TemplateMonster Services Author Agreement

1. Parties and Assent

1.1 Parties to the Agreement

This Author Agreement (“Agreement”) is a legally binding contract entered into by and between:
TemplateMonster.com owned by Theme Technologies LLC. Operated by Jetimpex Inc., a Company registered under the laws of Florida having its principal place of business located at Ft. Lauderdale, Florida, United States (“Company”), doing business as Marketplace Templatemonster.com and MonsterONE.com (hereinafter referred to as the “Marketplace”), and
the individual or entity applying to establish an Author Account on the Marketplace (hereinafter referred to as the “Author”).

1.2 Assent to Terms

By clicking to accept this Agreement, registering an Author Account, or submitting any Item (as defined below) to the Marketplace, the Author represents and warrants that they have read, understand, and agree to be bound by all the terms and conditions contained herein.

1.3 Condition of Participation

IF THE AUTHOR DOES NOT AGREE to the terms of this Agreement, the Author must not register an Author Account or submit any Items to the Marketplace. Any and all access to the Marketplace’s Author features is expressly conditioned upon the Author’s acceptance of and continued compliance with this Agreement.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

2.1 The Parties and Platform

• “Marketplace” means, collectively, Templatemonster.com or/and MonsterONE.com, including its websites and domains, all underlying technology and infrastructure, and the personnel responsible for content review and enforcement, including the Review Team.
• “Author” means any natural person, eighteen (18) years of age or older, or any legal entity that has agreed to the terms of this Agreement and registered an account for the purpose of submitting, marketing, and selling Items on the Marketplace.
• “Customer” or “Buyer” means any individual or entity who purchases, licenses, or otherwise acquires an Item from the Marketplace.

2.2 Financial Terms

• “Commission Rate” means the percentage of the Item’s selling price that the Author shall receive as their revenue share from each successful sale of an Item.
• “Product Price” means the price of the Item set by the Author (per Section 4.4), which is the base figure used to calculate the Author’s Earnings.
• “Buyer’s Fee” means the amount added to the Product Price and charged to the Customer, which is retained entirely by the Marketplace as compensation for providing the platform and services.
• “Earnings” means the total revenue generated from the sales of an Author’s Item(s) on the Marketplace, less any returns, or refunds, prior to any deductions for withdrawals.
• “Available Balance” means the portion of the Author’s aggregated Earnings, net of all prior Withdrawals, that is accessible and cleared for immediate Withdrawal by the Author, subject to any minimum threshold requirements specified by the Marketplace.
• “Pending Balance” or “Pending Earnings” means the portion of the Author’s total Earnings that has been successfully recorded following a sale but has not yet been cleared by the Validation Period (NET 25) and is therefore not yet available for Withdrawal.
• “Withdrawal” means a payment of the Author’s Available Balance issued by the Marketplace to the Author’s designated financial account.
• “Payment System” means any third-party financial institution, payment processor, or service utilized by the Marketplace to facilitate the processing of sales revenue and the issuance of Withdrawals to the Author.

2.3 Goods and Legal Terms

• “Item,” “Product,” or “Digital Good” means any proprietary digital content, product, work, or service, including all associated files, documentation, and materials, submitted by the Author to the Marketplace for sale or licensing to Customers.
• “Intellectual Property and Licensing” refers to the specific terms and conditions under which the Item is legally provided and licensed to the Customer, which are dictated by a separate standard End-User License Agreement (EULA) established by the Marketplace.
• “Confidentiality” shall be defined as any non-public, proprietary information shared between the Marketplace and the Author, including but not limited to, sales data, commission structures, non-released business strategies, and technical specifications of the platform.

3. Author Onboarding, Verification, and Compliance

3.1 Author Registration and Acceptance

To become an Author, the prospective Author must:

• Complete the required registration process on the Marketplace.
• Acknowledge and agree to all terms of this Agreement, the Marketplace’s Privacy Policy, and any other applicable policies.
• Satisfy all eligibility requirements, including but not limited to, the minimum age requirement stipulated in Section 1.1.

3.2 Identity Verification Requirement

The Author understands and agrees that their registration is contingent upon the mandatory and satisfactory completion of identity and/or entity verification.

