Terms of service

These Terms of Service (“Terms”) are a legal agreement between you and SellCodebase (“SellCodebase,” “we,” “us,” or “our”). They govern your use of sellcodebase.com, the SellCodebase application, and any related repository review, offer, buyer-introduction, payment, or support services (together, the “Service”).

By visiting the Service, signing in, connecting GitHub, installing the SellCodebase GitHub App, submitting a repository, accepting an offer, or receiving a payout, you agree to these Terms. If you use the Service for a company or another legal entity, you represent that you have authority to bind that entity.

These Terms include our Privacy Policy, any written offer terms you accept for a specific repository, and any product rules shown in the submission flow.

SellCodebase helps developers and software owners submit private GitHub repositories for manual review and possible sale, license, or training-data transaction with SellCodebase, its affiliates, or a third-party buyer such as an AI lab.

The Service is not a legal, tax, investment, appraisal, or financial advisory service. Estimates, scores, line counts, quality labels, review notes, and suggested values are informational only. They are not offers, guarantees, promises to buy, promises to find a buyer, or promises that any buyer will pay a particular amount.

You may use the Service only if all of the following are true:

• you are at least 18 years old and can form a binding contract;
• you are not barred from using the Service under applicable law, sanctions, export-control rules, or payment-network rules;
• you are not using the Service for a sanctioned, embargoed, blocked, or denied party;
• you have the full right and authority to submit each repository and grant the rights described in these Terms;
• your use of the Service does not breach any employer, client, contractor, investor, open-source, confidentiality, platform, or third-party obligation.

We may refuse, suspend, or terminate access if we believe these requirements are not met or if additional diligence is needed.

GitHub OAuth is used for identity. The SellCodebase GitHub App is used for selected-repository access. You are responsible for your GitHub account, your SellCodebase session, the repositories you select for the GitHub App, and all activity under your account.

You must comply with GitHub’s terms, GitHub’s acceptable use policies, and any organization rules that govern repositories you access through GitHub. You may not use SellCodebase to bypass GitHub permissions, organization approvals, branch protections, audit controls, or ownership boundaries.

We may require you to reconnect GitHub, refresh a GitHub App installation, answer additional questions, or provide proof of authority before reviewing, qualifying, paying, or sharing a repository.

A “Repository” means the GitHub repository you identify. A “Submitted Snapshot” means the particular source-code snapshot, commit, archive, metadata, answer set, and review evidence you submit or authorize us to fetch for review.

You may submit a Repository only if:

• you own it, or you are expressly authorized to sell or license it on the terms required by SellCodebase;
• all cofounders, employers, clients, contractors, contributors, investors, and other rights holders have granted any required approval;
• you can identify material third-party code, open-source code, generated code, copied code, forks, templates, and dependencies;
• the Submitted Snapshot can be reviewed, stored, licensed, sublicensed, sold, used for AI model training, and commercially exploited without violating another person's rights;
• you have removed secrets, credentials, production keys, customer data, personal data, regulated data, malware, and anything else you are not authorized to disclose.

We may reject, remove, quarantine, or stop processing any submission that appears risky, incomplete, unauthorized, unlawful, misleading, infected, too large, technically impractical, commercially unsuitable, or inconsistent with these Terms.

You may not use the Service to submit, transmit, or facilitate:

• source code, data, documents, model outputs, prompts, transcripts, or other materials you do not have the right to disclose and license;
• trade secrets, confidential information, or proprietary materials owned by an employer, client, customer, contributor, or third party without written authorization;
• personal data, protected health information, financial account data, children's data, government identifiers, export-controlled data, regulated datasets, or customer production data unless we expressly approve it in writing;
• API keys, private keys, access tokens, passwords, credentials, signing certificates, production configuration, or unredacted secrets;
• malware, credential stealers, ransomware, exploit kits, botnets, destructive payloads, or code intended to harm or gain unauthorized access;
• code that violates open-source license obligations, anti-AI-use restrictions, non-commercial terms, attribution requirements, copyleft obligations, contributor license agreements, or third-party platform terms.

You also may not interfere with the Service, scrape or reverse engineer non-public systems, attack our infrastructure, submit false information, impersonate anyone, use the Service for fraud, or attempt to obtain code or data you are not authorized to access.

Estimate previews are informational and are not saved as a SellCodebase submission unless you complete the offer-unlock intake. Unlocking an offer creates a review record. It does not create a buyer commitment, payment obligation, or final price.

We may use tools such as an internal line counter, repository metadata, commit history, language analysis, generated-file checks, quality scoring, manual review, buyer feedback, and seller answers to evaluate a Submitted Snapshot. We may exclude generated code, vendored code, dependencies, lockfiles, minified files, copied code, test fixtures, binary assets, unsafe material, or anything else we believe should not count toward an offer.

