VTuber Marketplace Seller Agreement

Pre-production draft. This document has not been reviewed by a licensed attorney. Recommend licensed attorney review before commercial launch or major scaling. Not legal advice.

Last updated: [LAST UPDATED DATE — set when you publish]

Effective date: [EFFECTIVE DATE — set when you publish]

This Seller Agreement is incorporated into our Terms of Service and applies in addition to it whenever you list or sell a digital VTuber asset on VTuber Marketplace. If you only buy, this document does not apply to you — see the Buyer Purchase Terms instead.

1. Becoming a seller

Before any of your listings can go live, you must complete:

Requirement	Detail
Legal age and capacity	You must be at least 18 (or the higher age of legal majority where you live) and able to enter a binding contract
Stripe Connect Express onboarding	You must connect a Stripe Express account and reach `charges_enabled: true` and `payouts_enabled: true`
Phone verification	You must verify a phone number via SMS one-time code
Terms acceptance	You must accept these Terms, the Terms of Service, and the Community Guidelines

We may decline, suspend, or revoke your ability to sell at our discretion, including if Stripe restricts, rejects, or closes your connected account.

2. Seller representations

By listing an asset, you represent and warrant that, for that listing and every file linked from it:

1. You own it, or you have sufficient rights to sell it. You either created the asset yourself, or you hold a license, assignment, or other legal right sufficient to list, sell, and transfer or license it on the terms you describe.

2. It is not AI-generated. The asset (model, artwork, rig, texture, or accessory) was not generated, in whole or material part, by generative AI tools. See Community Guidelines for the platform's AI-content ban.

3. It is not stolen or unauthorized use of another artist's work. You did not copy, trace, rip, or otherwise take another creator's copyrighted work without their authorization.

4. Your download link is accurate and functional. The `download_url` you provide actually delivers the asset described in your listing, is not gated behind an unrelated paywall, survey, or unrelated signup, and works for a buyer at the time of purchase.

5. Your listing is honest. Your photos, description, OTU/P2U type, Personal/Commercial Streaming/Full Exclusive scope, contents/source/PSD/exclusivity/modification flags, price, customization packages, and monthly plans accurately describe what a buyer will receive. Full Exclusive Commercial Rights requires every documented invariant.

A false representation under this section is a material breach of these Terms and may result in listing removal, a strike, order refund liability, and/or account termination, in addition to any indemnification obligation under Terms of Service §18.

3. Your license text — you author it, we don't

VTuber Marketplace does not provide a mandatory or recommended license template. You are solely responsible for:

Writing the OTU or P2U license text that appears on your listing

Making sure that text accurately reflects what rights you are actually granting

Enforcing your license against a buyer who exceeds it (for example, reselling a P2U-licensed asset as if it were OTU)

We display whatever license text you write. We do not review it for legal sufficiency, do not warrant it is enforceable, and take no position in a dispute between you and a buyer over how your license should be interpreted or enforced. The exact license text shown at checkout is captured verbatim into the order's `license_snapshot` — this is the buyer's permanent record of what they agreed to, and also yours.

4. Pricing, payments, and payouts

There is no platform-mandated price cap. You set your own price, which must be greater than $0.

Pre-made asset sales are generally Stripe Connect destination charges. Customization and paid subscriber extras may be separate platform charges whose seller transfer remains pending until acceptance or eligible timed auto-accept.

The platform commission — 10% of the sale for free-tier sellers, or 8% for active Pro Seller subscribers — is deducted automatically as a Stripe application fee before funds reach your connected account. Both rates are admin-configurable and shown to you before you publish.

The buyer funds applicable tax and any optional Adaptive Pricing adjustment. For seller-earned payments, you fund Stripe's actual transaction-specific processing/international-card cost from your proceeds after settlement, in addition to the platform commission. Recovery is capped at the available seller net; any unrecovered amount is recorded as platform variance rather than charged to the buyer.

Stripe processing fees may not be returned on refunds. Refund, chargeback, transfer reversal, reserve, and negative-balance allocation follows the accepted transaction terms, Stripe rules, and applicable law.

Payout timing and schedule are handled by Stripe Connect according to your account's payout settings, not by VTuber Marketplace directly.

Tax responsibilities depend on the tax and transaction. Stripe Tax can calculate and collect checkout transaction taxes where the legally liable entity is registered and configured, but it does not decide legal liability or automatically create registrations. You remain responsible for your income taxes, seller information, filings, and any tax obligations the law assigns to you. The platform is responsible only for transaction-tax duties the law assigns to it as a marketplace facilitator and that it has configured with Stripe. Stripe may issue applicable tax reporting forms. Both parties should use qualified tax advisers for their jurisdictions.

Catalog prices use USD. Eligible buyers may see and pay a Stripe-converted local-currency amount at hosted checkout. Your connected-account settlement and payout currencies depend on your country and Stripe configuration.

You may not ask a buyer to pay outside VTuber Marketplace, accept an outside payment intended to avoid platform checkout or fees, or redirect paid work to another processor. Confirmed circumvention can result in a permanent account ban.

