VENDOR TERMS

Last Updated: February 26, 2026

These Vendor Terms ("Vendor Terms") are a legally binding agreement between you ("Vendor," "you," or "your") and Proxima Market LLC ("DigitivaHub," "we," "us," or "our") governing your use of the DigitivaHub marketplace at https://digitivahub.com to list, sell, license, and deliver Digital Products.

These Vendor Terms are incorporated into and must be read alongside our Terms of Service, Privacy Policy, and any other applicable Policies. In the event of a conflict between these Vendor Terms and the general Terms of Service, these Vendor Terms control for Vendors.

By registering as a Vendor, you acknowledge that you have read, understand, and agree to be bound by these Vendor Terms.

1. Definitions

Vendor: Any individual or entity that lists, sells, licenses, or delivers Digital Products through the Services.

Digital Product(s): Digital goods, digital content, and/or digital services (including software, templates, media, courses, planners, and similar items) listed by Vendor on the platform.

Gross Sales: The total purchase price paid by Buyers for Vendor's Digital Products through the Services, before deduction of fees, refunds, chargebacks, or adjustments.

Net Payout: Gross Sales minus DigitivaHub's platform commission, applicable fees, refunds, chargebacks, reserves, and any other offsets.

Chargeback: A reversal of a Transaction initiated by a Buyer's card issuer or payment provider.

Reserve: Funds withheld by DigitivaHub from Net Payout as security for potential chargebacks, refunds, disputes, or compliance risks.

2. Vendor Eligibility and Registration

To register as a Vendor, you must:

• Be at least 18 years old (or the age of majority in your jurisdiction)
• Provide accurate, complete, and current registration information
• Provide valid identity and business documentation as requested (KYC/KYB)
• Maintain a valid payout account and provide accurate payout details
• Not be subject to any restriction, ban, or legal prohibition that would prevent you from entering into this agreement

You agree to:

• Promptly update your registration information if it changes
• Maintain accurate payout account details at all times
• Cooperate with any identity, compliance, or fraud verification requests

3. Vendor is Always the Seller

This is the foundation of your relationship with DigitivaHub:

• You are always the seller and merchant of record for your Digital Products
• DigitivaHub is a technology platform and venue — not the seller, manufacturer, or licensor of your Digital Products
• You are solely responsible for all aspects of the sale, including pricing, product delivery, customer support, refunds, dispute handling, and legal compliance
• Nothing in these Vendor Terms creates an employment, agency, partnership, or joint venture between you and DigitivaHub

4. Listing Requirements and Content Standards

4.1 Accuracy Requirements

All listings must:

• Accurately describe the Digital Product, including format, file type, compatibility, and licensing scope
• Include all required disclosures (including age restrictions, licensing terms, and usage rights)
• Not contain false, misleading, or deceptive claims
• Comply with all applicable laws and third-party rights

4.2 Prohibited Products

You may not list or sell:

• Products that infringe any intellectual property right (copyright, trademark, patent, or trade secret)
• Unlicensed, plagiarized, or stolen content
• Malware, spyware, viruses, or any harmful code
• Products that violate applicable law (including export control, sanctions, consumer protection, and data privacy laws)
• Adult, obscene, or illegal content
• Products making false health, financial, or legal claims
• Products that violate DigitivaHub's content policies as updated from time to time

4.3 Ongoing Compliance

• You must keep listings accurate and up to date at all times
• DigitivaHub may delist, remove, or restrict any product at any time for any reason, with or without notice

5. Intellectual Property Warranties

By listing a Digital Product, you represent and warrant that:

• You own or have all necessary rights, licenses, and permissions to sell and license the Digital Product to Buyers
• Your Digital Product does not infringe any third-party intellectual property rights
• You have obtained all required consents for any third-party content, fonts, images, code, or other materials included in the Digital Product
• You will maintain documentation of ownership and licensing rights and provide it to DigitivaHub upon request

You agree to:

• Promptly notify DigitivaHub if you become aware of any actual or potential IP claim relating to your listing
• Cooperate fully with DigitivaHub in responding to any IP complaint or DMCA notice concerning your products

6. Delivery, Support, and Buyer Obligations

6.1 Delivery

• You are responsible for ensuring Digital Products are delivered to Buyers promptly and as described
• Digital Products must match their listing descriptions exactly
• You must maintain functional, accessible download files or delivery mechanisms at all times

