Devdazzle MARKETPLACE SELLER AGREEMENT
Effective Date: 31 May 2026
This Marketplace Seller Agreement (together with all policies, schedules, and documents incorporated by reference, this "Agreement") is a binding legal contract between:
Devdazzle LLC, a New Mexico limited liability company, with its registered office at Levent Mah. Cevdetpaşa Cd. No:1/1, Beşiktaş/İstanbul (together with its successors, affiliates, and permitted assigns, "Devdazzle," "we," "us," or "our"); and
you, the person or entity that registers a seller account on, uploads content to, or offers content for sale through the Devdazzle platform ("Seller," "you," or "your").
Devdazzle and Seller are each a "Party" and together the "Parties."
PLEASE READ THIS AGREEMENT CAREFULLY. By creating a Seller account, by clicking to accept this Agreement, or by uploading, listing, or offering any content for sale through the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must not register as a Seller or upload any content. If you enter into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" and "Seller" refer to that entity.
ATTENTION: This Agreement contains provisions that allocate substantially all responsibility and liability for the legality, originality, and non-infringement of your content to you, including broad representations and warranties (Article 7), a strong indemnification obligation requiring you to defend and hold Devdazzle harmless that expressly extends to claims that Devdazzle is a direct or primary infringer by reason of reselling, hosting, displaying, promoting, sublicensing, or selling the Seller Content as reseller and seller of record (Article 8), disclaimers of warranties (Article 16), and a limitation of liability (Article 17). It also describes a copyright notice-and-takedown and mandatory repeat-infringer policy (Article 9) under which your content may be removed and your account terminated, an anti-circumvention rule (Article 25), and a dispute-resolution process (Article 22) that may include arbitration and a class-action waiver where selected. Article 22 contains a pre-litigation notice-and-negotiate requirement.
ARTICLE 1 - DEFINITIONS
In this Agreement, capitalized terms have the meanings set out below. Other terms are defined where they first appear.
1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means ownership of more than fifty percent (50%) of the voting equity or the power to direct management.
1.2 "Buyer" means any person or entity that purchases, licenses, downloads, or otherwise acquires Seller Content through the Platform.
1.3 "Chargeback" means a reversal, dispute, or recall of a payment initiated by a Buyer, a card issuer, a bank, or a Payment Facilitator, including any associated fee.
1.4 "Commission" means the platform commission retained by Devdazzle on each sale, as set out in Article 11 and the Fee Schedule (Schedule A).
1.5 "Confidential Information" has the meaning set out in Article 19.
1.6 "Consumption Tax" means any value-added tax (VAT), goods-and-services tax (GST), sales or use tax, the Turkish katma deger vergisi (KDV), or any similar transaction-based or indirect tax imposed on the supply of digital goods or services to a Buyer.
1.7 "Content Standards" means the rules governing permitted and prohibited content set out in Article 6 and any Prohibited Content Schedule, Acceptable Use Policy, or content guidelines published by Devdazzle and incorporated by reference.
1.8 "Deemed Supplier" means a person that, by operation of a marketplace-facilitator, deemed-supplier, or deemed-reseller rule of applicable law (for example, EU VAT Directive Article 14a or Article 9a, the equivalent United Kingdom rules, or a United States marketplace-facilitator statute), is treated as the supplier of, or as the person liable to collect and remit Consumption Tax on, a sale of Seller Content to a Buyer. Under this Agreement, Devdazzle is in any event the commercial seller of record as Reseller, and additionally relies on Deemed-Supplier treatment where and to the extent such a rule applies, as set out in Article 4.
1.9 "Designated Agent" means the contact designated by Devdazzle to receive notices of claimed infringement under Article 9, as identified in Section 9.2.
1.10 "EULA" or "End User License Agreement" means Devdazzle's then-current standard end-user license terms applicable to Seller Content, including the per-product license tiers (such as personal, commercial, and extended tiers) selected by the Seller and presented to the Buyer at checkout, as described in Article 3 and Article 10.
1.11 "Fee Schedule" means Schedule A (Fee Schedule and Payout Terms) and any schedule of Commission rates, payout thresholds, payout cadence, reserve parameters, and other charges published by Devdazzle and incorporated by reference, as updated from time to time in accordance with Article 21.
1.12 "Income-Tax Withholding" means a withholding of an income-tax or corporate-tax prepayment from Seller payouts that Devdazzle or its Payment Facilitator is required by applicable law to make and remit, as described in Article 12. For the avoidance of doubt, Income-Tax Withholding is not Consumption Tax and is not VAT.
1.13 "Intellectual Property Rights" means all copyrights, moral rights, trademarks, trade names, trade dress, service marks, patents, patent applications, trade secrets, database rights, design rights, rights of publicity, rights of privacy, and any other proprietary or intellectual property rights of any kind, whether registered or unregistered, anywhere in the world.
1.14 "KYC" means the know-your-customer, identity-verification, anti-money-laundering, and onboarding requirements imposed by Devdazzle and/or the Payment Facilitator, including provision of an IBAN or bank account details, tax identification number, and/or identity documentation.
1.15 "Listing" means an offer to sell or license a specific item of Seller Content on the Platform, including its title, description, preview media, price, and selected license tier.
1.16 "Losses" has the meaning set out in Section 8.1.
1.17 "Reseller" (also "Merchant of Record") means Devdazzle in its capacity as the principal reseller and seller of record of the Seller Content to the Buyer. You license the Seller Content to Devdazzle for resale, and Devdazzle sells and sublicenses it to the Buyer in its own name, as principal, as set out in Article 4. Devdazzle is the seller of record and a party to the contract of sale with the Buyer; it acquires only a license to market, distribute, sublicense, and resell the Seller Content and does not acquire ownership of the underlying Intellectual Property Rights, which you retain.
1.18 "Net Sale Amount" means, in respect of a sale, the gross amount charged to the Buyer for Seller Content less the Consumption Tax collected on that sale.
1.19 "Payment Facilitator" means the payment-processing and marketplace-settlement provider engaged by Devdazzle to receive Buyer payments and disburse Seller Payouts through a connected-account or submerchant payout model (for example, separate charges and transfers), as Devdazzle may designate and change from time to time.
1.20 "Platform" means the Devdazzle digital-asset marketplace, portfolio/showcase service, and related websites, applications, APIs, storefronts, and services operated by Devdazzle, through which Seller Content is hosted, marketed, sold, and delivered.
1.21 "Prohibited Content" means content described in Article 6 and any Prohibited Content Schedule as not permitted on the Platform.
1.22 "Reserve" means an amount of Seller payout that Devdazzle holds back as security against refunds, Chargebacks, fraud, indemnity claims (including Intellectual Property claims), or other anticipated liabilities, as described in Article 11.
1.23 "Seller Account" means the seller account registered by Seller on the Platform.
1.24 "Seller Content" means any digital asset, 3D model, digital product, file, software, font, audio, image, text, preview, thumbnail, metadata, description, trademark, logo, brand feature, or other material that Seller uploads, lists, offers, sells, or otherwise submits through the Platform.
1.25 "Seller Payout" means the amount payable to Seller in respect of sales of Seller Content, calculated under Article 11.
1.26 "Submerchant" means Seller in its capacity as a registered submerchant or connected account of the Payment Facilitator for the purpose of receiving Seller Payouts from Devdazzle.
1.27 "Takedown Notice" means a notice of claimed infringement submitted under Article 9.
1.28 "Supplier of Record" means Devdazzle in its capacity as the seller and supplier of the Seller Content to the Buyer for commercial and Consumption-Tax purposes, responsible for charging, collecting, reporting, and remitting Consumption Tax on sales of Seller Content to Buyers and for issuing or facilitating the Buyer-facing invoice or receipt, as set out in Article 4. Devdazzle acts as Supplier of Record as the Reseller and, where applicable law so provides, as Deemed Supplier.
1.29 "Trader" means a Seller that acts for purposes relating to its trade, business, craft, or profession (whether or not registered as a business), as opposed to a Seller acting wholly outside such purposes.
References to "including" mean "including without limitation." Headings are for convenience only and do not affect interpretation.
ARTICLE 2 - ELIGIBILITY, ACCOUNT REGISTRATION & SELLER ONBOARDING
2.1 Eligibility. To register as a Seller, you must be at least eighteen (18) years of age (or the age of majority in your place of residence, if higher) and have the legal capacity to enter into this Agreement. If you are acting on behalf of an entity, you must be duly authorized to bind that entity. Devdazzle may refuse, suspend, or revoke eligibility at its discretion to the extent permitted by applicable law.
2.2 Seller Categories. You must register and onboard in one of the following categories, consistent with the requirements of the Payment Facilitator:
(a) Individual (a natural person not registered as a business);
(b) Sole Proprietorship (an individually owned, registered business); or
(c) Limited or Joint-Stock Company (a registered company or other legal entity).
You must accurately identify your category and update it promptly if it changes. Different KYC, tax, invoicing, and withholding rules may apply to each category.
2.3 Trader Status and Seller-Identity Disclosure. You must accurately declare whether you are acting as a Trader or as a non-Trader (consumer) Seller, and you must keep that declaration current. You authorize Devdazzle to collect, verify, and - where you are a Trader and applicable law requires marketplaces to display business-seller information - publicly display your legally required trader identity and contact information (such as legal name, business name, geographic address, and contact details). You are responsible for the accuracy of this information and for promptly correcting it. This obligation is the operational counterpart to Devdazzle's consumer-facing and marketplace-operator duties under applicable law.
2.4 Account Information. You agree to provide true, accurate, current, and complete registration information and to keep it updated. You are responsible for maintaining the confidentiality of your Seller Account credentials and for all activity occurring under your account. You must notify Devdazzle promptly of any unauthorized use of your account.
2.5 Submerchant Onboarding and KYC. As a condition of receiving Seller Payouts, you must onboard and remain in good standing as a Submerchant of the Payment Facilitator. You agree to:
(a) complete all KYC, identity-verification, and anti-money-laundering procedures required by Devdazzle and the Payment Facilitator;
(b) provide and keep current a valid IBAN or bank account, where the registered account holder's name and surname (or legal entity name) match the identity and tax information you provide;
(c) provide a valid tax identification number and/or identity number and any documentation required to verify your category under Section 2.2 and your Trader status under Section 2.3; and
(d) authorize the collection-and-payout arrangement described in Article 11, under which Devdazzle receives Buyer payments as Reseller through the Payment Facilitator and pays your Seller Payout net of the Commission, Consumption Tax, Income-Tax Withholding, and other applicable deductions.
2.6 Verification; Holds on Incomplete Onboarding. Devdazzle and the Payment Facilitator may verify your information at any time. Until you have completed onboarding and provided all required KYC, tax, and payout information, Devdazzle may withhold, suspend, or decline to release any Seller Payout, and may restrict your ability to list or sell Seller Content. Devdazzle may also withhold payouts where required by applicable law pending receipt of valid tax documentation.
2.7 Financial Assurance for Higher-Risk Sellers. Devdazzle may, as a condition of onboarding or of continued participation in higher-risk categories, require any one or more of the following: (a) a personal guarantee of the indemnification obligations under Articles 8 and 18 from the controlling principal(s) of an entity Seller, in a form Devdazzle reasonably requires; (b) evidence of insurance covering Intellectual Property-infringement liability, naming Devdazzle as an additional insured, with minimum coverage limits Devdazzle reasonably specifies; and/or (c) an enhanced or extended Reserve under Article 11. These measures are intended to ensure that the indemnification obligations in this Agreement are funded and collectible.