5. Link health and the strike system

You are solely responsible for your download link's uptime and content for as long as your listing is live and for any post-sale support window you offer.

How enforcement works:

1. Automated health checks. Our systems periodically check that your `download_url` resolves and responds successfully.

2. Buyer reports. A buyer may report a broken, missing, or corrupted download.

3. Grace period. When a link fails an automated check or is reported, you get a reasonable grace period to fix it before a strike is issued.

4. Strike. If the link still fails after the grace period — whether caught by an automated check or confirmed via a buyer report — you receive a strike and the affected listing may be auto-paused.

5. Account ban threshold. Three (3) non-expired strikes within a rolling 12-month window result in an automatic account ban. Strikes expire from the rolling window over time as described in-app.

This strike system is the mechanism by which we enforce your link-hosting responsibility under Terms of Service §7 — we do not, and cannot, fix or host your files for you.

6. AI-generated content — zero-tolerance enforcement

Unlike most content violations, which follow a warn-first enforcement ladder (see Community Guidelines), AI-generated content is a zero-tolerance violation. Once moderation confirms that a listing contains AI-generated content, the consequence is an immediate account ban — there is no warning, no restriction stage, and no opportunity to simply remove the listing and continue selling. This applies even to first-time, otherwise-compliant sellers.

6A. Listing subscriptions, customization, and work quotes

You may offer up to three monthly plans on a listing. Each plan must accurately state price, benefits, allowance/fair-use limit, revisions, cadence, response target, capacity, rollover, and cancellation terms. Each paid period is independent. Price increases or benefit reductions for existing subscribers require advance notice and affirmative consent; otherwise the subscription ends before the changed renewal.

Customization is allowed only for your purchased pre-made listing, never as a standalone service listing. Every fixed package or quote must state scope, exclusions, requirements, revisions, guaranteed date, weekly-update duty, delivery, license impact, and cancellation/refund terms. You must provide a substantive update at least every seven calendar days while custom work remains open. Placeholder/repeated non-substantive updates do not count.

After final delivery the buyer can accept, request an in-scope revision, extend review, or open a resolution. You authorize the delayed seller transfer to remain pending until acceptance/eligible auto-accept and authorize an eligible pre-release refund for abandonment, unapproved missed guaranteed date, placeholder delivery, material nonconformance, fraud, or voluntary cancellation. Confirmed ghosting/deception may pause your new service intake and create a strike after human review.

Pro Seller subscribers may create seller-scoped promo codes and timed sale periods on their own listings only. Misuse (misleading discounts, bait pricing) may result in suspension of Pro Seller benefits or account action.

7. Reviews and disputes with buyers

Buyers may only leave a review after a completed (`fulfilled`) order for your listing. You may not incentivize, solicit, or manipulate reviews. See Community Guidelines for the full review-integrity policy.

VTuber Marketplace does not mediate or arbitrate disputes over license interpretation, asset quality, or compatibility between you and a buyer. We may still act on reports that a listing violates these Terms or the Community Guidelines independent of any buyer/seller dispute.

8. Suspension and termination

We may suspend or terminate your ability to sell, pause any or all of your listings, or terminate your account for:

A false representation under §2

Reaching the strike threshold in §5

A confirmed AI-generated-content violation under §6

Any other violation of these Terms, the Terms of Service, or the Community Guidelines

Stripe restricting, rejecting, or closing your connected account

Termination does not entitle you to a refund of platform fees already collected on completed sales, and open orders are handled per the Buyer Purchase Terms.

9. No employment or partnership

Selling on VTuber Marketplace does not create an employment, agency, partnership, or joint-venture relationship between you and VTuber Marketplace. You are an independent seller responsible for your own business, tax, and legal compliance.

10. Contact

Seller support: support@vtubermarketplace.com

Paid discovery and external member banners

Promoted listing placement and external member banners are separate products. Promoted placement may link only to the applicable marketplace listing and does not affect organic ranking. External member banners are available only to the membership tier shown at submission and may link to a truthful, lawful, reviewed HTTPS landing page for the seller's creator brand, stream, event, shop, or similar destination; they are not a substitute for Promoted listing placement.

For an external banner, Checkout first saves a payment method without charging the campaign price. Staff may approve or reject the creative and destination. If approved, the disclosed campaign amount, processing line, and applicable tax are charged immediately before publication. A failed charge does not publish the banner. Rejection before approval takes no campaign payment. The seller authorizes off-session charging for the reviewed campaign and is responsible for keeping the landing page safe, accurate, non-AI-generated, and consistent with the reviewed destination throughout the run.

The platform may pause, reject, or remove an ad for safety, policy, legal, payment, or destination-health reasons. Refund eligibility follows the displayed campaign terms and applicable law; managers cannot issue real-funds refunds, and admin refunds are audited. Approval is not an endorsement, guarantee of traffic, clicks, sales, or destination quality. The seller remains responsible for the advertised business and external page.