Seller Agreement

Effective date: September 16, 2026

Platform: NexoRush, operated by GlobalBay

1. Introduction

This Seller Agreement (the “Agreement”) is entered into between GlobalBay, operating NexoRush (“GlobalBay”, “NexoRush”, “we”, “us” or “our”) and the person or legal entity that creates or uses a Seller account (“Seller”, “you” or “your”).

This Agreement governs your use of NexoRush to offer digital products, licences, freelance services, custom services or related deliverables (together, “Seller Supplies”). It supplements the NexoRush Terms and Conditions, Privacy Policy, Refund Policy, Copyright Policy, Licensing Terms and, where applicable, the Self-Billing Policy. If a specific provision of this Agreement conflicts with a general provision of the Terms and Conditions in relation to Seller activity, this Agreement controls to the extent of that conflict.

By affirmatively accepting this Agreement or continuing with Seller onboarding after being shown the current version, you confirm that you have read and agree to it. If you act for a company or other organisation, you confirm that you have authority to bind it.

2. Marketplace and Merchant of Record model

For transactions completed through NexoRush, the intended commercial structure is:

Seller → GlobalBay / NexoRush → Buyer.

The Seller supplies the relevant digital content, licence, freelance service, custom service or deliverable to GlobalBay. GlobalBay sells the corresponding product or service to the Buyer as Merchant of Record, receives the Buyer’s payment through its payment account, manages Buyer-facing checkout and documentation, and administers Buyer refunds and disputes.

The Seller is not the Merchant of Record for the Buyer-facing NexoRush transaction. Stripe Connect, Payoneer and any future payout provider are payout methods only. A payout provider does not change the identity of the supplier, the customer or the applicable tax treatment.

Nothing in this Agreement makes the Seller an employee, worker, partner, commercial agent or legal representative of GlobalBay. The Seller acts as an independent supplier and has no authority to bind GlobalBay.

3. Eligibility and Seller account

To become and remain a Seller, you must:

• be at least 18 years old and legally capable of entering into this Agreement;

• provide complete, accurate and current identity, business, contact, tax and payout information;

• hold every right, licence, permission and professional authorisation needed for your Seller Supplies;

• comply with applicable laws, sanctions, export controls and platform policies; and

• keep your credentials secure and promptly report suspected unauthorised access.

You may not create misleading, duplicate or impersonating accounts, transfer an account without approval, or use another person’s identity or payout details. We may require identity, business, beneficial-owner, bank-account, tax or source-of-funds evidence before enabling listings or releasing funds.

4. Seller onboarding and verification

You must provide the information requested during onboarding, which may include:

• legal name, optional business name, legal address, city, postal code and country;

• Seller type, such as individual, self-employed person or company;

• tax country, tax registration status, VAT ID, tax ID and any relevant exemption information;

• identity, company-registration and payout-account evidence; and

• your selected or eligible payout method.

Legal form and tax status are separate. NexoRush does not assume that an individual is outside VAT, that a company is VAT registered, or that a payout provider determines tax treatment. If the available information is incomplete, inconsistent or cannot be verified with sufficient confidence, the Seller or transaction may be marked for manual review. Listings and accrued balances are not deleted merely because updated information is required, but new activity, final tax documents or payout may be restricted until review is complete.

Where applicable, information required to establish trader traceability and legal compliance may be displayed to Buyers. Tax IDs, identity documents, payout details and other non-public verification data are not displayed publicly unless disclosure is legally required.

5. Seller profile and public information

You are responsible for the accuracy of your public profile, including your name or business name, biography, country, languages, skills, experience and portfolio. You must not publish personal data that you are not entitled to disclose.

Public profiles and listings may be indexed by search engines and may be shown in NexoRush discovery, recommendation or matching features. NexoRush does not guarantee any particular position, visibility, number of impressions, enquiries or sales.

6. Digital product listings

A digital product listing must accurately describe the content, format, compatibility, dependencies, licence, support, update commitments and material limitations of the product. The supplied files must be complete, safe and consistent with the listing.

By publishing a digital product, you confirm that:

• you own or control all rights needed to supply it to GlobalBay and allow GlobalBay to market, reproduce, host, deliver, license or otherwise make it available to Buyers under the displayed licence;

• it does not infringe intellectual-property, privacy, publicity, confidentiality or other third-party rights;

• it does not contain malware, hidden miners, credential theft, unauthorised tracking, destructive code or undisclosed access mechanisms;

• all third-party components and open-source dependencies are identified and used in accordance with their licences; and

• the listing is not false, deceptive or materially incomplete.

