Marketplace Vendor Agreement

1Scope and Acceptance

This Marketplace Vendor Agreement applies to any individual or entity that offers software bundles, deployment packages, model adapters, integrations, templates, or related materials through the Veklom Marketplace.

By creating a vendor profile, uploading a bundle, submitting a listing for review, or accepting payout proceeds, Vendor agrees to this Agreement, the Terms of Service, the Acceptable Use Policy, and the Software License Agreement where applicable.

2Vendor Account and Eligibility

Vendor must be legally capable of entering into binding agreements and must provide accurate entity, contact, and payout information.

• Vendor must maintain an active, paid vendor-capable Veklom workspace or other approved commercial relationship with Veklom.
• Vendor is responsible for all activity under its vendor account, including actions taken by employees, contractors, or agents.
• Veklom may require identity verification, tax documentation, beneficial ownership information, or security review materials before approving a vendor account or releasing payouts.

3Listings and Submission Standards

Every listing submitted to the Marketplace must be accurate, non-misleading, and operationally supportable.

1. Vendor must accurately describe what the listing does, what dependencies it requires, and what customer environments it supports.
2. Vendor must not claim certifications, compliance posture, security review, customer count, or production guarantees that it cannot substantiate on request.
3. Vendor must not upload malware, credential harvesters, destructive code, hidden network beacons, undeclared telemetry, or code intended to bypass licensing, billing, or tenant isolation controls.
4. Vendor must not submit content that infringes third-party intellectual property rights or violates export controls, sanctions laws, privacy laws, or regulated-data handling requirements.

4Content, IP, and License to Veklom

Vendor retains ownership of its original listing materials, bundles, documentation, and branding, subject to the rights granted in this Agreement.

Vendor grants Veklom a worldwide, non-exclusive, royalty-free license during the term of this Agreement to host, cache, reproduce, display, market, review, and distribute Vendor's listing materials as necessary to operate and promote the Marketplace.

Vendor represents that it has all rights necessary to publish the submitted content and to grant the foregoing license.

5Security, Compliance, and Customer Claims

Vendor is solely responsible for the security, legal accuracy, documentation accuracy, and regulatory claims of its listings.

• If a listing is described as HIPAA-ready, sovereign, on-prem, compliant, or regulated-team suitable, Vendor must be able to substantiate that statement.
• Vendor is responsible for customer-facing support promises, implementation constraints, and any operational consequences of installing or using the listing.
• Vendor must promptly disclose material vulnerabilities, malicious package contamination, secret leakage, or serious compliance defects affecting distributed listings.

6Pricing, Fees, Taxes, and Payouts

Vendor sets its listing price subject to any marketplace format or pricing controls published by Veklom.

Unless otherwise agreed in writing, Veklom may deduct marketplace fees, payment processing fees, refunds, chargebacks, taxes required to be collected or remitted, and fraud-loss offsets from gross transaction proceeds before payout.

Vendor is solely responsible for all taxes arising from its marketplace income, including income tax, sales tax, VAT, GST/HST, withholding, and local reporting obligations, except to the extent Veklom is legally required to collect or remit taxes as marketplace facilitator.

7Support and Maintenance Duties

Vendor is responsible for support, documentation quality, update quality, and version compatibility of its listings unless the listing page expressly states otherwise.

• Vendor must maintain a commercially reasonable response channel for buyer issues.
• Vendor must remove or patch critical defects and known severe vulnerabilities within a commercially reasonable period after discovery.
• Vendor must keep download artifacts and installation guidance aligned with the listing description.

8Enforcement, Suspension, and Removal

Veklom may suspend vendor access, hold payouts, unlist products, or terminate this Agreement immediately if Vendor:

1. Violates this Agreement or the platform legal terms;
2. Publishes misleading or dangerous listings;
3. Introduces malware, undeclared telemetry, backdoors, or prohibited content;
4. Fails to cure material buyer-harm issues after notice where cure is feasible;
5. Becomes subject to sanctions, fraud investigations, repeated chargebacks, or material trust failures.

9Vendor Warranties

Vendor represents and warrants that:

• it has authority to enter into this Agreement;
• its listing materials and code do not knowingly violate applicable law or third-party rights;
• its submissions do not knowingly contain malicious code, hidden credential exfiltration, or undisclosed remote-control functionality;
• its descriptions, screenshots, compliance claims, and operational statements are materially accurate.

EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, THE MARKETPLACE AND ALL VENDOR DISTRIBUTION CHANNELS ARE PROVIDED "AS IS," AND VEKLOM MAKES NO GUARANTEE OF SALES VOLUME, DISCOVERABILITY, TRAFFIC, OR CUSTOMER CONVERSION.

10Indemnity and Liability

Vendor will defend, indemnify, and hold harmless Veklom, its affiliates, and its personnel from third-party claims arising from Vendor listings, Vendor documentation, Vendor support promises, infringement allegations related to Vendor materials, security incidents caused by Vendor submissions, tax non-compliance by Vendor, or Vendor's breach of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VEKLOM WILL NOT BE LIABLE FOR LOST PROFITS, LOST SALES, LOST DATA, INDIRECT DAMAGES, OR CONSEQUENTIAL DAMAGES ARISING FROM MARKETPLACE PARTICIPATION. VEKLOM'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE MARKETPLACE FEES RETAINED BY VEKLOM FROM VENDOR'S SALES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11Term and Termination

This Agreement begins when Vendor first creates or uses a vendor account and continues until terminated by either party.

Vendor may terminate this Agreement by closing its vendor account and ceasing submission of listings, but outstanding buyer obligations, chargeback exposure, payout reconciliations, tax obligations, and indemnity obligations survive.

Veklom may terminate this Agreement immediately for cause, or for convenience on written notice if it discontinues the Marketplace or materially changes the platform program.

12General Terms

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the courts of Ontario for disputes arising from this Agreement.

This Agreement, together with any applicable marketplace program terms, payout processor terms, and incorporated legal pages, forms the entire agreement between Vendor and Veklom regarding marketplace participation.