6.2 Customer Support

• You are solely responsible for providing support to Buyers regarding your Digital Products
• You must respond to support requests within a reasonable timeframe
• Failure to provide adequate support is grounds for DigitivaHub to issue refunds on your behalf and recover amounts from your payouts

6.3 Prohibited Conduct

You may not:

• Engage in deceptive, misleading, or fraudulent practices
• Artificially inflate ratings or reviews
• Solicit Buyers to complete transactions outside the platform to avoid fees
• Use Buyer data obtained through the platform for any purpose other than fulfilling their order

7. Fees and Platform Commission

7.1 Fee Structure

Every Transaction on DigitivaHub is subject to the following deductions from the Buyer's gross payment:

PSP Fee (5%): A flat 5% of the gross sale amount is deducted by DigitivaHub's payment service providers (Intercash, Novalnet, or other processors) to cover payment processing costs. This fee is non-negotiable and non-refundable.

DigitivaHub Platform Fee (20%): A flat 20% of the gross sale amount is retained by DigitivaHub as its platform commission for providing the marketplace infrastructure, payment processing management, dispute handling, and platform services.

Rolling Reserve (10%): A flat 10% of the gross sale amount is withheld by DigitivaHub as a Rolling Reserve for 180 days from the transaction date. See Section 8.3 for full Reserve mechanics.

Vendor Payout Pool (65%): The remaining 65% of the gross sale amount constitutes the Vendor payout pool, subject to the 60-day payout lock, Affiliate commission deductions (if applicable), and any Clawbacks.

7.2 Example — $1,000 Sale (No Affiliate)

Deduction	Rate	Amount
PSP Fee	5%	–$50
DigitivaHub Platform Fee	20%	–$200
Rolling Reserve (180-day hold)	10%	–$100
Vendor Payout (60-day lock)	65%	$650

7.3 Example — $1,000 Sale (With Affiliate, 15% Commission)

Deduction	Rate	Amount
PSP Fee	5%	–$50
DigitivaHub Platform Fee	20%	–$200
Rolling Reserve (180-day hold)	10%	–$100
Affiliate Commission (15%)	15%	–$150
Vendor Payout (60-day lock)	50%	$500

• Affiliate commission rates are set per program and published in the Vendor and Affiliate Dashboards
• DigitivaHub reserves the right to update the Platform Fee with 14 days' written notice
• PSP fees are passed through at cost and may vary slightly based on payment method, currency, or card type

8. Payouts

8.1 Payout Schedule

• Payouts are processed on a bi-weekly cycle (every 14 calendar days)
• Minimum payout threshold: $50 net available balance
• DigitivaHub is not responsible for delays caused by banking institutions, payment providers, or incorrect payout details provided by Vendor

8.2 60-Day Payout Lock

All Vendor payouts are locked for 60 days from the transaction date.

• During the 60-day lock period, funds are visible in your Vendor Dashboard as "Pending"
• Funds become "Available for Payout" after the 60-day lock expires with no active dispute
• If a refund request or chargeback is filed during the lock period, the affected funds remain frozen until the dispute is fully resolved
• The 60-day lock exists to protect DigitivaHub and payment processors from chargeback exposure on digital products, where dispute windows can extend up to 120 days

8.3 Rolling Reserve (10% — 180 Days)

• DigitivaHub withholds 10% of every gross Transaction as a Rolling Reserve
• The Reserve is held for 180 days from the transaction date
• Reserves do not accrue interest and DigitivaHub may commingle Reserve funds with general operating funds; you remain a general unsecured creditor for Reserve amounts
• After 180 days with no active chargebacks, disputes, or account restrictions, the Reserve is automatically released and credited to your available balance
• Reserve release may be extended if:
  • An active chargeback or dispute involves the related transaction
  • Your account is suspended, under investigation, or subject to compliance review
  • DigitivaHub's payment processors impose extended hold requirements

Elevated Reserve (High-Risk Conditions):

DigitivaHub may increase your Reserve rate to 15–25% and extend hold periods to 180–365 days if:

• Your chargeback rate exceeds 1% of transactions
• Your refund rate exceeds 10% of transactions
• You are a new Vendor (less than 3 months on platform)
• Your product category is flagged as high-risk

