Seller Agreement

This agreement is between you, the seller, and Narrative, operating NarrativePro Addons ([COUNSEL] insert full registered name, company number and registered office). It governs listing and selling addons through the marketplace.

You accept it when you create a seller profile or submit an addon, whichever happens first. Our Terms and Conditions, Privacy Policy, Cookie Policy, GDPR notice and Refund Policy also apply to you. Where this agreement and those documents deal with the same subject, this agreement wins as between you and us.

Nothing here creates a partnership, joint venture, employment relationship or agency between us, beyond the limited authority you grant us in section 3 to sell your addons in our own name.

To sell you must be at least 18 years old, or an incorporated entity acting through an authorised representative, and you must be able to enter into a binding contract.

You must complete onboarding with our payment provider, including the identity and, where required, business verification checks that provider carries out. We do not decide the outcome of those checks and we cannot override them. Until your account is enabled for payouts you may prepare listings but they will not go on sale.

You must give accurate business details, keep them current, and tell us within 14 days if your legal name, entity type, country of establishment, tax status or payout destination changes.

We may decline a seller application, and we do not have to give reasons. Where the reason is something you can fix, we will normally tell you what it is.

You appoint us as a non-exclusive distributor of your addons and authorise us to market, offer, sell and deliver them to buyers in our own name, as merchant of record, on the terms of this agreement.

That means the buyer contracts with us, not with you. We take the payment, we appear on the buyer's statement, we issue the receipt, we account for transaction taxes where they apply, and we handle refunds, chargebacks and disputes. You do not have to invoice buyers, chase payments or handle card data.

This appointment is non-exclusive. You may sell your addons through other channels and directly, unless the addon is a Narrative Tools addon covered by the distribution arrangement described in our Terms and Conditions, in which case the terms of that arrangement apply and are notified to you separately.

You grant us a non-exclusive, worldwide, royalty-free licence, for the term of this agreement, to host, reproduce, distribute and transmit your addons to buyers, and to use your name, logo, listing text, screenshots and video to market your addons and the marketplace. That marketing licence survives termination only for material already published, for a reasonable period to allow its withdrawal.

You grant us the right to grant end-user licences to buyers on the terms set out in our Terms and Conditions, at the licence tier you choose for each listing.

You set your prices, in the currencies we support. You choose the licence tier for each addon from the tiers we offer. You are responsible for your listing text, screenshots, video, documentation and stated engine compatibility being accurate and current.

Every addon is reviewed before it is published. Review is a check on packaging, description accuracy and policy compliance. It is not a code audit and it does not transfer any responsibility for your addon to us. We may ask for changes, and we may decline to publish.

You may change prices at any time. A price change does not affect orders already placed. Buyers who already own an addon keep the access described in section 5 regardless of later price changes.

You may list an addon at no cost. Free addons create entitlements and licences in the ordinary way and are covered by every obligation in this agreement except those about money.

Addons are delivered from our object storage through expiring signed links. Where you link a source repository, each release you publish is mirrored automatically into a new marketplace version with its changelog and a checksum. You are responsible for what you tag; if you publish a broken release, buyers get a broken release.

Unless a listing says otherwise, a buyer's purchase includes future versions of that addon at no extra cost. You may end active development of an addon, and you may retire it, but you may not withhold access to versions a buyer was already entitled to. If you retire an addon we will keep its existing versions downloadable to existing owners for at least 12 months.

You must not include in a package anything that phones home without disclosure, collects data from the buyer's machine, requires a runtime licence check we have not agreed, or fails to work unless the buyer contracts separately with you. Delivery is through us and stays through us.

For each addon you submit, you warrant that:

• You own it, or you hold all rights necessary to license it on these terms, including rights in every third-party or open-source component it contains.
• It does not infringe any patent, copyright, trade mark, trade secret, database right, moral right, right of publicity or other right of any person.
• Every open-source component is used in compliance with its licence, and every licence that requires it is disclosed in the addon's documentation, including any copyleft obligation.
• It contains no malware, no back door, no undisclosed telemetry, no crypto-mining code and no deliberately obfuscated code.
• It does not contain content taken from another marketplace, asset store, tutorial, engine sample or AI training output that you are not licensed to redistribute.
• Your listing is accurate and not misleading, including its engine compatibility claims and any performance claim you make.
• You will comply with all laws that apply to you, including export control and sanctions rules.