• For Individual Authors: The Author must submit a clear, valid, government-issued photo identification and any other personal documentation deemed necessary by the Marketplace to verify the Author’s individual identity and legal capacity to enter this Agreement.
• For Legal Entity Authors: If the Author is a company, corporation, partnership, or other legal entity, the Marketplace mandatorily requires the submission of official legal documentation, which may include, but is not limited to, articles of incorporation, business licenses, tax identification numbers, and documentation verifying the legal authority of the individual submitting the Item(s) to act on behalf of the entity.

3.3 Financial and Tax Compliance

To enable the processing of Earnings and to satisfy the Marketplace’s legal and tax reporting obligations, the Author shall comply with the following:

• Payment Method: Prior to or immediately upon the Marketplace’s first sale of the Author’s Item(s), the Author is required to select and add a valid, supported Payment System account to their Author profile.
• Tax Documentation: The Author must accurately complete and submit the required tax documentation, including but not limited to, the appropriate W-9 or W-8 form (or equivalent documentation as required by the Author’s jurisdiction), to establish the Marketplace’s tax withholding and reporting obligations, if any.

3.4 Failure to Comply and Termination

The Author acknowledges that time is of the essence for compliance with the requirements of this Section 3. If the Author fails to complete any part of the onboarding, verification, payment, or tax compliance requirements within a reasonable timeframe (as determined by the Marketplace), the Marketplace shall have the right, in its sole discretion, to:

• Suspend or Terminate the Author Account.
• Cancel and Permanently Delete the Author’s registration, including the removal of any submitted Items.

3.5 Discretionary Rejection and Legal Compliance

Notwithstanding the Author’s full compliance with all requirements in this Section 3, the Marketplace reserves the right, in its sole and absolute discretion, to:

• Reject Registration: Reject the Author’s registration request and deny access to the Marketplace without exposing the reason for such rejection.
• OFAC Compliance: The Author warrants that neither the Author nor the legal entity they represent is named on any U.S. sanctions lists, including lists maintained by the Office of Foreign Assets Control (OFAC). The Marketplace is under mandatory legal obligations to reject or terminate registrations from, or payments to, individuals or entities located in, or ordinarily resident in, destinations prohibited by U.S. sanctions law.

4. Item Submission, Review, and Acceptance

4.1 Submission of Items

The Marketplace shall provide the Author with the necessary tools, interfaces, and documentation to upload and manage Items intended for sale. The Author is solely responsible for uploading, describing, and maintaining the accuracy of all metadata, images, and documentation related to each Item.

4.2 Marketplace Review and Acceptance

All Items submitted by the Author are subject to a mandatory review and acceptance process before being made available for sale to Customers.

• Review Team Authority: The Marketplace maintains a dedicated review team (the “Review Team”) which is solely entitled to evaluate and render a final decision regarding the acceptance, rejection, or required modification of any submitted Item.
• Acceptance Criteria: The Review Team will primarily assess each Item against the publicly available Item Acceptance Criteria (including, but not limited to, technical quality, format, documentation standards, and suitability for the Marketplace).
• Discretionary Factors: The Author expressly acknowledges that the acceptance criteria are not exhaustive. The Marketplace’s final acceptance decision may be influenced by additional factors, including but not limited to: prevailing market demand, category saturation, potential legal risks, and the Marketplace’s overall strategic vision, all of which remain at the sole and absolute discretion of the Marketplace.

4.3 Notice of Decision

The Marketplace will endeavor to communicate the decision regarding the acceptance or rejection of a submitted Item to the Author in a timely manner. The Marketplace is under no obligation to provide detailed reasons for the rejection of an Item.

4.4 Item Pricing and Adjustments

• Pricing Structure: The Author shall set the retail price for each Item. However, the price set by the Author must fall within the predetermined minimum and maximum pricing brackets established by the Marketplace for the specific product category or type of Item. For more information please refer to this article.
• Marketplace Control over Brackets: The Author acknowledges and agrees that the Marketplace maintains the sole and absolute right to establish, modify, increase, or decrease these pricing brackets at any time, with or without prior notice.
• Compliance and Adjustment: Upon any change to the applicable pricing brackets, the Author is obliged to review and adjust the price of their respective Item(s) to ensure continued compliance with the new bracket limits. The Marketplace reserves the right to suspend or remove any Item whose price falls outside the established brackets until the Author corrects the pricing.
• Price Adjustments by Author: Subject to the above pricing bracket constraints, the Author remains entitled to modify the price of their Item(s) at any time through the Author Account interface.