8.4 Payout Conditions — Holds and Delays

Payouts will be held or delayed if:

• Your account is under review, suspended, or subject to investigation
• There are active or unresolved Buyer disputes or chargebacks
• DigitivaHub's payment providers impose holds or compliance requirements
• You have not completed required KYC/KYB verification
• Your payout details are inaccurate, outdated, or cannot be verified
• You have outstanding amounts owed to DigitivaHub (Clawbacks, fees, or penalties)

8.5 Offsets

DigitivaHub may offset against any amounts due to you:

• Chargeback amounts and associated PSP fees, network fines, and penalties
• Refunds issued to Buyers on your behalf
• Any amounts you owe DigitivaHub under these Vendor Terms
• Chargeback Recovery Fees per Section 9.3

9. Chargebacks, Disputes, and Recovery

9.1 DigitivaHub as Merchant of Record (MOR)

As the Merchant of Record for payment processing purposes, DigitivaHub owns and manages all chargebacks and payment disputes on your behalf.

What this means for you:

• You have no direct card network relationship — DigitivaHub is the entity that card networks and PSPs hold accountable
• All chargeback notifications, representment filings, and dispute correspondence are handled by DigitivaHub
• You are required to cooperate with DigitivaHub's dispute process by providing evidence, documentation, and information when requested (see Section 9.2)
• DigitivaHub's decision on whether to contest a chargeback is final

Why this protects you:
Without DigitivaHub's MOR role, you would have no mechanism to fight chargebacks at the card network level. DigitivaHub absorbs the operational cost, processing fees, and legal burden of representment — protecting your revenue from total loss in the event of a fraudulent or abusive dispute.

9.2 Vendor Cooperation Requirements

When a chargeback or Buyer dispute is filed:

• DigitivaHub will notify you via email and/or Vendor Dashboard within 3 business days of receiving the dispute
• You must respond with all requested evidence within 5 business days of notification
• Evidence may include: order details, delivery confirmation, download logs, Buyer communications, product description screenshots, and any other relevant documentation
• Failure to respond within 5 business days forfeits your right to contest the chargeback and may result in automatic acceptance of the dispute
• You grant DigitivaHub full authority to act on your behalf in all chargeback representment proceedings

9.3 Chargeback Recovery Fee — When DigitivaHub Wins

When DigitivaHub successfully contests a chargeback and the card network restores the disputed funds, a Chargeback Recovery Fee applies.

DigitivaHub retains 70% of the fully recovered amount. The remaining 30% is distributed as follows:

Party	Share of Recovered Amount	On $1,000 Recovered
DigitivaHub	70%	$700
Vendor	10%	$100
Affiliate (if applicable)	20%	$200

If no Affiliate was involved in the original Transaction:

• Vendor receives the full 30% = $300 on a $1,000 recovery

Why the Chargeback Recovery Fee applies:

• Fighting a chargeback costs DigitivaHub $20–$100 per case in PSP fees, network fines, and operational resources
• DigitivaHub carries 100% of the dispute risk during the representment process
• Without DigitivaHub's intervention, you would lose 100% of the Transaction amount
• The 70% recovery fee compensates DigitivaHub for this risk and cost while ensuring you recover something rather than nothing

Recovery credits are applied to your Vendor Dashboard balance within 14 days of the card network's final decision.

9.4 Lost Chargeback

When DigitivaHub loses a chargeback representment or does not contest:

• The full Transaction amount is reversed to the Buyer by the card network
• Your Rolling Reserve for the relevant Transaction is applied to offset DigitivaHub's losses
• Any Vendor payout already disbursed for the relevant Transaction will be subject to Clawback — deducted from your pending balance, available balance, or future payouts
• You remain liable for any shortfall if your available balance is insufficient to cover the Clawback
• DigitivaHub will absorb the PSP chargeback fee internally; you are not charged a separate fee for a lost dispute

9.5 Excessive Chargebacks

If your chargeback rate exceeds thresholds set by DigitivaHub or its PSPs:

• Payouts will be immediately suspended pending investigation
• Your Rolling Reserve rate will be elevated (see Section 8.3)
• Your account may be suspended or permanently terminated
• Additional fees or penalties from PSPs triggered by your chargeback rate may be passed through to you

10. Taxes and Legal Compliance

You are solely responsible for:

• Determining, collecting, reporting, and remitting all applicable taxes (including sales tax, VAT, GST, income tax, and withholding tax) arising from your sales
• Ensuring your Digital Products comply with all applicable laws in all jurisdictions where you sell
• Maintaining required business registrations, licenses, and permits
• Compliance with applicable export control and economic sanctions laws

DigitivaHub does not provide tax advice. Nothing in these Vendor Terms constitutes a representation that DigitivaHub will handle tax collection or remittance on your behalf unless explicitly stated in writing.