You will indemnify us and our revenue partners against all claims, losses, damages and reasonable legal costs arising from a breach of this section, including third-party claims that an addon infringes their rights. We will tell you promptly about any such claim, let you take over its defence at your cost where you confirm the indemnity applies, and not settle it without your consent, which you will not unreasonably withhold.

[COUNSEL] Confirm whether this indemnity should be uncapped, whether an insurance requirement should be imposed on higher-volume sellers, and how it interacts with the liability cap in section 19.

You must not list:

• Anything you do not have the rights to sell, including ripped, re-uploaded or repackaged content from other marketplaces.
• Malware, exploits, cheats, cracks, licence-bypass tools, or anything designed to circumvent technical protection measures.
• Content that is unlawful, defamatory, harassing, hateful, or that sexualises minors.
• Content that infringes trade marks or passes itself off as an official product of a rights holder, including engine vendors and Narrative Tools.
• Empty, placeholder, duplicate or near-duplicate listings created to occupy catalogue space or manipulate search.
• Anything whose main purpose is to collect data from end users, or from their players, without clear disclosure and a lawful basis.
• Content that requires the buyer to enter into a separate agreement with you, or to pay you, in order to make the addon work as advertised.

We may remove a listing that breaches this section immediately and without notice, and repeated breaches end this agreement.

Every sale is split four ways, in basis points, on the net amount received for the item:

• 70% to You, the seller (author of the addon)
• 10% to Narrative Tools (framework)
• 10% to D3kryption Studios Ltd (marketing)
• 10% to Adoptavia Germany UG (infrastructure)

That is 10000 basis points in total, out of 10000. The split is applied to each order line separately and the arithmetic is exact: rounding never creates or destroys a cent, and remainder cents are allocated by a deterministic rule so that the same sale always produces the same result.

There are no listing fees, no monthly fees, no submission fees and no tiers. Payment processing costs are met out of the 30% that does not go to you, not deducted from your share.

We may change the split, but only on at least 60 days' written notice to you, and the change applies only to sales made after it takes effect. If you do not accept a change you may withdraw your listings before it takes effect, and amounts already accrued are paid out under the old split.

You can create your own discount codes and sales from your dashboard, set their duration, usage limits and scope, and withdraw them at any time before they are used.

A discount reduces the net amount for the item, and the split is applied to that net amount. Everyone therefore shares the cost of a promotion in proportion to their share: a 70% seller still receives 70% of what the buyer actually paid. We do not pay ourselves on the list price while you absorb the discount.

Where an order-level discount applies across several items, it is apportioned across those items in proportion to their prices before the split is applied, so no item bears more of the discount than its share.

We may include your addon in a marketplace-wide promotion only with your agreement, given per promotion or as a standing opt-in you can withdraw.

Funds from a sale are captured into our platform account. They are not held in trust for you and they are not client money; the relationship between us in respect of accrued amounts is that of debtor and creditor. At the moment of sale we record your share and each partner's share as pending entries in our ledger, and you can see them in your dashboard immediately.

A pending entry becomes available 14 days after the payment is captured, which is the buyer refund window. Until then it can be reversed by a refund.

Available entries are picked up by the next scheduled distribution run. A run batches everything available for you into a single disbursement and pays it to your connected Stripe account by transfer.

A disbursement is attempted only where your available balance is at least $20.00. Below that it simply carries forward to the next run, so that small balances are not eaten by transfer costs. That threshold does not apply to the final payout on termination.

Payouts are made in the currency of the sale unless we agree otherwise. Where your bank converts, the conversion and any charge are between you and your bank.

A payout can fail for reasons outside our control, most often incomplete verification or a stale bank account. Where one fails we tell you why, the balance returns to available, and it is retried on the next run once you have fixed the cause.

[COUNSEL] Confirm the debtor/creditor characterisation of pooled funds and whether any e-money, payment services or client-money authorisation is implicated by the pooling structure.

We decide refunds, because we are the merchant of record and it is our name on the buyer's statement. We will consult you where the reason is technical, and you can ask us to refund a buyer yourself.

