Seller terms

Included Assets and Transferable Assets

A Full Project Acquisition is a one-time acquisition of the Included Assets identified in the Listing and agreed transfer terms, rather than a standard source-code licence. Pre-revenue projects may be submitted; revenue is not required, and all revenue claims must be accurate. Approval remains subject to review.

Included Assets may comprise seller-authored source code, repositories, documentation, deployment materials, domain names, transferable brand or trademark assets, design/UI assets, database schema and migrations, agreed project files and other explicitly listed Transferable Assets. The Seller must identify what is included, what is excluded, which rights transfer and the agreed Handover. Assets explicitly excluded are retained; these rules do not prohibit their use unless it conflicts with rights promised to the Buyer.

Personal data, credentials, API keys, production secrets, non-transferable third-party accounts, third-party licences that prohibit transfer and assets not listed as included do not transfer automatically. Third-party software, libraries, APIs, services and licences remain governed by their respective terms. An acquisition cannot transfer rights the Seller does not possess. The Seller must disclose material third-party dependencies and known transfer limitations accurately.

Non-exclusive before commitment

A Full Project Acquisition Listing is non-exclusive by default before the binding transaction defined below, unless a separate explicit written agreement provides otherwise. The Seller may market the project elsewhere, discuss it with other prospective buyers and accept an acquisition outside ESDecode, subject to the availability obligations below.

Availability and changes

While a Listing is active, the Seller must keep the project and represented Transferable Assets available on the stated terms. If the project is sold elsewhere, becomes subject to another binding acquisition, becomes unavailable, loses a material Transferable Asset or changes materially, the Seller must promptly update or withdraw the Listing where possible and notify ESDecode where necessary to prevent an unavailable or materially inaccurate purchase. The Seller must not knowingly leave an unavailable Full Project Acquisition Listing active.

Commitment and prevention of double sale

A binding Full Project Acquisition begins when ESDecode processes the Buyer's successful payment and records the acquisition as Sold, with a Purchase and a Handover in progress. Opening checkout or payment authorization alone does not create that transaction. A payment that cannot secure the project is not a completed acquisition and is handled under the existing refund process.

Once that binding transaction exists, the Seller must complete the agreed Handover, subject to the applicable transaction terms. The Seller must not sell the same project to another Buyer, transfer or promise Included Assets to a third party, enter another conflicting binding acquisition or otherwise dispose of or knowingly impair the Buyer's ability to receive the agreed Included Assets. This restriction concerns the Included Assets and promised rights, not assets explicitly excluded from the acquisition.

Withdrawal before commitment

The Seller may withdraw or unpublish a Full Project Acquisition Listing before the binding transaction defined above, subject to existing documented platform restrictions. There is no penalty merely for withdrawing an unsold Listing. Use Withdraw listing in the item's edit page; if unavailable, promptly contact ESDecode. Withdrawal removes the offer from further purchase, but does not cancel or override a completed sale, an existing binding transaction or obligations from an accepted and paid acquisition.

Withdrawal does not remove obligations relating to a dispute, refund, chargeback or investigation. A Seller cannot withdraw to escape Handover. Existing refund, dispute and platform enforcement procedures continue to apply; withdrawing a Listing is not a refund or cancellation of a transaction.

Non-binding initial pre-screen and source protection

Before creating an account or uploading source code, a prospective Seller may contact ESDecode for a non-binding initial suitability pre-screen using non-confidential information: a buyer-facing demo or preview, technology stack, deployment summary, feature inventory, documentation inventory, transferable-asset schedule and confirmation of ownership or rights. Source code is not required for this initial pre-screen. Formal listing and review may later require source code and additional verification.

A pre-screen does not create a Listing or exclusivity, does not bind ESDecode to approve the project and does not bind the Seller to list or sell. Do not send credentials, API keys, production secrets, personal data or other unnecessary confidential access information for a pre-screen.

Submitted source packages are not public downloads. Buyer download access follows the applicable successful transaction and payment process. ESDecode may inspect submitted files as necessary for review, security and verification; source code is not represented as inaccessible to ESDecode before sale.