2.8 Account Integrity; No Evasion. You must not: (a) create or operate multiple, sockpuppet, or duplicate accounts to evade a suspension, termination, restriction, strike, or Reserve, or to circumvent any provision of this Agreement; (b) submit, solicit, exchange, or incentivize fake, fraudulent, or misleading reviews or ratings; or (c) manipulate or attempt to manipulate search rankings, recommendation placement, sales counts, download counts, or ratings by any means. Violation of this Section is a material breach and may result in immediate suspension or termination under Article 15 and forfeiture or clawback of associated amounts.
2.9 No Employment or Agency Relationship. Seller is an independent contractor. Except for the limited capacities expressly described in this Agreement (Devdazzle acting as Reseller / Merchant of Record and Supplier of Record, and granting the EULA to the Buyer in its own name as principal as described in Article 3, and the Payment Facilitator acting as payment-processing and settlement provider), nothing in this Agreement creates any employment, partnership, joint venture, franchise, or general agency or fiduciary relationship between the Parties, and neither Party may bind the other except as expressly provided.
ARTICLE 3 - GRANT OF RIGHTS; LICENSE CHAIN (CREATOR → PLATFORM → BUYER)
3.1 License to Devdazzle. You hereby grant Devdazzle a worldwide, non-exclusive, sublicensable (through multiple tiers, including to Devdazzle's Affiliates, the Payment Facilitator, content-delivery providers, and other service providers it designates) right and license, granted in consideration of the rights, services, and payout mechanics set out in this Agreement, during the Term and for the limited post-termination periods described in this Agreement, to:
(a) host, store, cache, reproduce, format, transcode, and back up the Seller Content;
(b) display, perform, transmit, and make the Seller Content available to Buyers and prospective Buyers;
(c) create and use previews, thumbnails, watermarked samples, excerpts, and reduced-resolution or reduced-functionality versions of the Seller Content for the purposes of operating, marketing, and promoting the Platform and the Listings;
(d) market, promote, display, offer for sale, distribute, sell, and resell the Seller Content to Buyers in Devdazzle's own name as principal in accordance with Article 4; and
(e) grant, present, and conclude, in Devdazzle's own name as principal, to each Buyer, in connection with the resale and on the basis described in Section 3.2, the applicable EULA / license tier you have selected for that item of Seller Content.
For the avoidance of doubt, the amounts payable to Seller under Article 11 constitute Devdazzle's consideration to you for the Seller Content resold to Buyers through the Platform; Devdazzle acquires only the licenses expressly granted in this Section 3.1 and does not acquire ownership of, or title to, the underlying Intellectual Property Rights in the Seller Content, which you retain.
3.2 The License Chain. The Parties intend, and this Agreement effects, a coherent license chain that flows creator → Devdazzle → Buyer, administered through the Platform. Specifically: (a) you are and remain the owner of the underlying Intellectual Property Rights in the Seller Content; (b) you grant Devdazzle the sublicensable license in Section 3.1 to market, distribute, and resell the Seller Content; and (c) Devdazzle, as Reseller and seller of record, sells the Seller Content to the Buyer and grants the per-product EULA / license tier you have selected to the Buyer in Devdazzle's own name as principal, drawing on the license you granted in Section 3.1. Devdazzle presents the then-current EULA terms to each Buyer at checkout and records the Buyer's selected license tier with the purchase. The Buyer's license is granted by Devdazzle as Reseller on the strength of the rights you warrant you hold and have licensed to Devdazzle; this resale and sublicensing structure is limited to the commercial offering, sale, and licensing of the Seller Content and does not transfer ownership of your Intellectual Property Rights to Devdazzle or to the Buyer beyond the scope of the applicable EULA.
3.3 Selection of License Tiers. For each item of Seller Content, you must bind the Listing to one or more of Devdazzle's available per-product license tiers (such as personal, commercial, and extended tiers, or other tiers Devdazzle may make available). By doing so, you authorize Devdazzle to grant and conclude that exact tier to the Buyer as Reseller. You are responsible for ensuring that you hold all rights necessary to grant each license tier you select.
3.4 Survival of Buyer Licenses; Continued Delivery. Each EULA/license granted to a Buyer is, once granted, irrevocable as to that Buyer (subject to the terms of the EULA itself) and survives your withdrawal of a Listing, removal of the Seller Content, and any termination or expiration of this Agreement. You may not revoke, impair, or interfere with any license validly granted to a Buyer, and you must not take any step that would prevent or disrupt continued delivery of, or access to, the Seller Content by entitled Buyers. Devdazzle may continue to host, deliver, and make the Seller Content (and any updates you previously published) available to existing Buyers, and to provide Buyers a reasonable download/access window, to the extent necessary to honor licenses already granted.
3.5 Ownership Retained by Seller. As between the Parties, you retain all ownership, right, title, and interest in and to the Seller Content and the underlying Intellectual Property Rights, subject only to the licenses granted in this Agreement. Devdazzle does not acquire ownership of the Seller Content; it acquires only the licenses expressly granted here. Devdazzle is the owner of the Platform and all Intellectual Property Rights in the Platform.
3.6 Moral Rights. To the maximum extent permitted by applicable law, and solely to the extent necessary to permit Devdazzle and Buyers to exercise the rights granted under this Agreement and the EULA, you waive, and agree not to assert, any moral rights or rights of attribution, integrity, disclosure, or withdrawal you may have in the Seller Content against Devdazzle, its sublicensees, and Buyers. Where such rights cannot be waived, you agree not to enforce them in a manner that would frustrate the licenses granted under this Agreement.
3.7 Limited Operating License Post-Termination. The license in Section 3.1(a)-(c) survives termination only to the extent necessary to (a) honor and deliver licenses already granted to Buyers, (b) maintain records, and (c) comply with applicable law. All other elements of the license terminate upon withdrawal of the relevant Seller Content or termination of this Agreement, except as otherwise expressly provided.
3.8 No Implied License; No Estoppel from Non-Enforcement. Devdazzle's decision not to remove, or any delay in removing, any Seller Content, and Devdazzle's hosting, display, promotion, ranking, or facilitation of the sale of any Seller Content, do not constitute authorization, ratification, endorsement, or any waiver of any of your representations, warranties, covenants, or obligations, and may not be asserted by you as a defense to any indemnity or other claim. No implied license is granted to anyone by reason of Devdazzle's operation of the Platform except as expressly stated in this Agreement and the EULA.
ARTICLE 4 - RESELLER / MERCHANT OF RECORD; SUPPLIER OF RECORD AND DEEMED SUPPLIER; SALE AND INVOICING
4.1 Appointment as Reseller / Merchant of Record. You hereby appoint Devdazzle as your non-exclusive Reseller (Merchant of Record) for the resale of Seller Content to Buyers across all territories, and you license the Seller Content to Devdazzle for that purpose under Article 3. When a Buyer acquires Seller Content through the Platform, the sale contract is formed between Devdazzle, as Reseller and seller of record, and the Buyer, and Devdazzle sells the Seller Content and grants the applicable EULA / license tier to the Buyer in its own name as principal pursuant to Article 3. Devdazzle is the seller of record and a party to that sale contract. Devdazzle does not acquire ownership of, or title to, the underlying Intellectual Property Rights in the Seller Content, which you retain; it resells the Seller Content under the license you grant it.
4.2 Two-Tier Supply; Reseller Basis. For tax and contractual purposes, this Agreement effects a two-tier supply: (a) you supply the Seller Content to Devdazzle by licensing it to Devdazzle for resale, and (b) Devdazzle supplies and sells the Seller Content to the Buyer as Reseller and seller of record. The Seller Payout under Article 11 is Devdazzle's consideration to you for your supply under limb (a), calculated as set out in Article 11. This Reseller basis, together with the Supplier-of-Record and Deemed-Supplier mechanics in Section 4.3 and Section 4.4, is the basis of the Consumption-Tax architecture on which this Agreement relies, and is to be given effect, and localized, accordingly by tax counsel in each jurisdiction.
4.3 Sale by Devdazzle to Buyer; Buyer Invoice; Allocation of Content Responsibility. As Reseller and seller of record, Devdazzle sells the Seller Content to the Buyer in its own name, and as Supplier of Record (and, where applicable law so provides, as Deemed Supplier under Section 4.4): (a) concludes the sale and presents and grants the EULA to the Buyer in its own name; (b) issues or facilitates the Buyer-facing invoice or receipt in its own name; and (c) charges, collects, and remits the Consumption Tax due on the sale, as set out in Section 4.4. Notwithstanding Devdazzle's status as seller of record, and as between the Parties, you remain responsible for the Seller Content itself - its legality, originality, non-infringement, fitness, and safety, and the accuracy of your Listings - and that responsibility, together with your representations, warranties, and indemnity in Articles 7 and 8, is unaffected by Devdazzle's resale role. You do not separately invoice the Buyer, do not separately collect Consumption Tax from the Buyer, and do not separately remit the Buyer's Consumption Tax for a Platform sale.
4.4 Collection and Remittance of Consumption Tax. As Reseller and Supplier of Record, Devdazzle charges, collects, and remits any Consumption Tax (VAT/GST/KDV/sales or use tax) due on sales of Seller Content to Buyers, both (a) as the seller of record on its own supply to the Buyer, and (b) where applicable law - including marketplace-facilitator and deemed-supplier rules (for example, EU VAT Directive Article 14a and Article 9a, the United Kingdom regime, and United States marketplace-facilitator statutes) - deems Devdazzle the supplier or the collector for tax purposes (a "Deemed Supplier"). Devdazzle calculates, collects, reports, and remits such Consumption Tax, and issues or facilitates the Buyer-facing invoice or receipt in its own name, for the jurisdictions in which Devdazzle determines such tax applies. Devdazzle may determine the Buyer's location and apply the applicable Consumption Tax accordingly. The Consumption Tax is excluded from the Net Sale Amount used to calculate your Seller Payout. For your supply of the Seller Content to Devdazzle under Section 4.2(a), any tax you are required to account for in your own capacity is handled under Section 12.2 and does not change your Seller Payout.
4.5 Residual Tax Risk; Jurisdictional Fallback. As between the Parties, in its capacity as Reseller, Supplier of Record, and (where applicable) Deemed Supplier, Devdazzle bears its own risk in determining and applying Consumption Tax on its sale to the Buyer (including the risk of an incorrect buyer-location determination), except where the Loss is attributable to your acts, omissions, misclassification, or inaccurate information, in which case Article 8 applies. Where any jurisdiction instead treats you as the supplier to the Buyer for Consumption-Tax purposes, or treats your supply to Devdazzle under Section 4.2(a) as a taxable supply requiring action from you, then in that jurisdiction: (a) you will reasonably cooperate with Devdazzle to give effect to the correct treatment; (b) you will be responsible for the Consumption-Tax obligations attributable to that treatment; and (c) your indemnity under Article 8 extends to any resulting assessment, interest, penalty, or cost imposed on any Devdazzle Party to the extent attributable to that treatment. The Parties will implement any necessary jurisdiction-specific adjustments by addendum.
4.6 Pricing and Promotions. You set the base price for each item of Seller Content, subject to any minimum or maximum price parameters Devdazzle may publish. Devdazzle, as Reseller and Supplier of Record, reserves the right to: (a) display prices inclusive or exclusive of Consumption Tax as required by applicable law and local presentation rules; (b) apply currency conversion; and (c) run platform-wide or category promotions, discounts, bundles, or sales, provided that, unless you opt in or opt out where Devdazzle offers that choice, Devdazzle will calculate your Seller Payout based on the actual Net Sale Amount received.