7. Freelance and custom services

A freelance or custom-service listing or offer must clearly state the scope, deliverables, price, delivery time, included revisions, dependencies, exclusions and Buyer requirements. You must possess the skills and capacity reasonably necessary to perform the work.

When a Buyer purchases a service, the accepted listing, package, custom offer, Buyer requirements and authorised project changes form the project brief. You must perform professionally, communicate through the project workspace, protect confidential information and deliver through the designated delivery flow.

You may request clarification or propose a documented scope change. You must not demand payment outside NexoRush for work arising from a NexoRush introduction or use external payment to avoid platform fees, safeguards or records.

8. Seller Supplies to GlobalBay

For each completed transaction, the Seller supplies the underlying product, licence, service or deliverable to GlobalBay so that GlobalBay can fulfil the corresponding Buyer-facing transaction as Merchant of Record. The description on any settlement or self-billing document must reflect the actual supply and transaction type.

For digital products, the supply may be described as digital content or a licence supplied to GlobalBay. For freelance transactions, it may be described as the specified professional service supplied to GlobalBay for the relevant order. A freelance service must not be falsely documented as a digital product.

9. Intellectual property and licence to GlobalBay

You retain ownership of intellectual property that you own before supplying it, subject to the rights granted under this Agreement and the transaction-specific licence.

You grant GlobalBay a worldwide, non-exclusive licence, for the duration necessary to operate NexoRush and fulfil transactions, to host, cache, reproduce, format, display, market, demonstrate, distribute and deliver your listings and Seller Supplies, and to grant Buyers the licence or usage rights stated at checkout. If you explicitly select an exclusive distribution option, the additional exclusivity terms displayed when you select it also apply.

You grant GlobalBay a limited right to use your public Seller name, logo, screenshots and listing assets to promote the relevant listing and NexoRush. You may revoke future promotional use by removing the listing, but revocation does not affect completed Buyer licences, legal records, fraud evidence, backups retained for a limited period or rights already required to service completed transactions.

10. Pricing, Buyer fees and Seller remuneration

You select or accept the Seller-side price or remuneration shown in the listing, package or custom offer, subject to applicable minimums and platform controls. Before publication or acceptance, NexoRush will display the applicable commercial terms, including any platform share, Seller fee or other authorised deduction.

For freelance services, the agreed service amount is normally the Seller’s net remuneration before Seller-side tax, subject to approved refunds, chargebacks, project adjustments and any separately disclosed Seller deduction. A Buyer protection or platform fee, including any configured percentage and fixed component, is charged to the Buyer separately and is not automatically deducted from the Seller’s agreed remuneration.

For digital products, Seller remuneration is calculated from the net product price using the platform share or commission disclosed for the applicable listing and transaction. Any rate shown in the dashboard or accepted listing configuration forms part of the transaction record. This Agreement does not itself permanently fix a commercial percentage.

Seller remuneration, Seller-side tax, total payable to the Seller, Buyer tax, Buyer fees, platform revenue and payment-processor fees are separate accounting values. Buyer-side tax must never be copied to a Seller self-billing document.

11. Buyer checkout and Buyer-side tax

GlobalBay controls the Buyer-facing checkout and may use Stripe Tax or another compliant provider to calculate tax on the supply from GlobalBay to the Buyer. Buyer-side tax treatment is separate from the Seller’s supply to GlobalBay.

You acknowledge that the amount paid by a Buyer may include Buyer tax and Buyer-facing fees that are not Seller earnings. Payment-processor fees incurred by GlobalBay do not become Seller tax and do not determine your tax status.

12. Seller-side tax information and treatment

You remain responsible for the accuracy of your tax information, your tax registrations, returns and liabilities arising from your supply to GlobalBay. NexoRush may classify a transaction under a supported treatment only where verified facts are sufficient.

Supported operational classifications may include Dutch standard VAT, a confirmed exemption, EU or non-EU reverse-charge treatment, another confirmed no-VAT treatment, or manual review. These labels are accounting controls and do not constitute personal tax advice.

NexoRush will not infer tax treatment solely from your country, Seller type or payout provider. If a treatment cannot be established safely, the transaction may be marked Manual Review; a final self-billing tax invoice may be blocked until the evidence and legal basis are reviewed.

13. Self-billing

If you affirmatively accept the separate Self-Billing Agreement, you authorise GlobalBay to prepare invoices in your name for eligible supplies made by you to GlobalBay. Consent is not pre-checked and is recorded with a timestamp and version.

A self-billing invoice must identify the Seller as supplier and GlobalBay as customer, use sequential numbering, describe the actual supply, and show the Seller’s net remuneration, applicable Seller-side tax and total payable separately. Where required, it will include the wording “Factuur uitgereikt door afnemer” or an appropriate equivalent.

