ZADAX STORE MARKETPLACE SELLER AGREEMENT
Last Updated: 23.02.2026
This Marketplace Seller Agreement (“Agreement”) is entered into between the user who wishes to publish digital content on the Zadax Store (“Platform”) (the “Seller”) and the Platform. Every user who publishes content on the Platform is deemed to have accepted this Agreement.
1. SUBJECT AND SCOPE OF THE AGREEMENT
This Agreement determines the rights and obligations of the parties regarding the publication of Digital Content by the Seller on the Platform, the licensing of these contents to Buyers, and the sales, commission, and payment models to be implemented in the future. Every User who uses the "Seller" panel or uploads content on the Platform is considered a party to this Agreement.
2. SELLER STATUS
- 2.1 Independence: The Seller is an independent professional acting on their own behalf and account. No partnership, employer-employee, representation, or agency relationship exists between the Seller and the Platform.
- 2.2 Professional Declaration: The Seller declares that they use the Platform for commercial or professional purposes, that the content they upload possesses technical sufficiency, and that they are or will be registered with the relevant tax office if necessary for these activities.
- 2.3 Responsibility for Own Activities: The Seller is personally responsible for the content, accuracy, support processes of the products they offer, and the technical communication they establish with the Buyer.
3. INTELLECTUAL PROPERTY AND CLEAN CONTENT GUARANTEE
- 3.1 Ownership: The Seller undertakes that all Digital Contents (code, algorithm, design, spreadsheet, etc.) they upload belong to them or that they possess all necessary legal rights and sub-licensing authorities to license these contents through the Platform.
- 3.2 Open Source and Third-Party Libraries: If the Seller uses open-source libraries (GPL, MIT, Apache, etc.) or third-party components in their content, they guarantee that this use fully complies with the relevant license terms and does not restrict the Buyer’s usage rights.
- 3.3 Authority in Case of Infringement: In the event of a copyright infringement claim from a third party, Zadax may:
- Immediately remove the content from publication.
- Block the Seller’s accrued earnings (if any) until the dispute is resolved.
- Permanently terminate the Seller’s account.
- 3.4 Liability: Any compensation, administrative fine, and legal cost (including attorney fees) that Zadax may have to pay due to copyright infringement shall be collected from the Seller by way of recourse.
4. CONTENT RESPONSIBILITY AND PRODUCT STANDARDS
- 4.1 Technical Accuracy and Declaration: The Seller undertakes that the Digital Content they upload fully performs all technical functions specified on the description page. They are obliged to clearly state the software versions (e.g., Excel 365, Python 3.10, etc.) and library requirements necessary for the use of the product in a way that does not mislead the Buyer.
- 4.2 Security and Malicious Code: The Seller guarantees that the content does not contain any viruses, trojans, spyware, "backdoors," or any malicious code that would damage the Buyer’s system or data. Violation of this obligation leads to the Seller’s legal and criminal liability.
- 4.3 Compliance with Engineering Standards: The Seller declares they make reasonable efforts to ensure that the formulas, algorithms, and technical data used in calculation tools comply with current engineering standards (TS, EN, ISO, etc.) or scientific literature. However, Zadax is not obliged to audit the technical error-freeness or suitability of these contents for every project.
- 4.4 Content Audit and Rejection: Zadax has the right to subject uploaded contents to a preliminary review before or after publication and to reject, suspend, or delete the content on the grounds of insufficient technical quality or violation of community rules. Approval by Zadax does not eliminate the Seller’s responsibility regarding the technical accuracy or legal faultlessness of the Product.
- 4.5 Obligation to Update: The Seller is obliged to resolve critical technical errors detected in the Product. If the Seller fails to correct the faulty product, Zadax may remove the product from publication and, if necessary, operate refund processes to the Buyer and offset the amount from the Seller.