4.7 Non-Exclusivity; No Price-Parity Requirement. Devdazzle's appointment is non-exclusive. You are free to offer, sell, or license the same or similar Seller Content through other channels, and Devdazzle does not require price parity or most-favored-pricing; you are not obligated to offer your lowest price on the Platform. This Section is subject to your other obligations under this Agreement, including the anti-circumvention obligations in Article 25 (which prohibit using the Platform to divert specific Platform-originated Buyers to off-Platform transactions), the accuracy obligations in Article 6, and the requirement that any license you grant elsewhere not impair a license validly granted to a Buyer through the Platform.
4.8 No Conflicting Sales Conduct. You agree not to take any action inconsistent with Devdazzle's role as Reseller and Supplier of Record for sales made through the Platform, including issuing your own separate Buyer invoice for a Platform sale, separately charging the Buyer Consumption Tax for a Platform sale, or otherwise representing to a Buyer anything inconsistent with the invoicing and tax-collection arrangements under this Agreement.
4.9 Buyer-Side Sanctions and Export Screening. Because Devdazzle operates the Platform through which the sale to the Buyer is concluded and payment is settled, Devdazzle (and/or the Payment Facilitator), and not you, is responsible for screening Buyers for sanctions and export-control compliance on the transaction. You must nonetheless ensure that the Seller Content itself complies with applicable export-control and sanctions laws so that it can lawfully be sold and delivered worldwide, consistent with your representations in Article 7.
4.10 Neutral Host as to Content; Risk-Allocation Acknowledgment. Although Devdazzle is the Reseller and seller of record for commercial and tax purposes, it acts as a neutral hosting and storage provider with respect to the Seller Content itself, which is created, supplied, stored, and made available at your direction. Devdazzle does not author, create, originate, pre-review, curate, pre-screen (except as it may elect), verify, or endorse the Seller Content. The Parties acknowledge and agree that Devdazzle assumes the Reseller, Supplier-of-Record, and Deemed-Supplier roles to enable lawful sale, invoicing, payment settlement, and Consumption-Tax compliance, and that those roles do not reflect, and may not be construed as, authorship, creation, selection, or endorsement of the Seller Content, or as Devdazzle having the right and ability to control the content of, or the rights in, the Seller Content. As between the Parties, all responsibility and liability for the Seller Content - including for any claim that the offering, sale, distribution, licensing, or sublicensing of Seller Content infringes, misappropriates, or violates any third-party right, whether such claim is framed as direct, primary, contributory, vicarious, inducement, or any other form of liability, and including any claim that Devdazzle is itself a primary or direct infringer by reason of reselling, hosting, displaying, promoting, sublicensing, or selling the Seller Content - is allocated solely to you, and your indemnity in Article 8 extends to any such claim however framed. This allocation does not derogate from the disclaimers, neutrality, and liability limitations elsewhere in this Agreement.
4.11 Self-Billing Authorization. To give effect to the invoicing arrangements in Sections 4.3 and 4.4 at scale, you irrevocably authorize and instruct Devdazzle (and any e-invoicing or fiscal integrator, agent, or service provider Devdazzle engages) to prepare, issue, and transmit invoices, receipts, credit notes, and related tax documents on your behalf and in your name (self-billing) for your supply of the Seller Content to Devdazzle under Section 4.2(a) and any document evidencing that supply and your earnings. Devdazzle issues the Buyer-facing invoice or receipt in its own name as seller of record. You agree that: (a) you will accept each such self-billed document as if you had issued it yourself, and you will not issue a separate invoice for the same supply; (b) you will provide and keep accurate and current all identity and tax information Devdazzle requires to issue such documents (including legal name, address, tax identification or VAT/KDV number, and tax status), and you are solely responsible for the accuracy of that information; (c) you will promptly notify Devdazzle if you cease to be a taxable person, if your tax registration or status changes, or if any such information becomes inaccurate; (d) where applicable law conditions self-billing on prior agreement, an acceptance procedure, or a written self-billing agreement, this Section constitutes that agreement and your acceptance, and you will execute any further documentation Devdazzle reasonably requests to satisfy such conditions; and (e) where self-billing is not available or appropriate for your seller type or jurisdiction, Devdazzle may instead issue or facilitate an alternative document permitted by applicable law (for example, a self-billed statement, an expense voucher, or an equivalent instrument such as a gider pusulasi or mustahsil makbuzu where applicable). This authorization is limited to documenting your supply to Devdazzle and the payouts under this Agreement.
4.12 Buyer Payments Received by Devdazzle as Principal; No Money Transmission. Because Devdazzle sells the Seller Content to the Buyer as Reseller and seller of record, Buyer payments for Platform sales are received by Devdazzle (through the Payment Facilitator) as Devdazzle's own funds, as the principal seller of the transaction, and not as money collected, held, or transmitted on your behalf or on behalf of any third party. Devdazzle's obligation to pay you the Seller Payout is a separate contractual debt owed by Devdazzle to you as consideration for your supply under Section 4.2(a), governed by Article 11, and is not a remittance to you of funds belonging to you. Accordingly, Devdazzle is not a bank, trustee, fiduciary, escrow agent, or money transmitter with respect to these funds, does not hold them in trust or for your separate benefit, and does not pay interest on any balance.
4.13 Agent-of-Payee Fallback (Savings Clause). Devdazzle's primary status under this Article 4 is that of Reseller / Merchant of Record (principal), and Section 4.12 governs. However, to the extent any applicable law treats Devdazzle as collecting a Buyer's payment as the Seller's agent rather than as principal, then, as a fallback and only to that extent: (a) you appoint Devdazzle (acting through the Payment Facilitator) as your agent for the limited purpose of collecting and processing Buyer payments for your sales of Seller Content; (b) Devdazzle is authorized, and is publicly held out, as entitled to collect such payments on your behalf; (c) a Buyer's payment of the purchase price to Devdazzle or the Payment Facilitator is treated as payment received by you and discharges the Buyer's payment obligation in the amount paid, whether or not Devdazzle has remitted your Seller Payout; and (d) the Buyer bears no risk of loss if Devdazzle fails to remit your Seller Payout to you. This Section is intended to satisfy the conditions of the "agent of the payee" / payment-collection exemption from money-transmission licensing under applicable law, applies solely as an alternative characterization, and does not derogate from Devdazzle's primary Reseller status under this Article 4.
ARTICLE 5 - DELIVERY, HOSTING & PLATFORM OPERATIONS
5.1 Delivery. Devdazzle and its designated providers will facilitate delivery of the Seller Content to Buyers in accordance with the applicable EULA. You authorize Devdazzle to deliver the files, license documentation, and any updates you publish to Buyers entitled to receive them, and to maintain a reasonable download/access window for entitled Buyers consistent with Section 3.4.
5.2 Storage Disk and Technical Requirements. You agree to comply with Devdazzle's technical requirements for file formats, file sizes, metadata, preview media, and quality standards, as published from time to time. Devdazzle may store Seller Content using various storage configurations and providers and may relocate or replicate Seller Content for operational, performance, redundancy, or compliance purposes.
5.3 Malware and Security Screening. As a condition of listing, Seller Content must pass Devdazzle's malware and security screening, where Devdazzle elects to apply it, and must be free of malicious or harmful code as warranted in Article 7. Devdazzle's screening (or non-screening) does not relieve you of sole responsibility for the safety and integrity of the Seller Content and does not create any duty or warranty by Devdazzle, consistent with Sections 5.4 and 14.4.
5.4 No Duty to Monitor; No Duty from Voluntary Review. Devdazzle has the right, but not the obligation, to monitor, review, screen, scan, edit, refuse, or remove Seller Content. Devdazzle does not undertake a general obligation to monitor Seller Content or to actively seek facts indicating illegal activity. The exercise or non-exercise of Devdazzle's right to review, screen, scan, or remove does not create any duty to Seller, any Buyer, any rightsholder, or any other third party, does not constitute knowledge of, or responsibility for, the legality of any Seller Content, and may not be construed as an assumption of any duty to detect, prevent, or remove any infringing, unlawful, defective, or harmful content. Devdazzle's voluntary undertaking of any review or screening does not give rise to any negligent-undertaking, "good Samaritan," or assumed-duty liability to any person.
5.5 Availability. The Platform is provided on an "as available" basis. Devdazzle does not warrant uninterrupted, secure, or error-free operation and may modify, suspend, or discontinue all or part of the Platform at any time, subject to the survival of validly granted Buyer licenses.
5.6 Ranking and Search Placement. Where the Platform ranks or orders Listings in search results, category pages, or recommendations, the main parameters determining ranking, and their relative importance, are: (a) the relevance of the Listing to the Buyer's search query and selected filters (including title, description, tags, and metadata); (b) the quality and completeness of the Listing and its preview media; (c) Buyer-engagement and sales signals, such as views, sales, downloads, ratings, and reviews; (d) recency and update activity; (e) price and the selected license tiers; and (f) trust, safety, and compliance signals (including Content-Standards compliance and refund, Chargeback, and dispute rates, and any active restriction or strike). No single parameter is determinative; Devdazzle may weight, combine, adjust, and personalize these parameters to a given Buyer to improve relevance and the integrity of the marketplace. Devdazzle does not sell promotional placement and does not accept payment from Sellers in exchange for higher or improved ranking. This Section is a general description of the main ranking parameters and does not require Devdazzle to disclose any algorithm, weighting, or trade secret, and is without prejudice to Section 16.2 (no warranty as to ranking, visibility, or sales).
5.7 Differentiated Treatment. Devdazzle does not currently offer its own goods or services through the Platform in competition with Sellers. Where Devdazzle offers any first-party or affiliated content, or otherwise applies differentiated treatment in favor of its own offerings, it will describe that treatment to the extent required by applicable law.
ARTICLE 6 - CONTENT STANDARDS & PROHIBITED CONTENT
6.1 General Standard. You are solely responsible for the Seller Content. You must ensure that all Seller Content, and all sales and licenses of it, comply with this Agreement, the Content Standards, the applicable EULA, and all applicable laws.
6.2 Prohibited Content. You must not upload, list, sell, or distribute any Seller Content that:
(a) infringes, misappropriates, or violates any third party's Intellectual Property Rights, including copyright, trademark, trade dress, patent, trade secret, moral rights, rights of publicity, or rights of privacy;
(b) incorporates third-party material (including stock assets, photographs, fonts, textures, audio samples, code libraries, or other components, and including material subject to copyleft, Creative Commons, or other open-source or third-party licenses) unless you hold all rights, licenses, and clearances necessary to upload, list, sell, sublicense, and resell that material under each license tier you select, including for downstream commercial use by Buyers;
(c) is generated or assisted, in whole or in part, by artificial-intelligence or generative tools, except in accordance with Section 6.3;
(d) is unlawful, fraudulent, deceptive, defamatory, libelous, obscene, or constitutes child sexual abuse material (CSAM), non-consensual intimate imagery (NCII), or unlawful sexual content;
(e) promotes hatred, harassment, violence, or discrimination, or impersonates any person or entity;
(f) contains malware, viruses, spyware, ransomware, backdoors, cryptominers, or other malicious or harmful code;
(g) violates export controls, sanctions, privacy, data-protection, or consumer-protection laws; or
(h) violates any other prohibition set out in the Content Standards or any Prohibited Content Schedule incorporated by reference.
6.3 AI-Assisted or AI-Generated Content. For any Seller Content created or assisted, in whole or in part, by AI or generative tools, you: (a) warrant that you hold all rights necessary to grant the licenses contemplated by this Agreement in such content; (b) warrant that the content does not reproduce or derive from third-party works in a manner that infringes, misappropriates, or violates any third party's rights; and (c) must disclose its AI-assisted or AI-generated nature where required by the Content Standards or applicable law. You acknowledge that the copyrightability and ownership status of AI-generated material is unsettled in many jurisdictions and that you bear all risk associated with that status.
