought from the creator still holds their seat and part of their payment is unreleased, the creator must either wait until it has all been released or refund that part as a step in the wind-down. Those refunds follow the same process as dormancy refunds. A wound-down community sells no seats, its chat becomes read-only, and it cannot be reopened or handed over.

Other refunds. If your payment completes but the seat can no longer be delivered, for example because it sold to someone else moments earlier, your payment is refunded in full automatically. We may also issue a refund where the law requires it, or where a charge was made in error.

8. Leaving, and handing over a community

This section describes behaviour that is live in the product.

Creators cannot walk away with held obligations. A creator cannot delete their account, and a community cannot be deleted, while another member holds a seat they paid for in it, while any proceeds from it are unreleased, or while a refund is in progress. Seats in a wound-down community no longer count. A creator who wants to leave must first hand the community over or wind it down. Separately, no one can delete their account while payouts to them are still unreleased. Deleting your account also deletes any communities you run that are not locked in this way, and we name them before you confirm.

Handing over a community. A creator may propose to transfer a community to one of its seat holders. The member may accept or decline, and the creator may cancel the proposal before it is answered. To accept, the member must have a completed Stripe Express account. A wound-down community cannot be handed over. After a transfer:

• the new creator runs the community, takes over the seats not yet sold, and receives the creator's share of future sales,
• proceeds from earlier sales that are still unreleased remain with the original creator and keep releasing while the community stays active under the new creator,
• a dormant community becomes active again, and both parties are notified.

Members leaving. A member may leave a community by selling their seat. A member who simply stops using a community keeps their seat. [Operator to decide whether a member can give up a seat without selling it.]

9. Content and conduct

Your content. You keep ownership of what you post: chat messages, announcements, images, your profile photo and bio. You give Golden Seat a non-exclusive, worldwide, royalty-free licence to host, store, display and transmit that content as needed to run the platform. The licence ends when the content is deleted, except for copies kept in routine backups.

Who can see what. Chat messages, announcements and their attachments are visible to the creator and current seat holders of that community. A community's name, image, description, seat count, prices and recent sale figures are public. Your username, display name, photo and bio are public.

Rules. You agree not to:

• post content that is unlawful, harassing, threatening, hateful, sexually explicit, or that infringes someone else's rights,
• impersonate another person or misstate your connection to anyone,
• open a community, sell a seat, or describe a community in a way meant to mislead buyers,
• use a community or a seat sale to offer investments, pooled funds, gambling, or anything that would require a licence you do not hold,
• trade seats to manipulate prices, including buying your own seats through another account,
• move a seat sale off the platform to avoid fees,
• probe, scrape, overload or interfere with the platform, or access data you are not entitled to.

Moderation. Creators are responsible for their communities. Golden Seat may, but has no duty to, review content. We may remove content or suspend an account or a community that breaks these terms or the law. [Operator note: there is no in-product report button yet. Reports go to the support email.]

Copyright complaints. If you believe content on Golden Seat infringes your copyright, send a notice to [DMCA agent contact]. [Counsel to supply DMCA notice and counter-notice language and advise on registering an agent.]

10. General terms

This section is ordinary boilerplate set out in plain words. It needs counsel's drafting more than any other.

Ending your account. You may stop using Golden Seat at any time. Account deletion is subject to section 8 for creators. We may suspend or close an account that breaks these terms, puts other users at risk, or is required to be closed by law or by Stripe. If we close a member's account, [counsel to advise on what happens to the seat and any unreleased proceeds].

The platform is provided as is. We work to keep Golden Seat running and secure, but we do not promise it will be uninterrupted or error-free. We do not vet creators or communities and make no promise about what any community will deliver.

Limit of liability. To the extent the law allows, Golden Seat is not liable for indirect or consequential losses, or for the acts of creators, members or Stripe. Our total liability to you is limited to [the greater of the fees Golden Seat received from your transactions in the prior 12 months or $100].

Indemnity. You agree to cover Golden Seat's losses arising from your content, your community, or your breach of these terms.

Disputes. These terms are governed by the laws of [state]. [Counsel to advise on venue, arbitration, class-action waiver and small-claims carve-out.]

Changes. We may change these terms. We will post the new version with its date and notify you in the product or by email before a material change takes effect. Changes to fees, the payout schedule or refund rights apply only to sales made after the change. [Operator to confirm this commitment.]

Contact. [Legal entity name], [address], [support email].