A status such as pending review, under review, or qualified does not mean the Repository has been sold, that a buyer has committed to pay, or that you are owed money. A payout exists only when we confirm an offer, you accept all applicable offer terms, we complete required diligence, and the transaction is marked paid or otherwise confirmed in writing by SellCodebase.

When you submit a Repository, you grant SellCodebase a limited, worldwide, non-exclusive, royalty-free license to access, clone, download, copy, store, encrypt, decrypt, scan, analyze, transform, summarize, display internally, and otherwise use the Submitted Snapshot as needed to operate the Service, review marketplace fit, prepare diligence materials, communicate with you, solicit buyer interest, prevent fraud, comply with law, and enforce these Terms.

This review license lets us share relevant submission information, review summaries, samples, metadata, excerpts, and diligence materials with employees, contractors, advisors, service providers, affiliates, and potential buyers who need it for the review or transaction process. Unless you separately agree, the review license does not give us the right to publicly release your private source code under your name before payment.

We may decline any Repository at any time. If a Repository appears commercially viable, we may qualify it for buyer outreach or make you an offer. Offer terms may vary by Repository and may include different price, license, exclusivity, attribution, delivery, confidentiality, tax, documentation, or buyer requirements.

You may accept or decline any offer unless the offer states otherwise. We may withdraw or revise an offer before acceptance, after failed diligence, after buyer withdrawal, after payment failure, or if we discover inaccurate information, rights issues, security issues, prohibited content, or legal risk.

Payouts may be made through PayPal, Wise, bank transfer, or another method we support. You are responsible for accurate payout details, tax forms, tax reporting, and any taxes, duties, transfer fees, currency-conversion costs, chargebacks, payment-provider fees, or withholding required by law. We may delay, reduce, withhold, reverse, or refuse a payout when required for verification, tax, sanctions, fraud, payment failure, chargeback, or legal compliance.

You are an independent seller or licensor. These Terms do not create employment, partnership, agency, franchise, or joint venture status.

Unless specific offer terms say otherwise, once a submission is marked paid or we otherwise complete a paid transaction, you grant SellCodebase, its affiliates, successors, assigns, buyers, sublicensees, and customers a perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid, royalty-free license to the Submitted Snapshot.

That license includes the right to host, store, copy, reproduce, display, perform, distribute, disclose, publish, modify, adapt, translate, create derivative works from, evaluate, benchmark, annotate, tokenize, vectorize, train on, fine-tune on, test with, validate against, include in datasets, incorporate into AI or machine-learning systems, make, use, sell, offer for sale, import, export, commercialize, and otherwise exploit the Submitted Snapshot in any media or technology now known or later developed.

Unless an accepted offer says the deal is exclusive or assigns ownership, you keep ownership of the original Repository and future code you write after the submitted commit. You may keep using your own code, but you cannot revoke the paid license for the Submitted Snapshot, interfere with downstream sublicenses, or claim additional royalties beyond the accepted payout.

If an accepted offer calls for an exclusive license, assignment, or transfer of copyright ownership, you agree that these Terms, the accepted offer, your electronic acceptance, and related transaction records are intended to satisfy any writing and signature requirement to the fullest extent allowed by law. You also agree to sign any reasonably necessary follow-up documents to confirm the rights granted.

You waive, and agree not to assert, moral rights, attribution rights, approval rights, or similar rights in the Submitted Snapshot to the maximum extent permitted by law. If a right cannot be waived, you agree not to exercise it in a way that interferes with SellCodebase, buyers, sublicensees, or customers using the Submitted Snapshot under these Terms or accepted offer terms.

Repositories often include third-party packages, open-source components, generated code, templates, snippets, forks, vendored files, fonts, images, tests, documentation, configuration, datasets, prompts, or transcripts. You are responsible for identifying those materials and confirming that their licenses permit the transaction you ask us to evaluate.

We may exclude third-party materials from valuation, require notices, require removals, require extra diligence, reduce or withdraw an offer, reject a submission, or require separate terms if licenses or rights are unclear. You may not rely on SellCodebase to detect every license issue, contributor issue, copied file, or third-party claim.

We treat private Submitted Snapshots as confidential review material before payment and use reasonable administrative, technical, and organizational safeguards to protect them. The current product encrypts submitted archives before object-storage upload. No online system is perfectly secure, and you should not submit materials that would cause harm if accessed, disclosed, delayed, lost, or corrupted.

You may cancel a pending or under-review submission before a paid transaction is completed. We may keep non-code records needed for account history, legal compliance, security, fraud prevention, dispute handling, accounting, and Service operation. Cancelled or rejected code snapshots are deleted from active archive storage as described in the Privacy Policy and product behavior.