6.4 Accuracy of Listings. Your Listings, descriptions, previews, and metadata must be accurate and not misleading, must accurately represent the Seller Content delivered to the Buyer, and must accurately state the license tier(s) offered.
6.5 Devdazzle's Enforcement Rights. Devdazzle may, at its discretion and without prior notice, reject, edit, restrict, demote, delist, suspend, or remove any Seller Content or Listing that it reasonably believes violates this Agreement, the Content Standards, the EULA, or applicable law, or that falls outside Devdazzle's risk tolerance. The exercise of these rights does not relieve you of responsibility for the Seller Content and does not create any liability of Devdazzle to you or any third party.
6.6 Illegal-Content Reporting and Preservation. Where Devdazzle becomes aware of CSAM, NCII, or other content or conduct that it is legally required or permitted to report, Devdazzle may, notwithstanding any deletion, takedown, or data-minimization provision of this Agreement: (a) report the content and associated account and transaction information to the relevant authorities, hotlines, or organizations; (b) preserve the content, metadata, and related evidence under legal hold for so long as is necessary or required; and (c) cooperate with law-enforcement and regulatory investigations. You waive any claim against the Devdazzle Parties arising from such reporting, preservation, or cooperation undertaken in good faith.
6.7 Statement of Reasons. Where required by applicable law, Devdazzle will provide an affected Seller with a statement of reasons for any decision to remove, disable, demote, restrict, suspend, or terminate Seller Content or the Seller Account, including (as applicable) the facts relied on, the legal or contractual ground, whether automated means were used, and available redress options.
ARTICLE 7 - SELLER REPRESENTATIONS, WARRANTIES & IP OWNERSHIP
7.1 Standing Representations. You represent, warrant, and covenant, on the date of this Agreement and each time you upload, list, modify, or offer any Seller Content, that:
(a) you have full right, power, and authority to enter into and perform this Agreement and to grant all rights and licenses granted under it;
(b) all Seller Content is your original work, or you otherwise own or hold all Intellectual Property Rights, licenses, consents, clearances, and permissions necessary to upload, host, list, sell, distribute, sublicense, and resell the Seller Content and to grant each license tier you select, including for the downstream uses permitted to Buyers under the applicable EULA;
(c) the Seller Content does not and will not infringe, misappropriate, or violate any third party's copyright, trademark, trade dress, patent, trade secret, right of publicity, right of privacy, moral right, or any other Intellectual Property Right or proprietary right;
(d) the Seller Content contains no third-party Intellectual Property (including stock assets, fonts, textures, samples, photographs, brand features, or code) except material for which you hold all rights and clearances necessary for resale and sublicensing under each selected license tier;
(e) any AI-assisted or AI-generated Seller Content complies with Section 6.3, including the rights warranty and the disclosure obligation;
(f) the Seller Content is free of malware, viruses, and other malicious or harmful code, and is fit to be delivered to Buyers without causing harm to their systems or data;
(g) where the Seller Content depicts or incorporates any person's name, image, likeness, voice, or persona, you have obtained all necessary rights, consents, model releases, and releases;
(h) the Seller Content, your Listings, and your conduct comply with the Content Standards and all applicable laws, including export-control, sanctions, consumer-protection, and data-protection laws;
(i) the information you provide for onboarding, KYC, tax, Trader-status, and payout purposes is true, accurate, current, and complete; and
(j) you are not located in, organized under the laws of, or ordinarily resident in, and you will not provide Seller Content from, any country or territory subject to comprehensive sanctions, and you are not a person or entity with whom dealings are prohibited under applicable sanctions or export-control laws.
7.2 Per-Upload Affirmation. The representations and warranties in Section 7.1 are made afresh with respect to each item of Seller Content at the time of each upload or modification, and are continuing throughout the period the Seller Content remains on the Platform.
7.3 No Reliance on Devdazzle. You acknowledge that Devdazzle does not pre-screen, verify, or guarantee the legality, originality, ownership, safety, or non-infringement of Seller Content, and that you bear all risk associated with the Seller Content. You are solely responsible for clearing rights and for the legality and safety of your uploads.
7.4 Notice and Cooperation. You must promptly notify Devdazzle in writing of any claim, threat, demand, or dispute (including any Takedown Notice, rights claim, or buyer dispute) of which you become aware concerning the Seller Content, and you must fully and promptly cooperate with Devdazzle in connection with any such matter and any defense. Your failure to comply with this Section is itself a matter for which you must indemnify the Devdazzle Parties to the extent it prejudices their position.
ARTICLE 8 - INDEMNIFICATION BY SELLER
8.1 Indemnity, Defense, and Hold Harmless. You shall indemnify, defend, and hold harmless Devdazzle and its Affiliates, and their respective officers, directors, employees, contractors, agents, sublicensees, successors, and assigns (collectively, the "Devdazzle Parties"), from and against any and all claims, demands, suits, actions, proceedings, investigations, liabilities, damages, judgments, awards, settlements, penalties, fines, losses, costs, and expenses (including reasonable attorneys' fees, expert-witness fees, and costs of investigation, settlement, and enforcement) (collectively, "Losses") arising out of, relating to, or resulting from:
(a) the Seller Content, any Listing, and any sale, license, sublicense, distribution, download, or use of the Seller Content (including by Devdazzle as Reseller, Supplier of Record, or Deemed Supplier and by any Buyer);
(b) any actual or alleged infringement, misappropriation, or violation of any Intellectual Property Right or other proprietary or personal right of any third party by the Seller Content or its offering, sale, license, sublicense, distribution, or use, whether the claim is framed as direct, primary, contributory, vicarious, inducement, or any other form of liability, and including any claim that any Devdazzle Party is itself a direct or primary infringer by reason of reselling, hosting, displaying, promoting, sublicensing, or selling the Seller Content as reseller and seller of record;
(c) any breach or alleged breach by you of this Agreement, including any representation, warranty, covenant, or obligation in Article 6, Article 7, or any other Article;
(d) any claim that the Seller Content is defamatory or that it violated any third party's rights of publicity or privacy;
(e) any claim by a Buyer, end user, or other third party that the Seller Content or its distribution caused damage to any person or property, including any claim arising from malware, security vulnerabilities, or defects in the Seller Content, and including any consumer-protection, product-liability, contract, or warranty claim asserted against any Devdazzle Party in its capacity as Reseller, Supplier of Record, or Deemed Supplier by reason of the Seller Content;
(f) any consumer-protection or mandatory-law liability that any Devdazzle Party incurs as Reseller, Supplier of Record, or Deemed Supplier toward a Buyer to the extent arising from or attributable to your Seller Content, your Listings, or your breach of this Agreement;
(g) your violation of any applicable law, including export-control, sanctions, consumer-protection, privacy, or data-protection laws;
(h) any dispute between you and a Buyer, or between you and any third party claiming rights in the Seller Content; and
(i) any claim, assessment, audit, or demand by any tax authority for underpayment or non-payment of any tax (including Consumption Tax in the circumstances described in Section 4.5, Income-Tax Withholding, or income/corporate tax) attributable to your acts, omissions, misclassification, or failure to provide accurate tax or onboarding information.
8.2 Control of Defense; Settle-and-Recover. Devdazzle may, at its option and at your expense, (a) require you to assume and conduct the defense of any indemnified claim with counsel reasonably acceptable to Devdazzle, and/or (b) assume or participate in the defense and settlement of any such claim. For any claim that alleges infringement, misappropriation, or violation of Intellectual Property Rights, or that names any Devdazzle Party as a defendant, Devdazzle has the unilateral right, at any time, to assume and control the sole defense of the claim with counsel of its choice, at your expense. Devdazzle may, in its reasonable commercial judgment, settle or compromise any claim within the scope of this indemnity (including any Buyer or third-party claim), and the amount of any such settlement, together with all defense costs and Devdazzle's reasonable internal costs, is recoverable from you as indemnified Losses regardless of your assessment of the merits; provided that Devdazzle will not, without your consent (not to be unreasonably withheld, conditioned, or delayed), settle a claim solely against you in a manner that imposes a non-indemnified monetary liability or a non-monetary obligation on you. You shall not settle any claim in a manner that imposes any obligation, admission, or liability on, or that adversely affects the rights of, any Devdazzle Party without Devdazzle's prior written consent. Devdazzle's failure to provide prompt notice of a claim does not relieve you of your indemnity obligations except to the extent you are materially and actually prejudiced thereby. You must cooperate fully in any defense; failure to cooperate is itself an indemnified matter.
8.3 Buyer Claims Covered. The indemnity in this Article 8 expressly extends to claims brought by Buyers and to claims arising because Devdazzle resells the Seller Content and the EULA/license reaches the Buyer through the Platform as Reseller and seller of record. This includes consumer-protection and mandatory-law claims that a Devdazzle Party incurs as Reseller, Supplier of Record, or Deemed Supplier to the extent attributable to your Seller Content or breach, notwithstanding the mandatory-law carve-outs in Articles 13, 16, and 22.
8.4 Refund and Removal Costs. Where a takedown, content-standards removal, or IP dispute concerning your Seller Content results in refunds, Chargebacks, removal costs, or other Losses, those amounts are within the scope of your indemnity, and Devdazzle may recover them under this Article 8 and/or by set-off, clawback, and Reserve under Article 11.
8.5 Not Subject to the Liability Cap; Survival. Your obligations under this Article 8 are not subject to the limitation of liability in Article 17 and survive the expiration or termination of this Agreement and the closure of your Seller Account.
ARTICLE 9 - COPYRIGHT, NOTICE-AND-TAKEDOWN & MANDATORY REPEAT-INFRINGER POLICY
9.1 Policy; Voluntary Program Pending Jurisdiction Selection. Devdazzle respects the Intellectual Property Rights of others and expects Sellers and Buyers to do the same. Devdazzle maintains a notice-and-takedown process for claims that Seller Content infringes copyright or other Intellectual Property Rights, and a mandatory policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe (Section 9.9). This Article is intended to operate as a jurisdiction-neutral global notice-and-takedown mechanism, drawing on (including, but not limited to) the procedures developed under leading copyright safe-harbor and notice-and-action regimes (such as 17 U.S.C. § 512 (DMCA) and the EU Digital Services Act), and adaptable to other applicable regimes. Each such regime has its own mandatory formal preconditions (for example, registration of a designated agent with the U.S. Copyright Office for the U.S. regime). Until a governing law is selected under Article 22 and any applicable formal preconditions are satisfied, this Article operates as a voluntary takedown program and does not, by itself, confer any statutory safe harbor in any jurisdiction. Region-specific safe-harbor compliance may be implemented by addenda.
9.2 Designated Agent / Notice Contact. Notices of claimed infringement and counter-notices may be submitted to Devdazzle's Designated Agent:
Designated Copyright / IP Agent: Devdazzle LLC - Legal & IP Team
Notice Email: [email protected]
Postal Address: Levent Mah. Cevdetpaşa Cd. No:1/1, Beşiktaş/İstanbul
Telephone: +90 212 000 00 00
Online Form: devdazzle.com/pages/copyright
9.3 Contents of a Takedown Notice. A valid notice of claimed infringement must include substantially the following:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of the right allegedly infringed;
(b) identification of the copyrighted work or other right claimed to be infringed (or a representative list);
(c) identification of the allegedly infringing Seller Content or Listing, with sufficient detail to locate it (including the product name, the Seller's username, and the URL);
(d) the complainant's contact information (name, postal address, telephone number, and email address);
(e) a statement that the complainant has a good-faith belief that the use of the material is not authorized by the rights holder, its agent, or the law (including, where applicable, a consideration of fair use, quotation, or other lawful use); and
(f) a statement that the information in the notice is accurate, and - under penalty of perjury where the chosen jurisdiction so requires, or otherwise under an equivalent affirmation of truth under applicable law - that the complainant is authorized to act on behalf of the owner of the right allegedly infringed.
