Seller Agreement

Last Updated: March 1, 2025

This Seller Agreement ("Agreement") is entered into between Obscura Sound ("Company", "we", "us") and the individual or entity registering as a seller ("Seller", "you").

By registering as a Seller, you agree to be bound by this Agreement and the platform's Terms of Service.

1. Purpose and Scope

The Company grants Seller a non-exclusive right to list and sell digital products through the Company's marketplace platform.

The Company acts solely as a platform operator and, unless explicitly stated otherwise, is not a reseller of Seller's products.

2. Seller Representations and Warranties

Seller represents and warrants that:

Seller owns or has full legal rights to distribute the uploaded content
The content does not infringe any third-party rights
The content does not violate any applicable law
Product descriptions are accurate and not misleading

Seller is solely responsible for the legality and accuracy of all listed content.

3. Intellectual Property

Seller retains ownership of uploaded content.

Seller grants the Company a worldwide, non-exclusive, royalty-free license to:

Host and store the content
Display listings on the platform
Deliver digital files to purchasers
Use content for marketplace-related marketing purposes

This license remains effective while the content is listed on the platform.

4. Pricing and Fees

Seller determines product pricing, subject to any minimum pricing rules of the platform.

4.1 Early Seller Commission (Lifetime Benefit)

A Seller qualifies as an "Early Seller" if:

At least one product is publicly listed after registration

All Sellers who meet the above condition are considered Early Sellers.

Early Sellers are subject to a 15% platform commission, which applies for the lifetime of the account, provided the account remains active and in good standing.

The Early Seller benefit may be revoked in the event of:

Violation of this Agreement or Terms of Service
Account suspension or termination
Fraud, intellectual property infringement, or serious policy violations

The Early Seller benefit is subject to the following conditions:

Accounts may not be transferred, sold, or assigned
The same individual or legal entity may not create multiple accounts to obtain duplicate benefits
If an account is terminated and a new account is created, the Early Seller benefit does not carry over

4.2 Standard Seller Commission

Sellers who do not qualify as Early Sellers are subject to a commission rate of 25% to 30%, depending on platform growth and policy.

The exact commission rate will be announced separately and may be adjusted with prior notice.

5. Payments and Platform Commission Settlement

The platform is structured so that payments from buyers are made directly to the Seller's designated PayPal account.

Seller must provide an accurate PayPal ID. Seller is solely responsible for receiving payments and any related PayPal fees.

The Company does not hold or process sales funds. Sales proceeds are paid directly to the Seller's PayPal account.

5.1 Revenue Determination

Platform commission is calculated based on sales records stored in the platform's database.

Seller agrees that the platform's recorded sales data constitutes the final and authoritative revenue record and may not dispute or independently adjust such records.

5.2 Monthly Commission Payment

Seller must pay the platform commission monthly, based on total recorded sales for that period.

The Company will issue a commission invoice via email.

Seller must remit payment via PayPal within 14 days from the invoice date.

5.3 Payment Disputes

All payment-related disputes with buyers (including refunds, chargebacks, payment reversals, fraud claims, or similar matters) are the sole responsibility of the Seller.

The Company has no obligation to intervene in payment disputes.

If payment disputes cause damage or operational impact to the platform, Seller agrees to compensate the Company accordingly.

5.4 Non-Payment and Enforcement

A Seller may be classified as a "Delinquent Seller" if:

Platform commission is not paid within the specified deadline
Commission payments are repeatedly delayed

In the event of delayed payment, the Company may:

Publicly indicate payment delinquency on the Seller's profile or product pages
Limit product visibility
Temporarily suspend selling privileges
Block new sales
Suspend or terminate the account for repeated violations

Selling activity may remain restricted until all outstanding commission amounts are fully paid.

6. Taxes

Seller is solely responsible for income tax, VAT/GST, and all other applicable tax reporting obligations.

The Company does not assume any tax liability on behalf of the Seller.

7. Prohibited Content

Seller may not upload content that:

Infringes intellectual property rights
Contains malicious code
Is fraudulent or misleading
Violates applicable laws

The Company may remove content without prior notice.

8. Account Suspension and Termination

The Company may suspend or terminate a Seller account for:

Breach of this Agreement
Repeated intellectual property complaints
Fraud or abusive conduct

Upon termination, listings may be removed and any outstanding commission obligations must be fulfilled.

9. Quad Cortex Automatic Delivery System

The platform may provide an automatic delivery feature related to Quad Cortex devices.

This automatic delivery system is developed and operated independently by the Company and is not an official service provided by Neural DSP.

The functionality may be modified, restricted, or discontinued at any time due to changes in Neural DSP's policies, service structure, technical updates, access limitations, or other operational factors.

Seller acknowledges that the automatic delivery feature may be affected by third-party service environments.

10. Contact Information

For questions regarding this Agreement:

Obscura Sound
Email: hello@obscura-sound.com