Seller Agreement

1. Introduction

This Seller Agreement ("Agreement") governs the relationship between NexoRush ("Platform", "we", "us"), operated by GlobalBay, and any individual or entity registering as a seller ("Seller", "you").

By creating a seller account or listing products on the platform, you agree to be legally bound by this Agreement, our Terms and Conditions, Privacy Policy, and Copyright Policy.

2. Platform Role (Merchant of Record)

NexoRush acts as the Merchant of Record (MoR) for all transactions conducted on the platform. NexoRush sells digital products directly to customers, processes payments, issues invoices, and manages refunds and disputes.

Sellers do not sell directly to customers. Instead, sellers grant NexoRush the right to distribute and sell their products on their behalf.

3. Seller Eligibility

To register as a seller on NexoRush, you must:

• Be at least 18 years old
• Have full legal rights to distribute your content
• Provide accurate and up-to-date account information
• Provide valid payout and tax information
• Not be subject to any legal restriction that prevents you from entering into this Agreement

4. Product Responsibility

Sellers are solely responsible for the content, legality, quality, and functionality of their products. By listing a product, sellers confirm that:

• The product is accurate, functional, and as described
• They hold all necessary rights and licenses to distribute it
• The product does not infringe any intellectual property rights
• The product does not contain malware, viruses, or harmful code
• The product does not contain fraudulent, misleading, or deceptive content
• The product complies with all applicable laws and regulations

5. Prohibited Content

The following types of content are not permitted on NexoRush:

• Illegal, fraudulent, or deceptive content
• Content that infringes copyright, trademark, or other intellectual property rights
• Malware, viruses, spyware, or any harmful software
• Content related to gambling platforms or betting systems
• Cryptocurrency scams or high-risk financial schemes
• Content that violates applicable laws or regulations
• Adult content unless explicitly approved by NexoRush

NexoRush reserves the right to remove any non-compliant content and suspend or terminate accounts without prior notice.

6. License Grant

By listing a product, sellers grant NexoRush a worldwide, royalty-free license to market, distribute, and sell their products through the platform. This license may be exclusive or non-exclusive depending on the product settings chosen by the seller.

Sellers retain full ownership of their products and all associated intellectual property rights. NexoRush does not claim ownership of seller content.

7. Commission and Revenue Share

NexoRush collects payments from customers and retains a commission for each transaction:

• Exclusive products: 15% commission
• Non-exclusive products: 20% commission

The remaining revenue is paid to sellers after deducting applicable fees, refunds, and chargebacks.

NexoRush reserves the right to modify commission rates. Sellers will be notified at least 14 days in advance of any changes via email or platform notification.

8. Payouts

Seller payouts are calculated based on net revenue after deduction of commission fees, taxes, refunds, and chargebacks. Payouts are processed on a monthly basis, provided the seller's available balance meets the minimum payout threshold.

Payouts are processed via third-party providers such as Stripe and Payoneer, and may be subject to minimum thresholds, delays, or verification requirements imposed by those providers.

Funds from each transaction are subject to a 14-day holding period from the date of sale before becoming eligible for payout. This holding period accounts for potential refunds, disputes, and chargebacks. Only cleared funds will be included in seller payouts.

NexoRush reserves the right to delay, adjust, or withhold payouts in cases of disputes, suspected fraud, policy violations, or compliance requirements. Sellers will be notified in such cases where legally permissible.

Sellers are responsible for providing accurate payout details. NexoRush is not liable for failed payouts resulting from incorrect information provided by the seller.

9. Taxes

As the Merchant of Record, NexoRush is responsible for collecting and remitting applicable taxes, including VAT, on sales made through the platform, based on the customer's location and applicable law.

Sellers are not responsible for VAT collection on sales processed through NexoRush. However, sellers remain solely responsible for their own income tax, corporate tax, and any other tax obligations in their country of residence or incorporation.

Sellers must provide accurate tax information (such as VAT number or tax ID) where required by applicable law. NexoRush may request tax documentation for compliance purposes.

10. Refunds and Chargebacks

NexoRush manages all refunds and disputes as the Merchant of Record, in accordance with our Refund Policy and applicable laws.

Refunds may be issued at NexoRush's sole discretion. Sellers acknowledge that approved refunds and chargebacks will result in corresponding deductions from their earnings.

11. Liability and Indemnification

Sellers are solely responsible for their products and any legal claims arising from them. NexoRush is not liable for the content, quality, or legality of seller products.

Sellers agree to indemnify and hold NexoRush, its officers, employees, and partners harmless from any claims, damages, losses, or expenses (including legal fees) arising from their content, products, or violation of this Agreement.

To the maximum extent permitted by law, NexoRush's liability to sellers is limited to the total fees paid by NexoRush to that seller in the 3 months preceding the claim.

12. Suspension and Termination

NexoRush may suspend or terminate seller accounts at its discretion in cases of:

• Violation of this Agreement or platform policies
• Fraudulent or abusive activity
• Legal or regulatory risks
• Repeated uploads of infringing or prohibited content

Access to the platform may be restricted without prior notice where urgent action is required. In non-urgent cases, NexoRush will endeavor to provide notice before taking action.

In accordance with the EU Digital Services Act (DSA), sellers may submit a complaint regarding account suspension or content removal via our internal complaints mechanism by contacting [email protected] with the subject line "DSA Complaint". We will respond within 14 days.

13. Changes to This Agreement

NexoRush reserves the right to update or modify this Agreement at any time. For material changes, sellers will be notified at least 14 days in advance via email or platform notification before changes take effect.

Continued use of the platform after changes take effect constitutes acceptance of the updated Agreement. If you do not agree with the updated terms, you must discontinue use of the platform and may request account closure.

14. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Netherlands and applicable EU regulations, including the EU Digital Services Act (DSA). Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the competent courts of the Netherlands.

Sellers may also raise disputes through the European Commission's Online Dispute Resolution platform: ec.europa.eu/consumers/odr.

15. Contact

For questions or concerns regarding this Agreement, contact us at:

GlobalBay (operating NexoRush)
De Nieuwe Erven 3 Unit 13664
5431 NV Cuijk
Netherlands
Email: [email protected]