5. LICENSE AND USAGE RIGHTS
- 5.1 Authority Granted to the Platform: The Seller grants Zadax a worldwide, non-exclusive, royalty-free, and sub-licensable right of use for the purposes of listing, categorizing, presenting previews to Buyers, and using the content for the promotion of the Platform (social media, advertisements, etc.).
- 5.2 Authorization to License to Buyers: The Seller authorizes Zadax to license Digital Contents to Buyers through the Platform within the framework of the Terms of Service and the product-specific EULA. The license relationship between the Buyer and the Seller is deemed established at the moment the Buyer accesses the product.
- 5.3 Protection of Ownership: This Agreement does not mean that ownership rights or copyrights over the Digital Content are transferred to Zadax. The Seller reserves all intellectual property rights over the product.
- 5.4 Removal of Content and Past Licenses: The Seller may remove their Digital Content from the Platform at any time. However:
- (a) Removal of content does not terminate the usage rights of Buyers who licensed (purchased/acquired) the product before that date.
- (b) Zadax may continue to store a copy of the content on its own servers (privately) to ensure Buyers' access to previously acquired content.
- 5.5 Right of Promotion: The Seller allows the use of Product images or operational videos by Zadax in marketing materials to increase the brand value of the Platform.
6. FEES AND COMMISSION MODEL
- 6.1 Change in Service Model: The Seller accepts that the Platform may allow free content publication for now, but Zadax reserves the right to monetize certain categories, charge a "listing fee," or deduct a "commission" from content sales at any time.
- 6.2 Sale Price and Commission: When paid content is licensed:
- (a) Gross Sale Price: The sales price determined by the Seller (or agreed upon with Zadax).
- (b) Platform Service Fee (Commission): The deduction Zadax will make over the sale price based on a percentage or fixed amount it determines.
- (c) Transaction Costs: Transaction fees collected by third-party payment providers (Iyzico, Stripe, etc.) and legal taxes may be offset from the Seller’s earnings.
- 6.3 Accrued Earnings and Payout Period: The Seller’s earnings shall be transferred to the IBAN number declared by the Seller following the Buyer’s payment and the expiration of legal refund/objection periods (if any). Zadax has the right to unilaterally change payout periods (e.g., T+7, T+14, monthly, etc.) and minimum payout limits by announcing them on the Platform.
- 6.4 Discount and Campaign Authority: Zadax has the authority to apply reasonable discounts or define promotions on Product prices without obtaining individual consent from the Seller to increase traffic, acquire new users, or evaluate seasonal periods (Black Friday, etc.). The Seller accepts these automatic discounts in advance.
7. TAX OBLIGATIONS
- 7.1 Seller’s Responsibility: The Seller is personally responsible for all taxes (VAT, Income Tax, Withholding Tax, etc.), duties, fees, and other financial obligations arising from sales and licensing activities performed through the Platform.
- 7.2 Invoicing Process: The responsibility for issuing the product/license invoice to be cut for the Buyer belongs to the Seller; Zadax does not issue invoices to the Buyer on behalf of the Seller. Zadax only issues an invoice to the Seller for the brokerage service (commission/platform fee) it provides.
- 7.3 Data Sharing: Zadax is obliged to report the Seller’s identity information, income obtained through the Platform, and transaction details to relevant tax offices or official institutions if requested by authorized authorities pursuant to applicable legislation.
- 7.4 Right of Recourse: In the event that Zadax faces any administrative fine or tax assessment due to the Seller’s failure to fulfill tax obligations or making faulty declarations, Zadax has the right to recourse all amounts paid (including interest and penalties) to the Seller and offset them from the Seller’s accrued earnings.
8. PROHIBITED CONTENT AND ACTIVITIES
- 8.1 General Prohibitions: The Seller undertakes that contents and descriptions uploaded to the Platform shall not be contrary to the laws of the Republic of Turkey, general morality, public order, or the personal rights of third parties.
- 8.2 Specific Prohibited Contents: The following are strictly prohibited:
- (a) Intellectual Property Infringement: Unlicensed, copied, or "stolen" code, scripts, and documents.