Where an item is refunded before the amounts have been paid out, the corresponding ledger entries are reversed. Nothing is deducted from you, because nothing had been paid: the pending entry simply disappears, along with the partners' entries for the same sale.

Where an item is refunded after payout, we record a negative entry against you for your share of the refunded amount. That negative entry is set off against your next distribution. The same treatment applies to each partner, in proportion. If your balance is insufficient and no further sales are expected, we may invoice you for the shortfall, and you will pay it within 30 days.

Chargebacks are treated as refunds for these purposes. Where a chargeback is successfully defended, the reversal is undone and the amount is restored to your balance.

An unusually high refund or chargeback rate on your addons is grounds for review, and where it reflects a quality or accuracy problem, for suspension under section 16.

As merchant of record we are responsible for collecting and remitting the transaction taxes that arise on the sale to the buyer, including VAT on supplies to EU and UK consumers and US sales tax where marketplace facilitator rules apply to us. You do not have to register for VAT in every country your addons sell into.

You are responsible for your own taxes on what we pay you. Your share is your business income. Income tax, corporation tax, social contributions and any VAT or GST due on your supply to us are yours to handle, and we do not withhold them unless we are legally required to.

If you are VAT-registered, you must give us your VAT number and keep it current. Depending on where you are established, our payment to you may be treated as consideration for a supply you make to us, in which case the reverse charge or a self-billing arrangement may apply. We will tell you which applies to you and issue the corresponding documentation.

If you are a US person, we may be required to collect a Form W-9 and to report payments to you on a Form 1099. If you are not a US person, we may need a Form W-8BEN or W-8BEN-E. Where required documentation is missing we may be obliged to withhold tax at the statutory rate, and we will do so rather than risk the liability. You will not be reimbursed for tax withheld because you did not provide a form we asked for.

You will give us any tax information or documentation we reasonably request, and you will tell us if your tax status changes.

[COUNSEL] Confirm the VAT/OSS analysis, whether a self-billing agreement must be executed with sellers, and the US information-reporting position for a non-US operating entity.

You are responsible for supporting your addons. Buyers reach you through the support channel on your seller profile, and we may pass on a request that reaches us first.

You will acknowledge a buyer support request within 3 business days and make reasonable efforts to resolve it. You will keep documentation and installation instructions current, and where an addon stops working on an engine version your listing claims to support, you will fix it or amend the claim.

You will not condition support on the buyer paying you separately, buying another product, or leaving a positive review.

Persistent failure to answer buyers is grounds for delisting. It is the single most common reason an otherwise good addon gets pulled.

Buyers can review your addons and you can respond publicly to a review. Respond to the substance; abusive or retaliatory responses will be removed.

We do not delete negative reviews at a seller's request. We do remove reviews that breach our Terms and Conditions, including reviews that are not from genuine users, that contain personal data, or that are part of a coordinated attack.

You must not solicit, incentivise, buy or trade reviews, review your own addons under another account, or review a competitor's. Manipulating reviews or rankings is grounds for immediate suspension.

Where you receive personal data about a buyer, for example to answer a support request, you act as an independent controller of it. You must handle it lawfully, use it only for the purpose it was given to you, keep it secure, keep it no longer than you need it, and answer any request the individual makes about it.

You must not use buyer data for your own marketing, add buyers to a mailing list, sell or share it, or try to reconstruct a customer list from the analytics we give you.

You will tell us without undue delay if buyer data you hold is lost or exposed, so that we can meet our own notification deadlines. See our GDPR notice for how that process works.

We may suspend a listing, suspend your seller account, or withhold a payout where:

• We receive a credible claim that an addon infringes someone's rights.
• An addon is unsafe, contains malware, or exposes buyers to risk.
• A listing is materially inaccurate and you have not corrected it after notice.
• Refund or chargeback rates on your addons are abnormally high.
• You fail persistently to support buyers.
• We reasonably suspect fraud, review manipulation, self-purchasing, or use of the marketplace to launder funds.
• We are required to act by law, by a court, or by our payment providers.

Where it is reasonable, we will tell you what the problem is and give you a chance to fix it before we act. Where the risk is to buyers or to third-party rights, we will act first and explain afterwards, normally within 2 business days.

