PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY REGISTERING AS A VENDOR ON Yellowtail (“THE PLATFORM”), YOU (“THE VENDOR”) AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (“THE AGREEMENT”).
1. DEFINITIONS
1.1 “Marketplace” means Yellowtail, its successors and assigns.
1.2 “Vendor” means any individual or entity registering to offer Products on the Platform.
1.3 “Products” refers collectively to digital goods and digital services offered by the Vendor through the Platform.
1.4 “Buyer” means any individual or entity purchasing Products through the Platform.
1.5 “Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.
2. APPOINTMENT AND LICENSE
2.1 Authorization to Sell: The Marketplace grants the Vendor a non-exclusive, revocable right to sell its Products on the Platform, provided that such Products are lawful, accurately described, delivered within the specified timeframe, and the Vendor complies with the terms of this Agreement.
2.2 License to Use Vendor’s Name and Logo: The Vendor hereby grants the Marketplace a non-exclusive, royalty-free, worldwide license to use the Vendor’s name, trademarks, and logos on the Platform and in any promotional materials for the purpose of identifying the Vendor and promoting the Products.
2.3 Display and Promotion of Products: By submitting Products to the Platform, the Vendor authorizes the Marketplace to display, promote, market, and sell such Products to Buyers.
3. VENDOR OBLIGATIONS
3.1 Compliance with Laws: The Vendor shall ensure that all Products comply with all applicable laws, regulations, and guidelines of the Hong Kong Special Administrative Region (“Hong Kong”), including but not limited to intellectual property laws, consumer protection laws, and data protection regulations.
3.2 Accuracy of Information: The Vendor warrants that all information provided about the Products is accurate, complete, and not misleading.
3.3 Product Delivery: The Vendor is responsible for delivering the Products to Buyers as described and within the agreed-upon timeframe.
3.4 Taxes and Fiscal Obligations: The Vendor is solely responsible for reporting and remitting any taxes, duties, or other governmental levies arising from the sale of Products, excluding sales taxes collected and remitted by the Marketplace on behalf of the Vendor.
3.5 Liability for Refunds and Disputes: The Vendor shall be liable for all refunds, chargebacks, frauds, and disputes related to the Products, except where it can be proven that the Marketplace is at fault.
3.6 Second-Line Support: The Vendor agrees to provide second-line customer support to Buyers upon referral from the Marketplace.
3.7 Data Protection: The Vendor shall take all reasonable measures to protect Buyer data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and any other applicable data protection laws in Hong Kong.
3.8 Confidentiality: The Vendor shall maintain the confidentiality of any Confidential Information received from the Marketplace and shall not disclose it to any third party except as required by law or to fulfill its obligations under this Agreement.
4. MARKETPLACE OBLIGATIONS
4.1 Payment Processing: The Marketplace shall be responsible for processing payments from Buyers, including the collection and remittance of any applicable sales taxes.
4.2 Payment to Vendor: The Marketplace shall remit to the Vendor the sale price of the Products, less any applicable fees as determined by the Marketplace at its sole discretion.
4.3 First-Line Support: The Marketplace shall provide first-line customer support to Buyers and may refer issues to the Vendor as second-line support.
4.4 Data Protection: The Marketplace shall comply with all applicable data protection laws in Hong Kong and shall implement reasonable security measures to protect Buyer data.
5. FEES AND PAYMENT TERMS
5.1 Pricing of Products: The Vendor shall set the sale price for each Product offered on the Platform.
5.2 Marketplace Fee: The Marketplace shall deduct a fee from each sale, which fee shall be determined by the Marketplace at its sole discretion. The fee structure may be amended by the Marketplace upon providing notice to the Vendor.
5.3 Payment Schedule: Payments to the Vendor shall be made in accordance with the Marketplace’s standard payout schedule, subject to any holds or reserves as stipulated in this Agreement.
5.4 Security Reserve: The Marketplace reserves the right, at its sole discretion, to hold a portion of the Vendor’s sales proceeds as a security reserve in cases of suspicious activity, fraud, chargebacks, or abnormal refund rates.
5.5 Withholding Payments: In the event of termination or material breach of this Agreement by the Vendor, the Marketplace may withhold payments for up to one hundred eighty (180) days to cover any potential liabilities.
6. TERMINATION AND SUSPENSION
6.1 Termination by Vendor: The Vendor may terminate this Agreement at any time by providing written notice to the Marketplace. Such termination shall be effective upon confirmation of receipt by the Marketplace.
6.2 Termination by Marketplace: The Marketplace may, at its sole discretion, suspend or terminate the Vendor’s account and this Agreement immediately without notice if the Vendor materially breaches any term of this Agreement or engages in criminal, fraudulent, or dangerous activities.
6.3 Effect of Termination: Upon termination, all of the Vendor’s Products shall be removed from the Platform immediately. The Marketplace may retain a security reserve as stipulated in Clause 5.4.
7. LIABILITY AND INDEMNIFICATION
7.1 Limitation of Liability: To the maximum extent permitted by law, the Marketplace shall not be liable to the Vendor for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this Agreement, including but not limited to loss of profits, revenue, goodwill, or data.