- (b) Malicious Software: Any code providing unauthorized access to systems.
- (c) Misleading Engineering Tools: Tools that obviously contradict scientific facts or carry the phrase "officially approved" despite having no such approval.
- (d) Spam and Advertising: Off-platform commercial advertisements or irrelevant referral links hidden inside files.
- (e) PII Disclosure: Files containing confidential information or personal data belonging to third parties.
- 8.3 Authority to Intervene: Zadax has the right to remove from publication, permanently delete, and prevent the Seller from uploading new content for any content that violates or is suspected of violating these articles without prior notice.
9. ACCOUNT SUSPENSION AND TERMINATION
- 9.1 Zadax’s Termination Authority: Zadax may temporarily suspend the Seller’s account or terminate the Agreement unilaterally and without compensation in cases of:
- Violation of obligations in this Agreement, TOS, or EULA.
- Uploading "Prohibited Content".
- Excessive complaints from Buyers or persistent low technical quality.
- Actions damaging the brand value of the Platform.
- 9.2 Financial Sanctions and Blocking: If the Agreement is terminated due to the Seller’s fault, Zadax has the right to block the Seller’s accrued earnings for a reasonable period (e.g., 90 - 180 days) to cover possible refund claims, chargeback risks, and legal compensation processes.
- 9.3 Effect of Termination and Past Licenses: Termination of the Agreement does not terminate the usage rights (licenses) of Buyers who legally acquired the Product before that date.
10. INDEMNITY AND RIGHT OF RECOURSE
- 10.1 Seller’s Indemnification Obligation: The Seller agrees to indemnify Zadax, its affiliates, and employees against any direct or indirect damages, losses, and costs (including reasonable attorney fees and expert report fees) arising from:
- Intellectual property infringement claims.
- Damages suffered by Buyers due to technical defects or misleading statements.
- Administrative fines imposed on Zadax due to the Seller’s tax failures or prohibited activities.
- 10.2 Defense Right and Cooperation: Zadax has the right to undertake the defense itself or appoint a law firm of its choice. The Seller is obliged to provide all information and technical support requested by Zadax during this process.
- 10.3 Offset Authority: Zadax has the right to offset (deduct) compensation claims arising under this article from the Seller’s current or future accrued earnings without the need for any notice or approval.
11. LIMITATION OF LIABILITY
- 11.1 "As-Is" Basis: Zadax provides the Platform and technical infrastructure on an “as-is” basis and makes no guarantee that the Platform will meet the Seller’s commercial expectations (sale volume, popularity, etc.).
- 11.2 Indirect and Commercial Damages: Zadax cannot be held liable for loss of profit, data loss, or loss of commercial reputation arising from the use or inability to use the Platform.
- 11.3 Liability Cap: Zadax’s total financial liability towards the Seller is limited to the total net commission/service fee collected by Zadax from this Seller within the last 3 (three) months prior to the date the dispute arose. If the platform is free, Zadax has no compensation liability.
12. DISPUTE RESOLUTION AND EVIDENCE AGREEMENT
- 12.1 Governing Law: This Agreement is subject to the laws of the Republic of Turkey.
- 12.2 Competent Courts: Ankara (Central) Courts and Execution Offices are exclusively authorized.
- 12.3 Evidence Agreement: Digital records, system logs, transaction history on the Seller panel, and e-mail correspondences on Zadax’s servers shall constitute definitive, binding, and exclusive evidence.
- 12.4 Prevailing Language: This Agreement is prepared in Turkish. Translations are for convenience only; in case of conflict, the Turkish text shall prevail.
13. RIGHT TO AMEND AND GENERAL PROVISIONS
Zadax has the right to unilaterally change this Agreement and its commercial policies at any time. Updated agreements become effective upon publication on the Platform. Significant commercial changes (commission rates, etc.) are notified via in-platform notification or e-mail. The Seller may not transfer their rights under this Agreement to anyone else without Zadax’s written consent.