5. Grant of Rights to the Marketplace

5.1 Marketplace License

The Author hereby grants to the Marketplace, and its affiliates, a worldwide, non-exclusive, royalty-bearing, perpetual, irrevocable, transferable, and sublicensable right and license to:

• Host and Store: Reproduce, store, and digitally host the Item(s) and all associated materials (including descriptions, previews, and metadata) on the Marketplace’s servers and infrastructure.
• Market and Promote: Use, reproduce, display, and publicly perform the Item(s), or any part thereof (including samples, demos, and promotional excerpts), in connection with the marketing, promotion, and advertising of the Item(s) and the Marketplace as a whole, in any media now known or hereafter devised.
• Sublicense to Customers: Grant end-user licenses to Customers for the Item(s) pursuant to the terms of the standard End-User License Agreement (EULA), which the Marketplace shall maintain and publish separately.
• Distribution: Distribute, sell, and electronically deliver the Item(s) to Customers who have purchased a license.
• Technical Modification: Make necessary technical modifications, adaptations, or translations to the Item(s) as required for distribution, transmission, or compatibility with various devices, software, or digital formats.

5.2 Non-Exclusivity and Reserved Rights (Revised)

• Non-Exclusivity: The Author acknowledges that all Items submitted to the Marketplace are accepted on a non-exclusive basis only. The Author retains the full right to sell, license, and distribute the Item(s) through any other platform, website, or sales channel.
• Customer Licensing: All available license types and the specific legal terms governing the use of the Item by the Customer are detailed exclusively on the Marketplace License Agreement page. The Author must comply with the terms and requirements of these published licenses.
• Reservation of Marketplace Rights: The Author acknowledges that the Marketplace and its licensors retain all right, title, and interest in and to the Marketplace platform, infrastructure, brand, software, and underlying technology used to distribute the Items.

6. Commission Rate and Earnings

6.1 Basis for Calculation

The Author’s revenue is determined based solely on the Product Price of the Item. The Customer Price includes the Product Price, the Buyer’s Fee, and any other applicable fees on the Marketplace.

6.2 Commission Rate (Author’s Share)

The Marketplace shall remit to the Author a fixed percentage of the Product Price, which is defined in this Agreement as the Commission Rate.

{Author’s Earnings} = {Product Price}x{Commission Rate}

Marketplace Revenue: The Marketplace’s compensation includes the Buyer’s Fee and any remainder of the Product Price not remitted to the Author.

The precise rates corresponding to this tiered structure are set forth here.

6.3 Pending Earnings and Validation Period

• Initial Status: Immediately upon a successful sale, the corresponding Earnings (calculated via the Commission Rate) will be recorded in the Author’s account as Pending Earnings.
• Validation Period (NET 25): These Pending Earnings are subject to a mandatory validation and holding period of twenty-five (25) calendar days (the “Validation Period”), beginning on the date the payment is successfully received by the Marketplace. This period is necessary to account for potential refunds, chargebacks, and payment processing risks.
• Transition to Available Balance: Upon the successful completion of the Validation Period, the Pending Earnings will automatically transition and be added to the Author’s Available Balance, provided the corresponding sale has not been subject to a refund or chargeback.

6.4 Refunds, Chargebacks, and Adjustments

The Author acknowledges and agrees that:

• Deduction for Refunds: If a Customer is granted a refund for an Item for any reason before or after the Validation Period, the Marketplace shall have the right to immediately cancel the corresponding Pending Earnings or retroactively deduct the full amount of the corresponding Earnings from the Author’s Available Balance.
• Chargebacks: If a sale results in a chargeback or reversal of payment, the Marketplace will charge the Author any fees incurred by the Marketplace as a result of such chargeback, and deduct such fees from the Author’s Available Balance.