11. Data and Privacy

• You may only use Buyer data obtained through the platform to fulfill orders
• You may not use Buyer data for marketing or any other purpose without explicit Buyer consent
• You must handle all personal data in accordance with applicable data privacy laws
• You agree to DigitivaHub's Privacy Policy as it relates to data processed in connection with your use of the Services

12. Audit Rights

DigitivaHub reserves the right, on reasonable notice (or immediately in cases of suspected fraud or material breach), to:

• Request documentation verifying compliance with these Vendor Terms
• Review sales, listing, delivery, and customer service records
• Verify KYC/KYB information and financial details
• Cooperate with payment providers, regulators, or law enforcement in audits or investigations

Failure to cooperate with an audit is grounds for immediate account suspension or termination.

13. Representations and Warranties

By using the Services as a Vendor, you represent and warrant that:

• You have full legal authority to enter into and perform these Vendor Terms
• All information you provide to DigitivaHub is and will remain accurate, complete, and current
• Your Digital Products and listings comply with all applicable laws and do not infringe any third-party rights
• You are not subject to any sanction, restriction, or legal prohibition that prevents you from operating as a Vendor
• You will promptly notify DigitivaHub of any change that would make any of the above representations inaccurate

14. Indemnification

You agree to defend, indemnify, and hold harmless DigitivaHub and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, damages, liabilities, losses, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your Digital Products, listings, or Content
• Your sale, delivery, or licensing of Digital Products to Buyers
• Any chargeback, dispute, or complaint by a Buyer
• Any IP infringement claim relating to your Digital Products
• Your violation of these Vendor Terms, applicable law, or third-party rights
• Your taxes, regulatory filings, or compliance failures

15. Account Suspension and Termination

15.1 DigitivaHub's Rights

DigitivaHub may immediately suspend, restrict, or terminate your Vendor account, with or without notice, for:

• Violation of these Vendor Terms or any applicable Policies
• Excessive chargebacks, disputes, or fraud indicators
• Failure to cooperate with audits, verifications, or investigations
• Suspected unlawful activity, IP infringement, or consumer harm
• Risk to DigitivaHub's payment processor relationships
• Any reason DigitivaHub deems necessary to protect the platform, Users, or payment partners

15.2 Effects of Termination

Upon termination:

• Your listings will be removed from the platform
• Pending payouts remain subject to Reserves, offsets, and chargebacks
• DigitivaHub may withhold final payouts for up to 180 days to cover post-termination chargebacks and disputes
• Surviving provisions (including IP warranties, indemnification, chargebacks, dispute resolution, and limitation of liability) remain in full force

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGITIVAHUB'S TOTAL LIABILITY TO VENDOR ARISING OUT OF OR RELATING TO THESE VENDOR TERMS WILL NOT EXCEED THE NET PAYOUT AMOUNTS PAID TO VENDOR IN THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

DigitivaHub will not be liable for lost profits, lost revenue, lost data, or any indirect, incidental, special, consequential, or punitive damages.

17. Governing Law and Dispute Resolution

Governing Law: State of Wyoming, United States

Arbitration: Binding individual arbitration under AAA Commercial Rules

Seat: Sheridan County, Wyoming

Class Action Waiver: Applies to fullest extent permitted by law

Small Claims: Allowed where eligible

Notice Period: 30 days written notice required before filing arbitration

18. Changes to Vendor Terms

We may update these Vendor Terms at any time by posting revised terms on the platform. We will provide 14 days' notice for material changes. Continued use of the platform after the effective date constitutes acceptance.

19. Contact Information

Proxima Market LLC
30 N Gould St Ste N
Sheridan, WY 82801
United States

Email: support@digitivahub.com
Website: https://digitivahub.com