7.2 Vendor’s Indemnity: The Vendor agrees to indemnify, defend, and hold harmless the Marketplace, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in connection with: a) The Vendor’s breach of this Agreement; b) The Vendor’s violation of any applicable laws or regulations; c) Any claim that the Vendor’s Products infringe upon any intellectual property rights or other rights of any third party; d) Any fraud, intentional misconduct, or negligence by the Vendor.
7.3 Marketplace’s Liability Cap: In any event, the total aggregate liability of the Marketplace under this Agreement shall not exceed the total fees earned by the Marketplace from the Vendor in the six (6) months preceding the claim.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Vendor’s Intellectual Property: The Vendor retains all intellectual property rights in and to the Products, subject to the licenses granted to the Marketplace herein.
8.2 Marketplace’s Intellectual Property: All intellectual property rights in the Platform and any materials provided by the Marketplace are and shall remain the exclusive property of the Marketplace.
8.3 Infringement Claims: The Vendor shall promptly notify the Marketplace of any infringement or potential infringement of intellectual property rights related to the Products.
9. CONFIDENTIALITY
9.1 Confidential Information: Each party agrees not to disclose any Confidential Information of the other party to any third party, except as required by law or necessary to perform its obligations under this Agreement.
9.2 Return or Destruction: Upon termination of this Agreement, each party shall, upon request, return or destroy all Confidential Information of the other party.
10. DISPUTE RESOLUTION
10.1 Negotiation: In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations.
10.2 Mediation: If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to mediation administered by the Hong Kong Mediation Council (“HKMC”) in accordance with its Mediation Rules.
10.3 Arbitration: If the dispute remains unresolved after mediation, it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force at the time of the arbitration. a) The seat of arbitration shall be Hong Kong. b) The arbitration proceedings shall be conducted in English. c) The number of arbitrators shall be one, appointed in accordance with the HKIAC Rules.
10.4 Binding Decision: The arbitral award shall be final and binding upon both parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
11. GOVERNING LAW
11.1 Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
11.2 Jurisdiction: Subject to Clause 10, the parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for the purposes of enforcing any arbitration award.
12. MISCELLANEOUS PROVISIONS
12.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral.
12.2 Amendments: The Marketplace may amend this Agreement at any time by providing notice to the Vendor via email or through the Platform. The Vendor’s continued use of the Platform after such amendments constitutes acceptance of the new terms.
12.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
12.4 No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.
12.5 Assignment: The Vendor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Marketplace. The Marketplace may assign its rights and obligations without the Vendor’s consent.
12.6 Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, and natural disasters.
12.7 Notices: All notices and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by registered mail, or by courier to the respective addresses of the parties.
13. RIGHT TO REFUSE SERVICE
13.1 Sole Discretion: The Marketplace reserves the right, at its sole discretion, to refuse service to any Vendor, to reject any Product, or to refuse service to any Buyer for any reason.
14. LIABILITY LIMITATION
14.1 Maximum Limitation: To the fullest extent permitted by law, the Marketplace’s total liability to the Vendor for any claim arising out of or relating to this Agreement shall not exceed the amount of fees paid by the Vendor to the Marketplace in the twelve (12) months preceding the event giving rise to the claim.
15. DATA PROTECTION AND PRIVACY
15.1 Compliance with Data Protection Laws: Both parties shall comply with their respective obligations under the Personal Data (Privacy) Ordinance (Cap. 486) and any other applicable data protection laws.
15.2 Data Security Measures: Each party shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
16. CONFIDENTIALITY OF FEES AND SENSITIVE INFORMATION 16.1 Non-Disclosure of Fees: The Vendor shall not disclose the fee structure or any other sensitive information provided by the Marketplace to any third party, except as required by law or to fulfill its obligations under this Agreement.
17. SECURITY RESERVE AND HOLDS
17.1 Right to Hold Funds: The Marketplace may, at its sole discretion, initiate holds or reserves on the Vendor’s account in cases of suspicious activities, fraud, excessive chargebacks, or abnormal refund patterns.
17.2 Notification: The Marketplace shall notify the Vendor of any such holds or reserves, specifying the reasons and the amount held.
18. TERMINATION BY VENDOR
18.1 Vendor’s Right to Terminate: The Vendor may terminate this Agreement at any time by providing written notice to the Marketplace, subject to the Marketplace’s right to hold funds as stipulated in Clause 5.5.
19. REPRESENTATIONS AND WARRANTIES
19.1 Mutual Warranties: Each party represents and warrants that it has the legal right and authority to enter into this Agreement and to perform its obligations hereunder.
19.2 Vendor’s Warranties: The Vendor further represents and warrants that: a) The Products do not infringe upon any intellectual property rights or other rights of any third party; b) The Vendor has all necessary rights and licenses to sell the Products on the Platform; c) The Vendor shall comply with all applicable laws and regulations.
20. NO PARTNERSHIP OR AGENCY
20.1 Independent Contractors: Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Each party is an independent contractor.
BY REGISTERING AS A VENDOR ON THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.