Paid transaction rights survive cancellation, account deletion, repository deletion, GitHub App disconnection, GitHub account closure, and removal of code from GitHub. Backups, logs, audit records, payment records, and legal records may be retained as permitted or required by law.

You represent and warrant that:

• all information you provide to SellCodebase is accurate, current, complete, and not misleading;
• you have all rights, approvals, consents, licenses, and authority required to submit each Repository and grant the rights in these Terms and any accepted offer;
• the Submitted Snapshot and our permitted use of it will not infringe, misappropriate, or violate intellectual-property, privacy, publicity, confidentiality, trade-secret, contractual, employment, export, sanctions, consumer-protection, data-protection, or other rights or laws;
• you have disclosed material AI-generated code, copied code, forks, templates, open-source obligations, contributor obligations, third-party materials, and known security or privacy issues;
• you have removed or disclosed any secrets, personal data, regulated data, malware, or unsafe material before submission;
• you will cooperate with reasonable diligence, tax, payout, rights-clearance, takedown, buyer, or legal requests related to a submission.

If you believe material submitted to SellCodebase infringes your copyright or other rights, contact hello@sellcodebase.com with enough information for us to identify the material, understand the claimed rights, contact you, and investigate. Include your physical or electronic signature, the work you claim is infringed, the material you want removed or disabled, your contact information, a good-faith statement that the use is not authorized, and a statement under penalty of perjury that your notice is accurate and that you are authorized to act for the rights holder.

We may remove, disable, quarantine, reject, or preserve materials while investigating a rights complaint. We may also share complaint details with the submitter, rights holder, buyer, service provider, counsel, or authority when reasonably necessary.

We may change, suspend, discontinue, rate-limit, or restrict any part of the Service at any time. We may suspend or terminate your account, submissions, GitHub App access, review queue, buyer outreach, or payout eligibility if we believe you violated these Terms, created legal or security risk, submitted inaccurate information, abused the Service, or exposed us or others to claims.

You may stop using the Service at any time. Sections that by their nature should survive will survive, including paid transaction rights, records, payment obligations, warranty disclaimers, limitations of liability, indemnity, governing law, and dispute terms.

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, security, and course of dealing.

We do not warrant that the Service will be uninterrupted, secure, error-free, profitable, compliant with your specific obligations, or accepted by any buyer. We do not warrant that a Repository will receive an estimate, qualify for review, receive an offer, close a sale, generate a payout, or avoid third-party claims.

To the maximum extent permitted by law, SellCodebase and its affiliates, officers, employees, contractors, advisors, service providers, and buyers will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, lost data, loss of goodwill, business interruption, substitute services, or reputational harm.

To the maximum extent permitted by law, our total liability for any claim relating to the Service, a submission, or these Terms will not exceed the greater of 100 US dollars or the amount SellCodebase paid you for the specific submission giving rise to the claim during the 12 months before the claim arose. This limitation applies regardless of legal theory, even if a remedy fails its essential purpose.

Some jurisdictions do not allow certain disclaimers or liability limits. In those jurisdictions, the limits apply to the maximum extent permitted by law.

You will defend, indemnify, and hold harmless SellCodebase and its affiliates, officers, employees, contractors, advisors, service providers, buyers, customers, successors, and assigns from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

• your use of the Service;
• your Repository, Submitted Snapshot, seller answers, payout information, or other materials you provide;
• your breach of these Terms, an accepted offer, or applicable law;
• a claim that the Submitted Snapshot or its use infringes, misappropriates, or violates another person's rights;
• employment, client, contractor, contributor, confidentiality, open-source, tax, export, sanctions, privacy, data-protection, or payment disputes involving you or your submission;
• fraud, misrepresentation, omitted information, or inaccurate authority claims.

Before filing a claim, you agree to email hello@sellcodebase.com and give us a reasonable opportunity to resolve the issue informally. These Terms are governed by California law, excluding its conflict of law rules, unless a specific accepted offer says otherwise or applicable law requires another governing law.

Subject to any different venue required by law or accepted offer terms, the state and federal courts located in California will have exclusive jurisdiction over disputes arising from or relating to the Service or these Terms. You and SellCodebase waive jury trial rights and agree to bring claims only on an individual basis to the maximum extent permitted by law.

We may update these Terms from time to time. If an update materially changes your rights or obligations, we will take reasonable steps to notify you, such as updating this page, sending an email, or showing an in-product notice. Continued use of the Service after updated Terms become effective means you accept the updated Terms.

Questions, legal notices, and support requests should be sent to hello@sellcodebase.com.