9.4 Action on Notice. Upon receipt of a notice that substantially complies with Section 9.3, Devdazzle will act expeditiously to remove or disable access to the identified Seller Content, will take reasonable steps to notify the affected Seller, and may, where required by law, acknowledge receipt of the notice and provide a statement of reasons. Devdazzle may also remove or disable content based on its own assessment of a likely violation, in its discretion; any such voluntary action is subject to the no-duty and neutrality provisions of Sections 5.4 and 14.4 and does not give Devdazzle the right and ability to control infringing activity within the meaning of any vicarious-liability standard.
9.5 Counter-Notice. If your Seller Content is removed or disabled and you believe the removal was the result of mistake or misidentification, you may submit a counter-notice to the Designated Agent containing substantially the following:
(a) your physical or electronic signature;
(b) identification of the removed or disabled Seller Content and the location at which it appeared before removal;
(c) a statement - under penalty of perjury where the chosen jurisdiction so requires, or otherwise under an equivalent affirmation of truth under applicable law - that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and
(d) your name, postal address, and telephone number, together with a statement that you consent to the jurisdiction of the state and federal courts located in the State of Delaware, United States (or, if you are located outside that jurisdiction, the jurisdiction in which Devdazzle may be found), and that you will accept service of process from the complainant or its agent.
You acknowledge and authorize that, as part of this counter-notice process, Devdazzle may provide the complainant with your counter-notice and your identifying contact information, consistent with Section 19.4.
9.6 Put-Back. Where the chosen governing-law regime provides for restoration of content following a valid counter-notice, Devdazzle may restore the removed Seller Content within the period required or permitted by applicable law, unless the original complainant first notifies Devdazzle that it has filed an action seeking a court order to restrain the allegedly infringing activity, and provided the content does not otherwise violate this Agreement. Where the U.S. 17 U.S.C. § 512(g) regime applies, Devdazzle may restore the Seller Content not less than ten (10) nor more than fourteen (14) business days following receipt of the counter-notice, unless the Designated Agent first receives notice from the original complainant that it has filed an action seeking a court order to restrain the allegedly infringing activity. The parallel restoration mechanic for the EU or any other chosen regime will be implemented by region-specific addendum. Absent any specific statutory period, Devdazzle may restore the content within a commercially reasonable time (by way of reference, ten to fourteen business days).
9.7 Trademark and Other IP Complaints. Complaints concerning trademark, patent, publicity, privacy, or other (non-copyright) rights may be submitted to the Notice Email. Complainants are encouraged to attempt resolution directly with the Seller where appropriate before submitting a formal complaint. Devdazzle may act on such complaints in a manner analogous to Sections 9.3-9.6.
9.8 Misrepresentation. Any person who knowingly materially misrepresents that Seller Content is infringing, or that it was removed or disabled by mistake or misidentification, may be liable for damages, including costs and attorneys' fees, to the extent provided by applicable law. By submitting a notice or counter-notice you warrant the good faith and accuracy of your statements.
9.9 Mandatory Repeat-Infringer and Abuse Policy. Devdazzle has adopted and will reasonably implement a policy providing for the termination, in appropriate circumstances, of the Seller Accounts of Sellers who are repeat infringers. Devdazzle operates a documented strike system under which a strike accrues for each Takedown Notice that results in removal of Seller Content and may be cleared upon a successful counter-notice or a final determination of non-infringement. A Seller who accrues three (3) strikes within any twelve (12)-month period will have its Seller Account terminated, and Devdazzle will maintain records of notices, strikes, and terminations sufficient to demonstrate reasonable implementation of this policy. Devdazzle may also suspend or restrict, after appropriate warning where required, (a) users who frequently provide manifestly illegal or infringing content, and (b) the processing of notices or complaints from persons who frequently submit manifestly unfounded or abusive notices or complaints.
9.10 Internal Complaints and Out-of-Court Settlement. Where required by applicable law, Devdazzle will provide an internal complaint-handling mechanism for Sellers to contest content-moderation decisions and will inform affected Sellers of any available out-of-court dispute-settlement options. These mechanisms are without prejudice to the Parties' rights under Article 22. Where applicable business-to-platform or marketplace-transparency law so requires, Devdazzle will also engage in good faith in mediation to try to resolve disputes with business Sellers out of court, and will make available, through the Platform or on request, information identifying one or more mediators it is willing to use for that purpose. Offering or taking part in mediation does not affect either Party's rights under Article 22, including the pre-litigation notice-and-negotiate step in Section 22.2.
ARTICLE 10 - END USER LICENSE TERMS
10.1 EULA on Resale. Each item of Seller Content is licensed to the Buyer under Devdazzle's then-current EULA / per-product license tier selected by you. Devdazzle, as Reseller and seller of record, sells the Seller Content and grants that EULA / license tier to the Buyer in its own name as principal, drawing on the license you grant Devdazzle under Article 3. The EULA governs the Buyer's permitted uses and restrictions. Devdazzle may update the standard form of the EULA from time to time; changes to the EULA apply to sales made after the change takes effect and do not retroactively impair licenses already granted.
10.2 Consistency. You must not offer, alongside a Listing, license terms that conflict with the selected EULA tier in a manner that undermines Devdazzle's ability to resell and sublicense the Seller Content and grant the license as Reseller or that is inconsistent with the rights you have granted Devdazzle under Article 3. Where you offer a custom or additional license term that Devdazzle permits, it operates only as an addition to, or stated exception within, the applicable standard tier, and you remain responsible for ensuring you hold the rights to grant it.
10.3 Buyer EULA Breach Not Devdazzle's Responsibility. If a Buyer breaches the EULA (for example, by redistributing, sublicensing without authorization, or otherwise using the Seller Content beyond the licensed scope), any resulting infringement or other claim is a matter between you and the Buyer (and/or any third party). Devdazzle has no obligation to police, monitor, or enforce Buyer compliance with the EULA, and Devdazzle is not liable for any Buyer's breach of the EULA, although it may act under Articles 6 and 9 at its discretion.
10.4 Survival. Buyer licenses survive in accordance with Section 3.4.
ARTICLE 11 - PRICING, COMMISSION, FEES & PAYOUTS
11.1 Commission. In consideration of the services provided under this Agreement, Devdazzle retains a platform Commission, currently six percent (6%) of the Net Sale Amount, as set out in the Fee Schedule (Schedule A). Devdazzle may change the Commission rate prospectively in accordance with Article 21.
11.2 Calculation of Seller Payout. For each sale, the Seller Payout is calculated as:
Seller Payout = Net Sale Amount − Commission − Income-Tax Withholding (if applicable) − Other Charges
where:
(a) Net Sale Amount is the gross amount charged to the Buyer less Consumption Tax (which Devdazzle charges, collects, and remits as Supplier of Record and/or as Deemed Supplier where applicable law so provides, under Article 4 and Article 12);
(b) Commission is the percentage in Section 11.1;
(c) Income-Tax Withholding is any income/corporate-tax prepayment required to be withheld under Article 12; and
(d) Other Charges are amounts properly deducted under this Agreement, including payment-processing fees, currency-conversion fees, transfer/bank fees, and amounts owed by you on account of refunds, Chargebacks, Reserves, set-off, or indemnity.
Any VAT/GST that you may be required to account for on your supply of Seller Content under Article 12.2 is outside this calculation and does not change the Net Sale Amount or the Seller Payout.
11.3 Collection, Custody, and Disbursement of Funds. As Reseller and seller of record, Devdazzle receives Buyer payments as its own funds (through the Payment Facilitator), within the Payment Facilitator's regulated payment environment and not in Devdazzle's own operating bank accounts, pending calculation and payment of your Seller Payout. From the proceeds of its sales, Devdazzle determines the Commission, Consumption Tax, Income-Tax Withholding, Reserves, and other applicable deductions, and then pays your Seller Payout to your registered Submerchant/connected account in accordance with the clearance period, minimum threshold, and payout cadence in Section 11.4 and the Fee Schedule. Devdazzle controls the timing of, and instructs, each payout consistent with that schedule, and payouts are not made on demand. Consistent with Section 4.12, the Seller Payout is a contractual debt Devdazzle owes you for your supply, and Devdazzle's role with respect to Buyer funds is that of principal seller, and not bank, money transmitter, trustee, or fiduciary holding or transmitting money on your behalf.
11.4 Clearance Period, Minimum Threshold, and Payout Cadence. Seller Payouts are subject to (a) a clearance/hold period before a sale becomes eligible for payout, currently thirty (30) days from the date of the sale, to allow for refunds, returns, and disputes; (b) a minimum payout threshold, currently one hundred United States dollars (USD 100); and (c) a payout cadence, currently monthly; each as set out in, and adjustable through, the Fee Schedule (Schedule A). On each scheduled payout run, Devdazzle disburses those Seller Payouts that have completed the clearance period, provided your eligible accrued balance then meets or exceeds the minimum threshold. Amounts that have not yet cleared, or that remain below the threshold, roll over to a subsequent period and remain held under Section 11.3 until released. Devdazzle may also pay out an accrued sub-threshold balance at its discretion or where required by applicable law, and may reasonably adjust the clearance period, threshold, cadence, and applicable transfer, bank, and currency-conversion fees in accordance with Article 21.
11.5 Holds and Reserves. Devdazzle may withhold, delay, or place in Reserve any portion of your Seller Payouts where reasonably necessary to secure against refunds, Chargebacks, fraud, anticipated indemnity claims, disputes, or legal or tax obligations, including by holding a rolling Reserve (for example, a percentage of funds for a defined rolling period) for Sellers with elevated refund, Chargeback, fraud, or dispute rates, or where required by the Payment Facilitator or applicable law. The default Reserve parameters are stated in the Fee Schedule (Schedule A).
11.6 Triggered IP-Claim Reserve. Upon receipt of a Takedown Notice or any third-party claim, threat, or dispute concerning an item of Seller Content, Devdazzle may immediately place in Reserve, and withhold from disbursement, an amount up to one hundred percent (100%) of the Seller Payouts attributable to that Seller Content and/or up to the amount Devdazzle reasonably estimates as its potential indemnified exposure in respect of the matter, and may hold such Reserve until the matter is finally resolved and any related indemnity satisfied. This right is in addition to, and not limited by, the general Reserve right in Section 11.5, and is intended to secure the indemnity in Article 8 at the moment of risk.
11.7 Refund and Chargeback Clawback; Set-Off. You are responsible for amounts paid by Devdazzle or the Payment Facilitator to Buyers or third parties in connection with refunds, Chargebacks, and disputes relating to your Seller Content, as further described in Article 13. Devdazzle may claw back such amounts (including any associated processing or Chargeback fee) from your current or future Seller Payouts and may set off against amounts owed to you any sums that are due, or that Devdazzle reasonably anticipates will become due, from you to any Devdazzle Party under this Agreement, including indemnity amounts.
11.8 Currency, Errors, and Adjustments. Devdazzle may convert amounts into your payout currency at rates it reasonably determines. Devdazzle may correct any payout errors and adjust subsequent payouts accordingly.
11.9 Final Reconciliation; Dormant and Unclaimed Balances. On termination or closure of the Seller Account, Devdazzle will, within sixty (60) days after the later of (a) the effective date of termination and (b) the expiry of any applicable Reserve, refund, Chargeback, dispute, or tax-compliance period, release to you the final undisputed Seller Payout, less all amounts you owe and subject to onboarding/tax compliance and applicable holds. For accrued balances that remain below the minimum payout threshold, or that you do not or cannot claim (including where your payout details are invalid or you are uncontactable), Devdazzle may hold such balances for the period it reasonably determines, after which it will handle them in accordance with applicable unclaimed-property, dormant-account, or escheatment law, or, where no such law applies and after reasonable notice to your last-known contact, may retain them to the extent permitted by applicable law.