Where we withhold a payout during an investigation, we will tell you the amount withheld and why, and we will release it as soon as the reason has gone. A withheld balance is not forfeited; it is held.

You may appeal any suspension or delisting to [email protected], and a person who was not involved in the original decision will look at it.

You can delist your own addons at any time from your dashboard. Delisting stops new sales; it does not affect the licences of buyers who already bought.

This agreement runs from acceptance until it is terminated.

You may terminate for convenience on 30 days' notice, by delisting your addons and writing to [email protected]. We may terminate for convenience on 60 days' notice.

Either of us may terminate immediately if the other commits a material breach that is not remediable, or is remediable but is not remedied within 14 days of written notice, or becomes insolvent.

We may terminate immediately, without notice, if you list infringing content or malware, manipulate reviews or sales, or use the marketplace fraudulently.

Your listings stop being available for new sales.

Licences already granted to buyers survive. They are perpetual and they do not depend on your continued participation. You cannot revoke them by leaving, and this is the point of the arrangement: a buyer's purchase is not hostage to a seller's business decisions.

We will keep the versions existing buyers were entitled to downloadable for at least 12 months after termination, and you grant us the licence needed to do that for that period. You may ask us to keep them available for longer.

Your accrued balance is paid to you in the ordinary way. Pending entries still complete their 14-day window and are then paid in the next distribution run, so the final payment normally arrives within one run after that window closes. The minimum payout threshold does not apply to a final payout.

We may retain from your final payout a reasonable reserve against refunds and chargebacks that are still possible on sales already made, for up to 90 days after the last sale, and we will tell you the amount and release the unused part at the end. Anything you owe us, including negative entries from post-payout refunds, is set off first.

Sections 6, 11, 12, 15, 19, 20, 21 and 22 survive termination, along with any provision that by its nature should.

[COUNSEL] Confirm the reserve mechanism and its duration, and whether it needs to be disclosed more prominently at onboarding.

Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

Subject to that, neither of us is liable to the other for loss of profit, revenue, anticipated savings, business, goodwill or data, or for indirect or consequential loss.

Subject to that, our total liability to you in any 12-month period is limited to the total amounts we paid or owed you in that period. Your liability to us under the indemnity in section 6 is not subject to that cap.

We give no guarantee of any level of sales, visibility, placement or revenue. Nothing on the marketplace or in our marketing material is a forecast you may rely on.

Each of us will keep the other's non-public information confidential and use it only for this agreement. That includes your unreleased products and our non-public analytics, pricing and roadmap.

It does not cover information that is public through no breach, that was already known, that is independently developed, or that must be disclosed by law, in which case the disclosing party gives notice where it lawfully can.

Your sales figures are yours. We publish aggregate marketplace statistics that do not identify an individual seller's revenue without consent.

We may change this agreement. We will give at least 30 days' notice by email for changes generally, and at least 60 days' notice for a change to the revenue split or to payout timing.

Changes apply to sales made after they take effect. If you do not accept a change, delist your addons before the effective date and terminate under section 17; your accrued balance is paid under the terms in force when it accrued.

This agreement, with the documents it refers to, is the whole agreement between us on its subject. Neither of us relies on any statement not set out in it, except that nothing excludes liability for fraudulent misrepresentation.

You may not assign this agreement without our consent. We may assign it to a successor in connection with a reorganisation or sale of the business. If a provision is unenforceable, the rest survives. Failure to enforce a right is not a waiver of it.

[GOVERNING LAW PLACEHOLDER - TO BE SETTLED BY COUNSEL] The intended position, subject to confirmation, is the law of England and Wales with the exclusive jurisdiction of the courts of England and Wales, and with disputes escalated first to a good-faith discussion between senior representatives for 30 days. That must be reconciled with the fact that Adoptavia Germany UG is established in Germany and D3kryption Studios Ltd in the United Kingdom, and with the mandatory protections available to sellers who are themselves consumers or micro-enterprises in their own country.

[COUNSEL] Settle the contracting entity, governing law, forum, and whether a mandatory ADR or mediation step should be included before litigation.

Seller support and payouts: [email protected].

Appeals, legal notices and infringement claims: [email protected].

Data protection: [email protected].