You must review self-billing documents and promptly use the provided report-an-issue mechanism if information is incorrect. GlobalBay will not silently rewrite an issued invoice. Where correction is required, the original record will be preserved and an appropriate correction, credit or replacement document may be issued.

If self-billing is not agreed, is not legally available, or tax treatment remains uncertain, GlobalBay may require a valid Seller invoice or issue a provisional settlement or earnings statement that is clearly not a final VAT invoice. Further details appear in the Self-Billing Policy.

14. Earnings, payout and reconciliation

Seller earnings become eligible for payout only after the applicable transaction, delivery, acceptance, refund, dispute, fraud and compliance checks have been completed. The dashboard balance is an operational record and may be adjusted during reconciliation.

Payout is manually initiated or approved through the available administrative flow. Depending on eligibility and configuration, payout may be made through Stripe Connect, Payoneer or another supported provider. Payout routing is independent of Seller tax treatment.

The amount to transfer is the Seller’s total payable after authorised deductions and adjustments. Where a valid Seller-side tax amount must be added to net remuneration, that tax is not part of GlobalBay’s commercial margin. Provider fees, currency conversion and bank charges are handled as disclosed by the relevant provider or transaction record.

We may delay payout where onboarding is incomplete, self-billing or invoice requirements are unsatisfied, tax treatment requires review, a dispute or chargeback is open, fraud is suspected, funds have not cleared, sanctions or legal checks are pending, or the payout destination cannot be verified. Where legally permitted, we will provide the reason or required action.

15. Refunds, disputes and chargebacks

GlobalBay administers Buyer refunds, cancellation requests, disputes and chargebacks under the Refund Policy, the applicable project flow and mandatory law. You must cooperate, respond within stated deadlines and provide relevant evidence.

An approved full or partial refund, chargeback or correction may reduce available or future Seller earnings. If funds have already been paid, the adjustment may be recovered from future balances or by another lawful recovery method. Corresponding accounting documents will be preserved and corrected through a credit note, correction or replacement where required.

For freelance projects, a partial refund does not by itself mean that the project was completed or accepted. The remaining project status, deliverables and payout must be handled according to the documented resolution. For digital products, statutory conformity remedies and valid legal exceptions remain available notwithstanding restrictions on change-of-mind refunds after immediate digital supply or download.

16. Quality, support and records

You must provide any support, updates, revisions or corrections promised in your listing or offer. You must retain sufficient records to demonstrate delivery, licence rights, communications, source materials and compliance for the period reasonably required for disputes and legal obligations.

Project messages, requirements, offers, delivery files and dispute evidence should remain on NexoRush where the platform provides those functions. Moving essential evidence off-platform may prevent NexoRush from verifying your claim.

17. Confidentiality and data protection

You may use Buyer information only to perform the relevant transaction, provide agreed support, meet a legal obligation or pursue a legitimate claim. You must not use Buyer information for unrelated marketing, sell it, enrich external databases with it or disclose it without a lawful basis.

You must apply appropriate security to personal data, credentials, confidential materials and delivery files; collect only what is necessary; and promptly notify NexoRush of a suspected incident affecting a NexoRush transaction. Do not request passwords, payment-card details, health data or other sensitive information unless strictly necessary, lawful and expressly supported by the platform flow.

18. Prohibited conduct and content

You must not:

• offer illegal, unsafe, deceptive, infringing or materially misdescribed content or services;

• upload malware, spyware, credential stealers, hidden remote access, destructive code or unauthorised tracking;

• manipulate rankings, traffic, follows, sales, disputes or platform metrics;

• submit fake identities, tax data, reviews, transactions or evidence;

• circumvent checkout, payout, licensing, fees, records or safety controls;

• harass, discriminate against, threaten or exploit Buyers or other users;

• sell credentials, stolen data, unlawful surveillance tools or content that facilitates fraud; or

• interfere with the security, availability or integrity of NexoRush.

19. Moderation, ranking and visibility

NexoRush may review, reject, restrict, de-index or remove a listing that violates law, this Agreement or platform policy, presents a security or fraud risk, is materially incomplete, or cannot be verified.

Discovery and ranking may consider relevance to the search or request, listing completeness and quality, category and skill match, availability, recent activity, transaction performance, delivery and dispute history, Buyer signals, safety and integrity signals, and reasonable rotation or diversity measures. Paid placement, if introduced, will be identified as such. Exact weights and anti-abuse signals may remain confidential where disclosure would enable manipulation or harm platform security.

NexoRush may test layouts and recommendation methods and may distribute listings through search engines, social channels, affiliates or other NexoRush-controlled discovery channels. There is no guarantee of visibility or sales.