11.10 Sanctions/AML Freeze; Blocked-Seller Funds. Where a sanctions, anti-money-laundering, or fraud screening hit or suspected violation occurs, Devdazzle and the Payment Facilitator may freeze your Listings and Seller Payouts, suspend your account, and withhold, hold, block, report, or otherwise handle any accrued funds in accordance with applicable sanctions, anti-money-laundering, and other law, without liability to you. Funds withheld under this Section are released, forfeited, or remitted as required or permitted by applicable law.
11.11 Taxes on Payouts. Seller Payout amounts are stated and paid subject to any deductions or withholdings required by applicable law, as described in Article 12.
ARTICLE 12 - TAXES
12.1 Devdazzle's Consumption-Tax Collection (as Supplier of Record / Deemed Supplier). As Reseller and seller of record, Devdazzle charges, collects, and remits Consumption Tax (VAT/GST/KDV/sales or use tax) on Buyer sales of Seller Content (a) as the Supplier of Record on its own sale to the Buyer, and (b) where applicable law (marketplace-facilitator / deemed-supplier rules, for example the EU VAT Directive Articles 14a and 9a, the United Kingdom rules, and United States marketplace-facilitator statutes) deems Devdazzle the Deemed Supplier or the collector for tax purposes. Devdazzle collects, reports, and remits such Consumption Tax and issues or facilitates the Buyer-facing invoice or receipt in its own name. You do not separately collect, invoice, or remit the Buyer's Consumption Tax for a Platform sale. Devdazzle bears its own residual risk in making the determinations contemplated by this Section, except where a Loss is attributable to your acts, omissions, misclassification, or inaccurate information, and subject to the jurisdictional fallback in Section 4.5.
12.2 Seller's Own Taxes. You are solely responsible for determining, reporting, and paying all of your own taxes arising from your activities and from amounts you receive, including income tax, corporate tax, self-employment or social-security contributions, and any VAT/GST you may owe in your own capacity in connection with your supply of the Seller Content to Devdazzle (and any related services), as distinct from the Consumption Tax that Devdazzle collects and remits on Buyer sales as Supplier of Record and/or Deemed Supplier. Where you are required to account for VAT/GST in your own capacity in connection with the Seller Content or the services Devdazzle provides to you, Devdazzle will self-account for such tax under the applicable reverse-charge mechanism where available, or the Parties will agree the treatment; in all cases such seller-side tax is outside, and does not change, the Net Sale Amount and the Seller Payout calculation in Article 11. Except where Devdazzle is the Supplier of Record or Deemed Supplier under Section 12.1 (which is the default for Platform sales), you are responsible for the Buyer's Consumption Tax on any sales you make outside the Platform. It is your responsibility to disclose your earnings to your relevant tax authorities. Devdazzle does not provide tax advice. (Final wording per tax counsel and the chosen jurisdiction.)
12.3 Income-Tax Withholding. Where applicable law requires Devdazzle or the Payment Facilitator to withhold an income-tax or corporate-tax prepayment from amounts payable to you (for example, and as an illustrative jurisdiction-specific instance only, the Turkish one percent (1%) e-commerce withholding under Presidential Decree No. 9284, in force from 1 January 2025, applied on a base excluding Consumption Tax), Devdazzle or the Payment Facilitator will withhold and remit that amount from your Seller Payout and, where required, provide documentation of the withholding. You may offset the withheld amount against your own income or corporate tax in accordance with applicable law. This Income-Tax Withholding is distinct from, and in addition to, Consumption Tax, and is not VAT. No such withholding applies where it is not required by law for the relevant payment. The bracketed instrument above is a jurisdiction-specific example and is not represented as universally operative; it must be replaced or supplemented per the chosen jurisdiction.
12.4 Tax Information and Forms. You must provide all tax documentation, declarations, and forms reasonably requested by Devdazzle or the Payment Facilitator to enable compliance with applicable tax law. Until you provide valid required tax documentation, Devdazzle may withhold all or part of your Seller Payouts to the extent permitted or required by law.
12.5 Tax Indemnity. Without limiting Article 8, you are responsible for, and shall indemnify the Devdazzle Parties against, any tax, interest, penalty, or cost arising from your misclassification, your failure to provide accurate tax information, the Consumption-Tax fallback in Section 4.5, or any tax for which you are responsible under this Article 12.
12.6 Platform Tax and Information Reporting. You acknowledge that Devdazzle and/or the Payment Facilitator may be required, under digital-platform tax- and information-reporting regimes (for example, the OECD Model Reporting Rules for Digital Platforms and the EU DAC7 directive, United States Form 1099-K reporting, the United Kingdom reporting rules for digital platforms, and similar regimes adopted where you or your Buyers are located), to collect, verify, retain, and report to the competent tax authorities your identity and tax information (including legal name, address, date of birth or business-registration number, taxpayer or VAT/KDV identification number, and financial-account identifiers) together with the value and number of your sales, payouts, and fees. You agree to provide and keep current all such information and any self-certification or documentation Devdazzle or the Payment Facilitator reasonably requests for these purposes, and you authorize Devdazzle and the Payment Facilitator to collect, retain, and report that information to the competent authorities as required by applicable law. Where you do not provide the required information within the time Devdazzle specifies, Devdazzle may, to the extent permitted or required by law, place a hold on or withhold your Seller Payouts, restrict your ability to list or sell, or suspend your Seller Account until you provide it. Where required, Devdazzle or the Payment Facilitator will provide you with a copy of the information reported about you. Nothing in this Section makes Devdazzle responsible for your own tax filings, which remain your responsibility under Section 12.2.
ARTICLE 13 - REFUNDS & CHARGEBACKS
13.1 Devdazzle Handles Refunds as Seller of Record; Seller Bears the Cost. Toward the Buyer, Devdazzle is the seller of record and handles Buyer requests for refunds, returns, Chargebacks, and disputes. As between the Parties, you bear the economic cost of refunds and Chargebacks relating to your Seller Content, as set out in Section 13.5. Devdazzle (and/or the Payment Facilitator) facilitates, handles, and decides such requests, in its discretion and in accordance with Devdazzle's published Refund Policy and applicable law.
13.2 Digital-Goods Default. Digital Seller Content is generally non-refundable once it has been delivered or downloaded, subject to Devdazzle's Refund Policy, applicable mandatory consumer-protection law, and the cases Devdazzle elects or is required to honor (for example, where the Seller Content materially fails to match its description or preview, omits essential files, or contains malware or material defects).
13.3 Consumer Withdrawal Rights. Where applicable consumer-protection law grants a Buyer a statutory right of withdrawal or cooling-off for digital content, Devdazzle may, where permitted, obtain the Buyer's express prior consent to immediate performance and acknowledgment of loss of the withdrawal right at checkout. You acknowledge that mandatory consumer rights cannot be excluded, and that, although Devdazzle is the seller of record toward the Buyer and administers such rights, any liability Devdazzle incurs to a Buyer under mandatory consumer law that is attributable to your Seller Content or your breach is within the scope of your indemnity under Article 8.
13.4 Seller's Duty to Cure. You must: (a) respond to reasonable Buyer queries concerning your Seller Content within seven (7) days, or such period as the Content Standards specify; (b) promptly correct, replace, or complete any Seller Content that materially fails to match its description or preview, omits essential files, or is defective; and (c) honor any update, maintenance, or support commitments you state in a Listing. This duty to cure is the correlative of, and is intended to reduce, the refund triggers in Section 13.2 for which you bear the economic cost under Section 13.5.
13.5 Seller Bears the Economic Cost. You bear the economic cost of refunds and Chargebacks relating to your Seller Content. On any refund or Chargeback, Devdazzle may recover from your current or future Seller Payouts (by clawback, set-off, and Reserve) the full refunded or charged-back amount together with any associated processing or Chargeback fee, and may retain or reverse the Commission at its discretion. Devdazzle's own fees are not necessarily returned on a refunded sale.
13.6 Excessive Disputes. Devdazzle may impose Reserves, additional verification, restrictions, or suspension on Sellers with elevated refund, Chargeback, or fraud rates, and may terminate accounts that present unacceptable dispute or fraud risk.
13.7 Reconciliation with Payment Facilitator. Because Devdazzle pays your Seller Payout from the proceeds of its sales and effects refunds and Chargebacks as seller of record, refund and Chargeback recoveries are taken from your current or future Seller Payouts, and you authorize Devdazzle and the Payment Facilitator to effect such recoveries.
ARTICLE 14 - Devdazzle'S ROLE; NEUTRALITY; NO VICARIOUS-LIABILITY NEXUS
14.1 Neutral Host as to Content; Reseller for Commercial Purposes. Devdazzle is the Reseller and seller of record toward the Buyer for commercial and tax purposes; in all other respects, and with respect to the Seller Content itself, Devdazzle acts as a neutral host and venue. Devdazzle is not the author, creator, originator, or owner of the Seller Content, does not pre-review, curate, or endorse Listings or Seller Content, and exercises no control over, and assumes no responsibility (as between the Parties) for, the quality, legality, originality, safety, accuracy, or non-infringement of Seller Content, all of which originate solely from you at your direction. Devdazzle's status as Reseller is a commercial and tax characterization and does not make it the author or originator of, or give it the right and ability to control the content of or the rights in, the Seller Content.
14.2 No Financial-Benefit or Control Nexus. The Commission is a fixed percentage retained by Devdazzle for operating the Platform and providing the resale, settlement, and related services, and is not a payment for, or directly attributable to, any specific item of Seller Content or any infringing or unlawful activity. Devdazzle does not have the right or ability to control the creation, authorship, or selection of Seller Content, all of which originate solely from Sellers at their direction. Nothing in this Agreement, including Devdazzle's rights to review, screen, scan, curate, rank, promote, demote, restrict, or remove content, may be construed as conferring on Devdazzle the right and ability to control infringing or unlawful activity, or a financial benefit directly attributable to such activity, within the meaning of any vicarious-, contributory-, or secondary-liability standard.
14.3 Disputes Between Users. Disputes regarding the Seller Content or its use, including disputes about ownership, licensing, quality, or infringement, are between the Seller and the relevant Buyer or third party. Devdazzle is not obligated to become involved in, and has no liability arising from, such disputes, although it may act under Articles 6, 9, and 15 at its discretion.
14.4 No Duty from Voluntary Action. Devdazzle's voluntary exercise of any right to review, screen, scan, curate, or remove Seller Content does not create any duty to Seller, any Buyer, any rightsholder, or any other third party, consistent with Section 5.4, and does not give rise to any assumed-duty, negligent-undertaking, or "good Samaritan" liability.
14.5 Seller Solely Responsible. You are solely responsible (and the Devdazzle Parties have no responsibility to you or any third party) for the Seller Content sold or distributed through the Platform.
ARTICLE 15 - TERM, SUSPENSION & TERMINATION
15.1 Term. This Agreement begins when you accept it or first use the Platform as a Seller and continues until terminated in accordance with this Article.
15.2 Withdrawal of Content by Seller. You may withdraw any Seller Content or Listing at any time. Devdazzle will cease offering the withdrawn item for new sales within a commercially reasonable time. Withdrawal does not affect licenses already granted to Buyers (Section 3.4), does not relieve you of accrued obligations, and does not entitle you to interfere with continued delivery to entitled Buyers.
15.3 Termination by Seller. You may terminate this Agreement and close your Seller Account at any time on notice to Devdazzle. Termination is treated as a withdrawal of all your Seller Content.
