VENDOR TERMS

Last Updated: March 4, 2026
Operated by: Proxima Market LLC

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

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
DigitivaHub operates on a 30% flat Platform Fee model. This fee covers all costs of operating the platform, including payment processing, PSP infrastructure, fraud protection, affiliate tracking software, card payouts, and platform operations.

• DigitivaHub Platform Fee (30%): Deducted from the Buyer's gross payment. No hidden processing fees are added.
• Vendor Pool (70%): The remaining 70% of the gross sale from which your earnings and any Affiliate commissions are paid.
• Affiliate Commission: Variable. You determine the percentage of the Vendor Pool you wish to pay Affiliates for promoting your product.
• Vendor Hold (10%): 10% of your specific share of the Vendor Pool is held for 60 days per transaction as a reserve against refunds and chargebacks.

7.2 Sale Breakdown Example — $1,000 Sale | Affiliate gets 70% of Vendor Pool

7.3 Sale Breakdown Example — $1,000 Sale | NO Affiliate

8. Payouts and Vendor Hold

8.1 Payout Schedule

• First-ever payout: 45 days after your first qualifying sale on the platform.
• Ongoing payouts: Every 31st of the month for all cleared sales that month.
• Minimum payout threshold: $100 available balance.
• DigitivaHub is not responsible for delays caused by banking institutions, payment providers, or incorrect payout details provided by Vendor.

8.2 Vendor Hold (10% — 60 Days)

• DigitivaHub withholds 10% of your earnings per transaction as a Vendor Hold.
• The Hold is retained for 60 days from the specific transaction date to cover potential refunds or chargebacks.
• After 60 days with no active chargebacks or refunds, the Hold amount is automatically released and included in your next scheduled payout (the 31st of the month).
• Note: This hold applies ONLY to the Vendor's share of earnings, not to Affiliate commissions.

8.3 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 exceeding your held funds
• 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

9. Chargebacks, Refunds, and Disputes

9.1 Refund and Chargeback Processing Fee — $50
Every approved refund or chargeback, regardless of outcome, incurs a $50.00 processing fee charged directly by the banking and payment network.

• This fee is non-negotiable, non-refundable, and deducted automatically.
• It is a direct pass-through cost; DigitivaHub does not profit from this fee.
• This fee, along with the refunded amount, is deducted first from your pending Vendor Hold. If your Vendor Hold is insufficient, it will be deducted from your available balance or future payouts.

9.2 DigitivaHub as Merchant of Record (MOR)
As the Merchant of Record, DigitivaHub manages all chargebacks and payment disputes on your behalf.

• DigitivaHub's decision on whether to contest a chargeback is final.
• You must respond to DigitivaHub's requests for evidence (order details, delivery confirmation, etc.) within 3 business days. Failure to do so forfeits your right to contest the dispute.

9.3 Chargeback Recovery — When DigitivaHub Wins
When DigitivaHub successfully contests a chargeback and funds are restored, a Chargeback Recovery Fee applies. DigitivaHub retains 70% of the recovered amount to cover the operational costs and risks of representment.

Recovery Split Example (on $1,000):

• DigitivaHub: 70% ($700)
• Affiliate: 20% ($200)
• Vendor: 10% ($100)

If no Affiliate was involved, the Vendor receives the full remaining 30% ($300).

9.4 Lost Chargeback
If a chargeback is lost or uncontested, the full Transaction amount is reversed. Your Vendor Hold for that Transaction is applied, and any payout already disbursed will be clawed back from your account balance.

9.5 Excessive Disputes
If your refund rate exceeds 10% or your chargeback rate exceeds 1% of transactions:

• Payouts may be suspended pending investigation
• Your Vendor Hold percentage and duration may be increased
• Your account may be suspended or permanently terminated

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 regulators or law enforcement in audits or investigations
• Failure to cooperate with an audit is grounds for immediate account suspension.

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

14. Indemnification

You agree to defend, indemnify, and hold harmless Proxima Market LLC 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, refunds, 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

15.2 Effects of Termination
Upon termination:

• Your listings will be removed from the platform
• Pending payouts remain subject to Holds, offsets, and chargebacks
• DigitivaHub may withhold final payouts for up to 90 days to cover post-termination chargebacks and disputes
• Surviving provisions 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

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