20. Restriction, suspension and termination

We may restrict a listing, feature, payout or account where reasonably necessary because of a policy breach, legal request, safety issue, fraud risk, sanctions concern, repeated non-performance, invalid verification data, intellectual-property complaint, chargeback risk or threat to users or the platform.

Where applicable, we will provide a statement of reasons and the notice required by law. Urgent action may be taken without advance notice where necessary to comply with law, prevent fraud, malware, data loss or imminent harm, or where advance notice would defeat the protective measure.

You may challenge a moderation or account decision by contacting support@nexorush.comwith the relevant account, listing or order reference and supporting evidence. We will review the complaint within a reasonable period. A fixed outcome or reinstatement is not guaranteed.

21. Intellectual-property complaints

If we receive a sufficiently substantiated infringement notice, we may restrict the affected content while reviewing it. You must promptly provide proof of ownership, licence or other authority. Repeated or serious infringement may result in termination.

You may submit a counter-explanation where you believe a restriction is incorrect. NexoRush may preserve relevant records and cooperate with rights holders, courts and authorities where legally required.

22. Warranties and indemnity

You warrant that your information is accurate, your Seller Supplies comply with this Agreement, and you have all rights and permissions required for GlobalBay to sell and fulfil the corresponding Buyer transaction.

To the extent permitted by law, you will indemnify GlobalBay against third-party claims, losses, penalties and reasonable costs arising from your unlawful Seller Supply, infringement, breach of confidentiality or data-protection duties, fraud, wilful misconduct, or material breach of this Agreement. This does not apply to the extent the loss was caused by GlobalBay’s own breach or negligence.

23. Platform availability and liability

NexoRush is provided subject to maintenance, security controls and technical availability. We do not guarantee uninterrupted access, specific sales, ranking, income or commercial results.

Nothing in this Agreement excludes liability that cannot lawfully be excluded, including liability for fraud, wilful misconduct or death or personal injury caused by negligence where applicable. Subject to mandatory law, neither party is liable to the other for indirect or consequential loss that was not reasonably foreseeable. Any additional limitation in the Terms and Conditions applies only to the extent lawful and appropriate to the claim.

24. Changes to this Agreement

We may update this Agreement for legal, regulatory, security, operational or commercial reasons. Where Regulation (EU) 2019/1150 or similar mandatory rules apply, proposed material changes will be provided to affected business users on a durable medium with a reasonable and proportionate notice period of at least 15 days. A longer period will be provided where reasonably necessary for technical or commercial adaptation.

The notice period may not apply to editorial changes that do not alter meaning, to changes required immediately by law or regulation, or to urgent changes necessary to address unforeseen and imminent fraud, malware, data or cybersecurity risks, to the extent permitted by law. A Seller may expressly and unambiguously waive a remaining notice period where the law permits; silence or a pre-checked box is not an express waiver.

New Sellers may accept the current version during onboarding. Existing Sellers may be required to affirmatively accept a new version before new listings, new transactions, self-billing or payout activity. Changes do not silently rewrite completed transactions or previously issued financial documents.

25. Duration and effect of termination

This Agreement begins when you accept it or activate Seller functions and continues until terminated. You may stop offering new Seller Supplies and request closure, subject to open orders, refunds, disputes, payouts, tax records and legal retention duties.

Termination does not cancel completed Buyer licences, accrued payment and refund obligations, confidentiality duties, intellectual-property claims, tax or accounting records, or provisions that by their nature must survive.

26. Governing law and disputes

This Agreement is governed by the laws of the Netherlands, without prejudice to mandatory rules that apply regardless of the chosen law. The competent courts of the Netherlands have jurisdiction unless mandatory law requires another forum.

Before commencing formal proceedings, the parties should attempt in good faith to resolve the issue through support@nexorush.com. This does not prevent either party from seeking urgent protective relief or using a mandatory complaint or dispute mechanism.

27. Contact and legal identity

GlobalBay, operating NexoRush
De Nieuwe Erven 3 Unit 13664
5431 NV Cuijk
Netherlands
VAT ID: NL005307408B81
Email: support@nexorush.com

28. Final provisions

If a provision is invalid or unenforceable, the remaining provisions continue to apply, and the invalid provision will be interpreted or replaced only to the minimum extent necessary to make it lawful. Failure to enforce a provision once is not a waiver. You may not assign this Agreement without our written consent; GlobalBay may assign it as part of a lawful reorganisation, transfer of the NexoRush business or similar transaction, subject to applicable notice duties.

The current version displayed and accepted through NexoRush, together with the incorporated policies and transaction-specific records, forms the agreement governing Seller activity.