15.4 Suspension and Termination by Devdazzle. Devdazzle may, in its discretion and without liability to you, immediately suspend, restrict, delist, or remove any Seller Content or Listing, and/or suspend or terminate your Seller Account and this Agreement, where Devdazzle reasonably believes that:
(a) Seller Content infringes or may infringe any Intellectual Property Right, or Devdazzle has received a Takedown Notice;
(b) you have breached this Agreement, the Content Standards, the EULA, or applicable law;
(c) you are a repeat infringer under Section 9.9;
(d) your activity presents fraud, Chargeback, security, reputational, sanctions, anti-money-laundering, or legal risk, or falls outside Devdazzle's risk tolerance;
(e) you have engaged in account-integrity violations under Section 2.8 or anti-circumvention violations under Article 25;
(f) you fail to complete or maintain KYC, onboarding, Trader-status, or tax requirements; or
(g) required by applicable law, a court, or a competent authority.
15.5 Effect of Termination. On termination or expiration:
(a) your right to list and sell new Seller Content ceases;
(b) licenses already granted to Buyers survive (Section 3.4), Devdazzle retains the limited license in Section 3.7 to honor them, and you must not interfere with continued delivery to or access by entitled Buyers, who retain their applicable download/access window;
(c) you remain liable for all accrued obligations, including refunds, Chargebacks, Reserves, set-off, indemnity, and taxes;
(d) Devdazzle may continue to hold Reserves (including any triggered IP-claim Reserve under Section 11.6) and to apply clawback and set-off for the periods reasonably necessary to cover refund, Chargeback, dispute, and indemnity risk; and
(e) Devdazzle will release any undisputed Seller Payout amounts due to you in accordance with the final-reconciliation and dormant-balance provisions of Section 11.9, after deducting all amounts you owe, subject to onboarding/tax compliance and applicable holds.
15.6 Seller Data and Content on Exit. For a period of thirty (30) days after closure of your Seller Account (or such other period Devdazzle reasonably specifies or applicable law requires), you may request to retrieve copies of your own uploaded Seller Content files and your available sales and license records, to the extent technically feasible and consistent with Devdazzle's legal-hold, fraud-prevention, and Buyer-delivery obligations. After that period, Devdazzle may delete your Seller Content from active systems, subject to (a) retention necessary to honor surviving Buyer licenses and continued delivery under Sections 3.4 and 3.7, (b) backup, legal-hold, and record-keeping requirements, and (c) the illegal-content preservation provisions of Section 6.6. Devdazzle's retention rights under Sections 3.7 and 6.6 are unaffected by this Section.
15.7 Death, Incapacity, or Dissolution. In the event of your death or incapacity (for an individual Seller) or dissolution (for an entity Seller), Devdazzle may, on receipt of reasonable documentation, work with your estate, legal successor, or authorized representative regarding the handling of accrued Seller Payouts (subject to Section 11.9), the Seller Account, and live Listings. Pending such resolution, Devdazzle may suspend the account and continue to honor surviving Buyer licenses. The estate or successor remains subject to the accrued obligations and indemnities under this Agreement to the extent provided by applicable law.
15.8 Survival. Articles and Sections that by their nature should survive termination survive, including Definitions (Article 1), Sections 2.7 and 2.8, Sections 3.4, 3.5, 3.7, and 3.8 (license survival, ownership, limited operating license, no estoppel), Article 4 (including the risk allocation in Section 4.10), Sections 5.3 and 5.4, Article 6 (including Sections 6.6 and 6.7), Article 7 (representations and warranties), Article 8 (indemnification), Sections 11.6, 11.7, 11.9, 11.10 (Reserve, clawback/set-off, final reconciliation, sanctions freeze), Article 12 (taxes), Article 13 (refunds and Chargebacks), Article 14 (neutrality), Article 16 (disclaimers), Article 17 (limitation of liability), Article 18 (general indemnity), Article 19 (confidentiality, data, and disclosure), Article 20 (Devdazzle IP and feedback), Article 22 (governing law and dispute resolution), Article 25 (anti-circumvention), and Article 23 (miscellaneous).
ARTICLE 16 - DISCLAIMERS; "AS IS"
16.1 AS-IS / AS-AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND YOUR USE IS AT YOUR SOLE RISK. THE Devdazzle PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
16.2 No Warranty as to Results. The Devdazzle Parties do not warrant that the Platform will be uninterrupted, secure, timely, or error-free, that defects will be corrected, that any particular sales, revenue, ranking, or visibility will result, or that the Platform is free of harmful components.
16.3 Not Responsible for Content or Other Users. The Devdazzle Parties are not responsible or liable for the Seller Content, for the conduct of any Seller, Buyer, or other user, for any unauthorized use of Seller Content outside the Platform, or for the legality, quality, safety, or accuracy of any Listing.
16.4 Statutory Rights Carve-Out. Nothing in this Article 16 excludes, restricts, or modifies any warranty, right, or remedy that cannot be excluded or limited under applicable mandatory law (including mandatory consumer-protection law). Where such law applies, the disclaimers in this Article apply only to the extent permitted by that law. To the extent Devdazzle incurs liability to a Buyer under such mandatory law (including where Devdazzle is treated as the Deemed Supplier or collector for tax or consumer-law purposes) in connection with your Seller Content or breach, that liability is within the scope of your indemnity under Article 8.
ARTICLE 17 - LIMITATION OF LIABILITY
17.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY Devdazzle PARTY BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE Devdazzle PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE Devdazzle PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE LESSER OF (a) THE TOTAL COMMISSION ACTUALLY RETAINED BY Devdazzle ON SALES OF YOUR SELLER CONTENT DURING THE six (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) one hundred (100) UNITS OF THE SELLER'S PAYOUT CURRENCY. THIS IS A SINGLE AGGREGATE CAP; THERE IS NO SEPARATE OR ADDITIONAL PER-ITEM CAP, AND NO ELECTION AMONG ALTERNATIVE CAPS.
17.3 Seller Obligations Excluded from Cap. The limitation of liability in this Article 17 does not limit your obligations to Devdazzle, including your indemnification obligations under Articles 8 and 18, your refund/Chargeback and clawback obligations under Articles 11 and 13, or your tax obligations under Article 12.
17.4 Carve-Outs. Nothing in this Article 17 limits liability that cannot be limited or excluded under applicable mandatory law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for gross negligence or willful misconduct where such limitation is prohibited by law.
17.5 No Protection Against Non-Party Claims. The exclusions and cap in this Article 17 govern only liability of the Devdazzle Parties to you. They do not, and cannot, limit any claim brought by a Buyer, a rightsholder, or any other person who is not a party to this Agreement; protection against such claims is provided through the indemnification and security mechanisms of Articles 8, 11, and 18, not through this Article.
17.6 Basis of the Bargain. The disclaimers and limitations in Articles 16 and 17 are a fundamental basis of the bargain between the Parties and reflect a reasonable allocation of risk, including Devdazzle's role as reseller and neutral host of the Seller Content and the Commission it charges.
ARTICLE 18 - GENERAL INDEMNITY
18.1 In addition to Article 8, you shall indemnify, defend, and hold harmless the Devdazzle Parties from and against any Losses arising out of or relating to (a) your use or misuse of the Platform, (b) your breach of this Agreement or any policy incorporated by reference, (c) your violation of any law or any right of any third party, and (d) any content, data, or information you submit. The procedures and rights in Section 8.2 (including Devdazzle's settle-and-recover and sole-control-of-defense rights), the survival in Section 8.5, and the exclusion from the liability cap in Section 17.3 apply equally to this Article 18. This Article is a catch-all supplement to, and does not narrow, the scope of Article 8; where the two overlap, the broader coverage applies.
ARTICLE 19 - CONFIDENTIALITY, DATA & DISCLOSURE
19.1 Confidential Information. "Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential, including non-public commercial terms, financial information, analytics, technical information, and security information. Confidential Information does not include information that is or becomes public through no fault of the receiving Party, is rightfully known without restriction, is independently developed, or is rightfully obtained from a third party.
19.2 Obligations. The receiving Party will use Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need to know and are bound by confidentiality obligations, or as required by law (with reasonable prior notice where permitted) or as permitted by Section 19.4.
19.3 Data Protection. Each Party will comply with applicable data-protection and privacy laws in connection with personal data processed under this Agreement. Devdazzle's processing of personal data is described in its Privacy Policy devdazzle.com/pages/privacy. Where required, the Parties will enter into a separate data-processing agreement. You are responsible for handling any personal data you receive in connection with Buyers in compliance with applicable law and the EULA.
19.4 Law Enforcement, Legal Requests, and Disclosure of Seller Information. You acknowledge and authorize that Devdazzle may collect, retain, use, and disclose your identity, contact, account, transaction, tax, KYC, and related information, and any Seller Content, where Devdazzle reasonably determines it is necessary or appropriate to: (a) comply with applicable law, legal process, subpoena, court order, or governmental, regulatory, or tax-authority request; (b) respond to law-enforcement requests or to report unlawful content or conduct (including under Section 6.6); (c) enforce this Agreement, the Content Standards, or the EULA, or protect the rights, property, or safety of Devdazzle, Buyers, Sellers, or the public; and (d) respond to and process Intellectual Property complaints, including by providing an IP complainant with your counter-notice and identifying contact information as part of the Article 9 notice-and-counter-notice flow, and by sharing relevant information with parties to a content dispute as reasonably necessary to resolve it. Devdazzle may make such disclosures without prior notice to you where prohibited from giving notice or where notice would be impractical or would compromise an investigation or the rights of others.
19.5 Publicity. Neither Party will issue public statements identifying the other as a counterparty in a misleading way; Devdazzle may, however, display Seller's storefront name, Listings, brand features, and (for Trader Sellers) legally required identity information as necessary to operate and market the Platform and to comply with marketplace-transparency law.
ARTICLE 20 - INTELLECTUAL PROPERTY OF Devdazzle; FEEDBACK
20.1 Platform IP. Devdazzle and its licensors own all Intellectual Property Rights in the Platform, including its software, design, trademarks, and the standard EULA forms. Except for the rights expressly granted, no rights are granted to you in the Platform.
20.2 Feedback. If you provide Devdazzle with suggestions, ideas, or feedback, you grant Devdazzle a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit such feedback without restriction or compensation.
ARTICLE 21 - MODIFICATIONS
21.1 Changes to this Agreement and Policies. Devdazzle may modify this Agreement, the Fee Schedule (Schedule A), the Content Standards, the EULA, and other incorporated policies from time to time. Devdazzle will provide notice of material changes by a reasonable means (such as posting the updated terms with a revised effective date and/or notifying you through the Platform or by email). For changes that adversely affect Sellers and that are neither exclusively to your benefit nor required by a legal or regulatory obligation, Devdazzle will give at least thirty (30) days' advance notice before the change takes effect (or a longer period where applicable law - including business-to-platform marketplace-transparency law - so requires), during which you may terminate this Agreement under Article 15. Devdazzle may make a change on shorter or immediate notice where it is required to address a legal, regulatory, fraud, or security risk, where the change is exclusively to your benefit, or where applicable law otherwise permits.
21.2 Acceptance of Changes. Changes take effect on the stated effective date. Your continued use of the Platform, or your continued listing or sale of Seller Content, after the effective date constitutes acceptance of the changes. If you do not agree to a change, your remedy is to stop using the Platform and terminate this Agreement under Article 15. Changes to the Commission and other economic terms apply prospectively to sales made after they take effect. Changes to the EULA do not retroactively impair licenses already granted to Buyers.