7. Withdrawal and Payment Terms

7.1 Conditions Precedent to Withdrawal

An Author may only initiate a Withdrawal request for their Available Balance after the completion of the Validation Period (as defined in Section 6.3) and subject to the fulfillment of all mandatory compliance requirements. The Author must ensure that, at the time of the request, their account is:

• Fully Verified: Identity verification (Section 3.2) and payment method verification are satisfactory to the Marketplace.
• Tax Compliant: The required tax documentation (W-9, W-8, or equivalent, per Section 3.3) has been accurately submitted and approved.

Failure to maintain compliance with any of these verification or documentation requirements may result in the suspension of Withdrawal privileges or, at the Marketplace’s sole discretion, account termination.

7.2 Minimum Withdrawal Thresholds

The Marketplace enforces minimum financial thresholds for processing Withdrawals. The minimum threshold is dependent on the Payment System chosen by the Author:

Payment System	Minimum Available Balance Required
PayPal, Payoneer	$50.00 USD
Wire Transfer	$500.00 USD

The Author acknowledges that the Marketplace reserves the right to modify these minimum withdrawal thresholds at any time.

7.3 Withdrawal Processing and Frequency

• Processing Time: All valid Withdrawal requests meeting the minimum threshold will be processed by the Marketplace within five (5) business days following the date of the request.
• Frequency Limit: The Author is permitted to initiate a maximum of two (2) Withdrawal requests per calendar month. Requests exceeding this limit will be automatically rejected and must be resubmitted in the subsequent calendar month.
• Method and Frequency Change: The Marketplace reserves the right, at its sole discretion, to change the available Withdrawal methods, the processing schedule, and the frequency of payouts at any time.

7.4 Right to Suspend or Reject Withdrawal

Notwithstanding any provision in this Section 7, the Marketplace reserves the right, at its sole discretion, to suspend or permanently reject any Withdrawal request if the Author has:

• Pending Unfulfilled Obligations: Any outstanding, unresolved obligations to one or more Customers (e.g., failure to provide mandated support or fixes as required by Section 8).
• Obligations to Marketplace: Any unresolved financial or contractual obligation to the Marketplace (refunds, chargebacks, or pending legal disputes).

The Marketplace shall lift the suspension upon verifiable resolution of all outstanding obligations to the satisfaction of the Marketplace.

7.5 Author’s Financial Responsibility

The Author acknowledges and agrees that the Marketplace holds no responsibility for the following financial matters, which remain the sole liability of the Author:

• Taxes: The Author is solely responsible for the calculation and payment of any and all applicable local, state, or federal taxes (including income tax, self-employment tax, or VAT) owed on the Author’s Earnings.
• Payment System Fees: The Author is responsible for any and all fees, charges, or currency conversion costs imposed by the chosen Payment System or any intermediary financial institution used to facilitate the Withdrawal.
  • Incorrect Payment Details: The Author is solely responsible for ensuring the accuracy of the payment details (e.g., bank account numbers, PayPal ID) provided in their Author Account. If a Withdrawal fails or incurs return fees due to the Author providing incorrect or incomplete payment information, the Marketplace reserves the right to charge the Author for any administrative costs, processing fees, or return fees incurred by the Marketplace as a result of such error. These fees will be deducted from the Author’s Available Balance.

The Author expressly acknowledges and agrees that the Marketplace reserves the right, at its sole discretion, to modify the following terms at any time, including, but not limited to:

• The Minimum Withdrawal Thresholds defined in Section 7.2.
• The list of available Payment Systems and withdrawal methods.
• The processing schedule and the frequency of payouts.

8. Customer Service and Item Maintenance Obligations

8.1 Service Level Agreements

The Author is responsible for providing prompt and professional support to Customers regarding their purchased Item(s). The Author is committed to delivering high-quality Technical Support Services to the Customers who have purchased the Author’s Item(s). The Author shall address all Customer questions about the installation, functionality, and built-in features of the Author’s Item and ensure Customers’ requests are resolved in a timely manner. The Author will investigate all reported problems and provide fixes and enhancements to their Items.

