Seller
Agreement

1. Who This Agreement Covers

This Seller Agreement applies to any user who lists, or attempts to list, a product for sale on the VLStudio Marketplace, operated by Vladyslav Zhminko, trading as VLStudio, Carrer de Valencia 191, 6.1, 08011, Barcelona, Spain. It is separate from, and additional to, our general Terms of Service and from the buyer-facing Marketplace Terms of Use, which governs the purchase side of the same listings. Where this Agreement and the general Terms of Service conflict on a marketplace-selling matter, this Agreement controls.

2. Payout Mechanism

The mechanism by which sellers will actually be paid out, for example Stripe Connect, PayPal, or another provider, is not yet finalized: [[VENDOR_PAYOUT_MECHANISM]]. This section will be updated with the confirmed payout provider, payout schedule, minimum payout threshold, and supported currencies once that decision is made. Until a real payout mechanism is live, no funds are actually transferred to sellers regardless of what your dashboard balance shows; see Section 3.

3. Current Revenue Crediting & Future Platform Fee

4. Onboarding, KYC & Tax Reporting

Once real seller payouts are live, sellers will be required to complete identity verification (know-your-customer, or KYC) and provide any tax information required by the payout provider selected under Section 2. Depending on your location and sales volume, VLStudio or its payout provider may have a legal obligation to report your sales activity to tax authorities, in frameworks generally similar to the US Form 1099-K reporting regime for payment platforms, or the EU DAC7 regime for reporting platform-seller income within the EU. This section describes these frameworks at a general level only; it does not represent that VLStudio currently performs 1099-K or DAC7 reporting, because no real payout pipeline exists yet. You remain responsible for your own tax obligations on income earned from your listings, as set out further in our Tax & Invoicing Terms.

5. Your Warranty of Ownership & Right to Sell

By listing a product on the VLStudio Marketplace, you represent and warrant that you own all intellectual property rights in the listed product, or that you are authorized by the rights holder to sell it on these terms, and that your listing does not infringe any patent, copyright, trademark, trade secret, or other right of any third party. This warranty applies to every listing you submit, whether or not VLStudio performs any review of it.

6. Indemnity

You agree to indemnify, defend, and hold harmless VLStudio from and against any claim, liability, damage, loss, or reasonable legal expense arising out of or related to a third party's allegation that a product you listed infringes that third party's intellectual property or other rights, or that you otherwise breached the warranty in Section 5. This indemnity applies regardless of whether VLStudio reviewed, approved, or promoted your listing.

7. License You Grant to VLStudio

By listing a product, you grant VLStudio a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, display, reproduce, and distribute your listing (including its title, description, preview images, and the underlying product file once delivery is functional) for the purpose of operating the Marketplace, showing your listing to prospective buyers, and enabling delivery of the product to a buyer who completes a purchase. This license lasts for as long as your listing remains active, and continues afterward solely to the extent needed to support buyers who purchased before you removed the listing. This platform-distribution license is separate from, and does not expand, the ownership warranty in Section 5.

8. Ranking & Visibility Transparency

Where the EU Platform-to-Business (P2B) Regulation applies to your use of the Marketplace as a business seller, you are entitled to general information about the main parameters that determine how listings are ranked or made visible to buyers, and how any paid or promotional placement, if we offer one, differs from ranking based on those parameters. We will publish this information as our ranking mechanism is finalized; contact us at the address in Section 10 if you have a P2B-related question in the meantime.

9. Data Minimization & Payout Details

We collect only the payout information reasonably necessary to pay you once a real payout mechanism exists, and handle it as described in our Privacy Policy.

10. Governing Law & Contact

This Seller Agreement is part of, and governed by the same law and venue as, our Terms of Service, Section 17 (Spain, with EU/UK consumer carve-outs, courts of Barcelona, no mandatory arbitration for consumers). For seller questions, contact [[CONTACT_EMAIL_LEGAL]] (interim: vlstudiopartners@hotmail.com).