ARTICLE 22 - GOVERNING LAW & DISPUTE RESOLUTION
JURISDICTION NOTE. Devdazzle is a New Mexico limited liability company operating a global marketplace; this Agreement is governed by the law of the State of Delaware and provides for individual arbitration as set out below. These governing-law and dispute-resolution choices are intended to be enforceable and protective, and remain subject to confirmation by counsel before launch. Because Devdazzle sells to the Buyer as Reseller and seller of record (and as Deemed Supplier for tax purposes where applicable law so provides), mandatory consumer law of each Buyer's place of habitual residence may apply to Devdazzle as seller of record and may override the chosen law and forum for buyer-facing liability; the choices below cannot guarantee a single forum for that exposure, and any liability so incurred that is attributable to your Seller Content or breach is within the scope of your indemnity under Article 8.
22.1 Governing Law. This Agreement, and any dispute arising out of or relating to it or the Platform, is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Article 22.
22.2 Pre-Litigation Notice and Good-Faith Negotiation. Before commencing any arbitration or litigation (other than an application for urgent injunctive or equitable relief under Section 22.7), the Party raising a dispute must first send a written Notice of Dispute to the other Party - to Devdazzle at [email protected], marked for the attention of Devdazzle LLC - Legal Department, and to you at the contact details associated with your Seller Account - describing the dispute and the relief sought. The Parties will then negotiate in good faith for a period of thirty (30) days from receipt of the Notice of Dispute to attempt to resolve the dispute. Only if the dispute is not resolved within that period may a Party commence arbitration or litigation. This Section is a condition precedent to such proceedings and is intended to make the limitation period in Section 22.6 workable.
22.3 Venue / Forum. Subject to Sections 22.2, 22.4, and 22.5, the Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, United States for the resolution of any dispute, and waive any objection to venue or inconvenient forum in those courts.
22.4 Arbitration; Class-Action and Jury-Trial Waiver (Conspicuous). (This provision significantly affects your rights: it requires disputes to be resolved by individual arbitration and waives class, collective, and representative actions and any jury trial. It must be separately and conspicuously presented and acknowledged at the time you accept this Agreement.)
(a) Binding Arbitration. Any dispute not resolved under Section 22.2 will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect (and, for international disputes, the AAA's International Centre for Dispute Resolution (ICDR) Rules), seated in the State of Delaware, United States, conducted in English, before one (1) arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
(b) Class-Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND ALL DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS.
(c) Jury-Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.
(d) Opt-Out and Preserved Rights. A consumer or other party entitled to mandatory protections may opt out of this Section 22.4 by written notice to [email protected] within thirty (30) days of first accepting this Agreement, and may have non-waivable rights to bring claims in a local court or before a local body; those rights are preserved to the extent required by applicable law. If this Section 22.4 is not adopted for the chosen jurisdiction, disputes proceed under Sections 22.2 and 22.3.
22.5 Consumer and Mandatory-Law Carve-Out. Nothing in this Article 22 deprives any person of the protection of mandatory provisions of the law that would apply in the absence of this Article, including any mandatory consumer-protection forum or law of the person's place of habitual residence. Where applicable law requires a different governing law or forum, that requirement prevails to the extent of the conflict.
22.6 Time Limit. To the extent permitted by applicable law, any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrued (with the limitation period tolled during the Section 22.2 notice-and-negotiate period), or it is permanently barred.
22.7 Injunctive Relief. Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, notwithstanding Sections 22.2 through 22.4.
ARTICLE 23 - MISCELLANEOUS
23.1 Entire Agreement. This Agreement, together with the Fee Schedule (Schedule A), Content Standards, EULA, Refund Policy, Privacy Policy, and other policies incorporated by reference, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings. In the event of a conflict, this Agreement controls over an incorporated policy unless the policy expressly states otherwise.
23.2 Incorporation by Reference. The Fee Schedule (Schedule A), the Content Standards / Acceptable Use Policy / Prohibited Content Schedule, the standard EULA, the Refund Policy, the Privacy Policy, and the Copyright / Notice-and-Takedown Policy are incorporated into and form part of this Agreement. A breach of any incorporated policy is a breach of this Agreement.
23.3 Assignment. You may not assign or transfer this Agreement, or any rights or obligations under it, without Devdazzle's prior written consent; any attempted assignment in violation of this Section is void. Devdazzle may assign this Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, reorganization, re-incorporation, or sale of assets, without your consent. This Agreement binds and benefits the Parties and their permitted successors and assigns.
23.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remaining provisions will continue in full force and effect.
23.5 No Waiver. No failure or delay by a Party in exercising any right under this Agreement operates as a waiver, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving Party.
23.6 Notices. Devdazzle may give you notice through the Platform, by email to the address associated with your Seller Account, or by other reasonable means. You must send legal notices to Devdazzle at [email protected] and/or Levent Mah. Cevdetpaşa Cd. No:1/1, Beşiktaş/İstanbul, marked for the attention of Devdazzle LLC - Legal Department. Notices are deemed received when sent (for electronic notice) or on actual receipt (for postal notice), subject to applicable law.
23.7 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemic or pandemic, failures of utilities, telecommunications, hosting, or payment-processing providers, cyberattacks, or internet or power failures.
23.8 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, agency (except the limited capacities expressly described), franchise, or employment relationship.
23.9 Third-Party Beneficiaries. Except for the Devdazzle Parties (who are intended third-party beneficiaries of the disclaimers, limitations, and indemnities that protect them), there are no third-party beneficiaries to this Agreement. Buyers' rights are governed by the EULA, not by this Agreement.
23.10 Language. This Agreement may be provided in multiple languages. If there is a conflict between versions, the English version controls, except where applicable law requires otherwise.
23.11 Electronic Acceptance. You consent to transact electronically and agree that your electronic acceptance of this Agreement has the same legal effect as a handwritten signature.
23.12 Cumulative Remedies. Except as expressly stated, all rights and remedies under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.
23.13 Interpretation. No rule of construction requiring interpretation against the drafter applies to this Agreement.
ARTICLE 24 - RESERVED
24.1 This Article is intentionally reserved.
ARTICLE 25 - ANTI-CIRCUMVENTION; NO OFF-PLATFORM DIVERSION; NON-SOLICITATION
25.1 Purpose. This Article protects the integrity of the Commission, the resale and settlement flow, and the Consumption-Tax architecture on which this Agreement depends. It does not restrict your general freedom to sell the same content through other channels under Section 4.7; it restricts only the use of the Platform and Platform-originated relationships to circumvent the Platform's fees and tax flow.
25.2 No Diversion of Platform Buyers. You must not use the Platform, or any contact, lead, or relationship originated through the Platform, to solicit, induce, or arrange for any Platform Buyer or prospective Platform Buyer to purchase, license, or acquire the same or substantially similar Seller Content from you or any third party off the Platform in order to avoid the Commission, the Platform-facilitated sale and settlement, or the Consumption-Tax/withholding flow.
25.3 No Embedded Contact or Payment Details. You must not embed, include, or transmit, within any Listing, title, description, preview, metadata, message, or delivered file, any external contact details, external store or marketplace links, payment instructions, discount codes redeemable off-Platform, or other content whose purpose or effect is to divert Platform Buyers to an off-Platform transaction for the same or substantially similar Seller Content. Reasonable attribution, portfolio, or brand information permitted by the Content Standards is not a violation, provided it is not used to divert a specific Platform transaction off-Platform.
25.4 No Solicitation of Fees Outside Settlement. You must not request or accept payment for Platform Listings outside the Platform's settlement flow, or otherwise structure transactions to evade the Commission or the tax architecture.
25.5 Enforcement. Violation of this Article is a material breach and may result in immediate suspension or termination under Article 15, Commission clawback and set-off under Article 11, Reserve under Section 11.6, and indemnity under Article 8 for any resulting tax or other Losses.
SCHEDULE A - FEE SCHEDULE AND PAYOUT TERMS
This Schedule is incorporated into and forms part of the Agreement. The figures below are stated defaults that apply unless and until updated by Devdazzle in accordance with Article 21. Bracketed values are business-configurable and should be confirmed against the live Platform configuration and the Payment Facilitator's terms.
A.1 Commission. Platform Commission: six percent (6%) of the Net Sale Amount per sale, as referenced in Section 11.1. Category- or volume-specific rates: none at this time.
A.2 Net Sale Amount. Net Sale Amount = gross amount charged to the Buyer less Consumption Tax collected, per Section 1.18.
A.3 Income-Tax Withholding. Applied only where required by law (e.g., the illustrative Turkish 1% e-commerce income/corporate-tax withholding in Section 12.3), on a base excluding Consumption Tax, and remitted by Devdazzle or the Payment Facilitator. Not VAT.
A.4 Clearance Period and Payout Cadence. Clearance period default: thirty (30) days from the date of sale (the clearance/hold period referenced in Section 11.4). Payout cadence default: monthly, disbursed once accrued, cleared, undisputed unpaid amounts exceed the minimum payout threshold in A.5.
A.5 Minimum Payout Threshold. Default: USD 100 (the minimum payout threshold referenced in Section 11.4; configurable by Devdazzle under Article 21). Balances below the threshold roll over to subsequent periods, subject to the dormant-balance handling in Section 11.9.
A.6 Transfer, Bank, and Currency-Conversion Fees. Default: pass-through bank, wire, and transfer fees, and currency-conversion at rates Devdazzle reasonably determines (Section 11.8), are borne by the Seller and deducted as Other Charges, unless Devdazzle states otherwise.
A.7 Default Reserve. General Reserve (Section 11.5): Devdazzle may hold a rolling Reserve of up to ten percent (10%) of payouts for a rolling period of up to ninety (90) days for Sellers with elevated refund, Chargeback, fraud, or dispute rates, or where required by the Payment Facilitator or law. Triggered IP-Claim Reserve (Section 11.6): up to one hundred percent (100%) of payouts attributable to the affected Seller Content and/or Devdazzle's reasonably estimated indemnified exposure, held until the claim is finally resolved.
A.8 Final Reconciliation Window. Final undisputed payout released within sixty (60) days after the later of termination and expiry of applicable Reserve/dispute/tax periods, per Section 11.9.
A.9 Refunds and Chargebacks. Economic cost borne by the Seller and recovered by clawback, set-off, and Reserve, per Article 13. Associated processing/Chargeback fees are Other Charges.
ACKNOWLEDGMENT
BY CREATING A SELLER ACCOUNT, CLICKING TO ACCEPT, OR UPLOADING OR OFFERING ANY SELLER CONTENT FOR SALE THROUGH THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY IT, INCLUDING THE REPRESENTATIONS AND WARRANTIES (ARTICLE 7), THE INDEMNIFICATION OBLIGATIONS (ARTICLES 8 AND 18, WHICH EXTEND TO CLAIMS THAT Devdazzle IS A DIRECT OR PRIMARY INFRINGER BY REASON OF RESELLING, HOSTING, DISPLAYING, PROMOTING, SUBLICENSING, OR SELLING THE SELLER CONTENT AS RESELLER AND SELLER OF RECORD), THE DISCLAIMERS (ARTICLE 16), THE LIMITATION OF LIABILITY (ARTICLE 17), THE MANDATORY REPEAT-INFRINGER POLICY (ARTICLE 9), THE ANTI-CIRCUMVENTION OBLIGATIONS (ARTICLE 25), AND - IF ADOPTED FOR THE APPLICABLE JURISDICTION - THE ARBITRATION AND CLASS-ACTION / JURY-TRIAL WAIVER (SECTION 22.4).
Devdazzle LLC Levent Mah. Cevdetpaşa Cd. No:1/1, Beşiktaş/İstanbul Notice Email: [email protected] Designated Copyright / IP Agent: Devdazzle LLC - Legal & IP Team
End of Agreement.