The Author is solely responsible for providing necessary support services and maintenance for their Item(s) to Customers. The Marketplace shall provide the Author with the necessary tools within the Author Account interface to manage support requests and communications.

The quality assurance of these Technical Support Services will be supervised by the Customer Care manager of the Marketplace.

 The Author’s obligations include, but are not limited to:

• providing instructions on installation and basic customization,
• troubleshooting and issue resolution,
• improvements and bug corrections,
• assistance with reported bugs and issues.
• responding to Customer support inquiries, bug reports, and complaints regarding the Item within 24 hours. Responding to complaints, refund or/and exchange requests within 12 hours.
• Using commercially reasonable efforts to develop and release bug fixes or patches for identified critical errors in the Item within the 3 days timeframe.

8.2 Item Maintenance and Updates

The Author shall be solely responsible for the ongoing maintenance and technical viability of the Item(s) throughout the period they are offered for sale on the Marketplace. This includes:

• Compatibility: Ensuring the Item remains compatible with prevailing industry standards, software, and hardware updates, as reasonably expected for the Item’s category.
• Updates: Providing updates, patches, or new versions of the Item to Customers who have purchased a valid license, when such updates are necessary to maintain functionality or correct known issues.

8.3 Failure to Meet Obligations

The Marketplace reserves the right to monitor the Author’s compliance with the SLA terms and maintenance obligations.

If the Marketplace determines that the Author’s support services or maintenance provided for an Item are inappropriate, insufficient, or fail to meet the required SLAs (as set forth in Section 9.3), the Marketplace reserves the right, at its sole discretion, and without prior consultation with the Author regarding the specific case, to:

• Initiate Refund or Exchange: Un laterally initiate a full or partial refund to the Customer or provide an exchange for an equivalent item.
• Financial Deduction: Execute the corresponding deduction of Earnings from the Author’s account balance. The amount of the refund or cost of the exchange will be retroactively deducted from the Author’s Available Balance. If the Available Balance is insufficient, the amount shall be treated as a debt owed by the Author to the Marketplace.
• Account Limitations: The Marketplace may impose temporary or permanent limitations, including but not limited to the suspension of sales or withdrawal privileges, on the Author’s account until the support obligations are fulfilled.

Repeated failure by the Author to meet the required response times, fix bugs, or maintain the technical quality of the Item may result in:

• Temporary or permanent removal of the Item from the Marketplace.
• Suspension of the Author’s Account.

9. Author’s Warranties and Indemnification

9.1 Author’s Representations and Warranties

The Author hereby represents and warrants to the Marketplace and its Customers the following at the time of submission and throughout the term of this Agreement:

• Originality and Ownership: The Author is the sole creator and owner of the Item(s) and all associated materials, or possesses all necessary rights, licenses, consents, and permissions required to grant the license set forth in Section 5 of this Agreement.
• Non-Infringement: The Item(s), and the use of the Item(s) by the Marketplace and Customers as contemplated herein, do not and will not infringe, misappropriate, or violate any Intellectual Property Rights (including copyright, trademark, trade secret, or patent rights), privacy rights, or publicity rights of any third party.
• Legal Compliance: The Item(s) are not and do not contain any material that is defamatory, libelous, obscene, unlawful, hate speech, or otherwise violates any applicable local, state, federal, or international law or regulation.
• Technical Integrity: The Item(s) are free of any malicious code, viruses, malware, trojan horses, worms, or any other unauthorized or harmful components that could damage or compromise the data, system, or software of the Marketplace or any Customer.
• Contractual Capacity: The Author has the full legal right, power, and authority to enter into this Agreement and to fully perform the obligations contained herein.

9.2 Indemnification by Author

The Author agrees to indemnify, defend, and hold harmless the Marketplace, its officers, directors, employees, agents, affiliates, and Customers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that arise out of or in connection with:

• Any actual or alleged breach by the Author of any of the warranties, representations, or covenants made in this Agreement (including Section 9.1).
• Any claim by a third party that the Item(s) infringes upon, misappropriates, or violates their Intellectual Property Rights or any other proprietary or personal rights.
• Any claim arising from the alleged or actual failure of the Item(s) to operate as warranted or described, or the failure of the Author to satisfy their obligations under Section 8 (Customer Service).

The Marketplace shall provide prompt notice to the Author of any such claim and shall cooperate, at the Author’s expense, in the defense of such claim.

10. Confidentiality

10.1 Definition of Confidential Information

“Confidential Information” means any non-public, proprietary, or sensitive business, technical, or financial information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement, whether oral or written, and which is marked or reasonably understood to be confidential.

For the purpose of this Agreement, Confidential Information of the Marketplace specifically includes, but is not limited to: non-public Commission Rates or fee structures, detailed sales data of other Authors, future platform features or technology not yet released, and internal policies of the Review Team.

10.2 Exclusions

Confidential Information shall not include information that:

• Is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party.
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party.
• Is independently developed by the Receiving Party without reference to the Confidential Information.
• Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

10.3 Obligation of Non-Disclosure

The Receiving Party agrees to:

• Maintain in Confidence: Use the same degree of care (but no less than reasonable care) to prevent the unauthorized disclosure or use of the Confidential Information as it uses to protect its own similar confidential information.
• Limited Use: Use the Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this Agreement.
• Limited Disclosure: Not disclose, disseminate, or otherwise publish the Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its employees, contractors, and legal advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

10.4 Required Legal Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall, where legally permitted, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

11. Copyright Infringement and Takedown Policy

11.1 Marketplace Policy and Procedure

The Marketplace respects the intellectual property rights of others and enforces a strict policy regarding the reporting and removal of infringing content.

11.2 Takedown and Suspension

If the Marketplace receives a bona fide claim of copyright infringement (a “Takedown Notice”) related to an Author’s Item, or if the Marketplace reasonably suspects infringement, the Marketplace reserves the right, in its sole discretion, and without liability to the Author, to:

• Immediately disable access to the alleged infringing Item.
• Temporarily suspend the Author’s account pending investigation.
• Hold payment of any pending Earnings related to the challenged Item.

11.3 Author’s Obligation to Cooperate

Upon receiving notice of an infringement claim, the Author must fully and promptly cooperate with the Marketplace’s investigation. The Author must provide, within the timeframe requested by the Marketplace, verifiable evidence demonstrating that:

• The Author is the legal owner of the content.
• The Author has a valid, non-expired license to use the third-party material contained within the Item.

11.4 Termination for Repeat Infringement

The Marketplace reserves the right to immediately and permanently terminate the Author’s Account and delete all associated Items if the Author is determined by the Marketplace to be a Repeat Infringer—meaning the Author has been subject to multiple substantiated claims of copyright infringement or has failed to cure previous confirmed infringements.

11.5 Indemnification

The Author reaffirms that the indemnification obligations set forth in Section 9.2 explicitly cover all claims and costs arising from or relating to allegations of copyright infringement concerning the Author’s Item(s).

12. Term and Termination

12.1 Term of Agreement

This Agreement shall commence upon the Author’s acceptance (per Section 1.2) and shall continue in effect until terminated by either the Marketplace or the Author in accordance with the terms set forth in this Section 13.

12.2 Termination by Marketplace

The Marketplace may terminate this Agreement and the Author’s account, effective immediately upon written notice, if:

• The Author commits a material breach of any term of this Agreement (including, but not limited to, the warranties in Section 10, the infringement policy in Section 12, or the payment compliance in Section 3) and fails to cure such breach within a reasonable period specified by the Marketplace.
• The Marketplace, in its sole discretion, determines that the Author is a Repeat Infringer (as defined in Section 12.4).
• The Marketplace discontinues the operation of the Marketplace or the Author program generally.
• Termination for Inactivity: The Marketplace may, at its sole discretion, terminate the Author’s account if the Author has neither recorded any sales nor submitted any new Items for approval for a continuous period of three hundred sixty-five (365) calendar days. The Marketplace  is under no obligation to notify the Author before removing a product based on this inactivity threshold.

12.3 Termination by Author and Author’s Post-Termination Obligations

The Author may terminate this Agreement at any time by providing the Marketplace with sixty (60) days’ written notice. The Author’s termination request is subject to the following ongoing obligations:

• Notification Period: The Author must provide the Marketplace with a minimum of sixty (60) days’ written notice prior to the requested termination date. During this notice period, the Author’s Items will remain listed for sale, and all provisions of this Agreement remain in full force.
• Ongoing Customer Responsibilities: The Author remains obligated to fulfill all ongoing responsibilities and commitments to existing Customers regarding previously licensed Items, including but not limited to support and maintenance obligations as detailed in Section 9, for a period of six (6) months following the effective date of termination.

12.4 Effect of Termination

Upon termination of this Agreement for any reason:

• Delisting: The Marketplace shall cease offering the Author’s Item(s) for sale, though this process may take a reasonable period to fully implement across all systems.
• Final Payout: The Author’s account will be settled for any remaining Available Balance in accordance with the terms of Section 7, provided the Author has completed all necessary tax and payment verification requirements. The Marketplace shall retain the right to withhold funds sufficient to cover potential future chargebacks or refunds for a period of up to 90 days.
• Survival of Obligations: Notwithstanding termination, the following clauses shall survive and continue in full force and effect: Section 4.1 (Marketplace’s right to sublicense prior sales), Section 9 (Warranties and Indemnification), Section 10 (Confidentiality), Section 12.3 (Author’s Post-Termination Obligations), Section 12.4 (Effect of Termination), and Section 14 (General Legal Provisions).

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement, and all matters arising out of or relating to this Agreement, including all tort, contractual, and equitable claims, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

13.2 Exclusive Jurisdiction and Venue

The parties irrevocably agree that any suit, action, or proceeding arising out of or relating to this Agreement or the Marketplace, which is not resolved through the mandatory arbitration process (if applicable, per Section 13.3), shall be exclusively brought and maintained in the courts located in the State of Florida. The Author and the Marketplace hereby consent to the exclusive jurisdiction and venue of such courts.

13.3 Mandatory Dispute Resolution (Arbitration/Mediation Option)

• Initial Negotiation: The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith negotiation.
• Legal Remedies: If negotiation fails, the parties shall pursue remedies exclusively in the courts defined in Section 13.2.

13.4 Attorneys’ Fees

In the event that any legal action, arbitration, or other proceeding is instituted to enforce any right or obligation under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such action or proceeding.

14. General Legal Provisions

14.1 Assignment

The Author may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of the Marketplace. The Marketplace, however, shall have the right to freely assign its rights and obligations under this Agreement to an affiliate or to any successor entity in the event of a merger, acquisition, sale of assets, or corporate reorganization, without requiring the Author’s consent.

14.2 Entire Agreement

This Agreement, together with any referenced policies and exhibits (e.g., the Item Acceptance Criteria, SLA Policy, and the Marketplace EULA), constitutes the entire agreement between the Marketplace and the Author concerning the subject matter hereof, and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral.

14.3 Modification

The Marketplace reserves the right to update, modify, or change the terms of this Agreement at any time. Any changes will be effective upon the Marketplace posting the revised Agreement on the website or providing notice to the Author.

Notice of Changes: The Marketplace shall make good faith efforts to notify the Author of any substantial changes to the terms of this Agreement no later than thirty (30) days before such changes are scheduled to take effect. Notice shall be deemed delivered upon posting the revised Agreement on the website, notifying the Author through the Author Account interface, or via email to the primary address associated with the Author Account.

Acceptance of Changes: The Author’s continued use of the Author Account or maintenance of Items on the Marketplace following the effective date of the revisions constitutes the Author’s acceptance of the modified terms.

If the Author does not agree to the modified terms, the Author’s sole remedy is to terminate this Agreement pursuant to Sections 12.3 and 12.4.14.4 Force Majeure
Neither the Marketplace nor the Author shall be liable for any failure or delay in performance under this Agreement (excluding payment obligations) that is due to causes beyond its reasonable control, including, but not limited to, acts of God, war, acts of terrorism, epidemic or pandemic, natural disasters, severe weather, governmental actions, power outages, failures of the internet or public telecommunications network, or any other event of Force Majeure. The party affected by the Force Majeure event shall promptly notify the other party and use commercially reasonable efforts to cure such delay or failure.