Vendor Agreement

Vendor Agreement

1. Introduction and Purpose

This Vendor Agreement ("Agreement") is entered into between you ("Vendor") and TMKR GLOBAL LLC, operating as TheMarket Robo ("Company," "Platform"). This Agreement governs the commercial relationship between the Vendor and the Company for the purpose of listing, selling, and distributing digital trading tools on the TheMarket Robo marketplace.

Agreement Scope

This Agreement covers the onboarding process, revenue sharing, product submission, payment terms, and the mutual obligations of both parties. This Agreement is supplemental to the Vendor Terms of Service and should be read in conjunction with them.

2. Vendor Onboarding Requirements

2.1 Registration and Verification

To become an approved vendor, you must complete the following onboarding process:

2.2 Approval Process

Vendor applications are reviewed and approved at our sole discretion. We reserve the right to reject any vendor application without providing a reason. Approval may take up to 7 business days. We may request additional documentation or information during the review process.

2.3 Ongoing Compliance

Vendors must maintain compliance with all onboarding requirements throughout their tenure on the platform. Updated documents may be requested periodically. Failure to provide updated documentation may result in account suspension.

3. Revenue Split and Commission Rates

Revenue Distribution

The revenue from each sale is distributed between the Vendor and the Platform according to the commission structure defined below. Commission rates may vary based on product type, volume, and promotional arrangements.

3.1 Standard Commission Rate

The Platform retains a commission on each sale as a service fee for providing the marketplace infrastructure, customer acquisition, payment processing, and platform maintenance. The specific commission rate is communicated to you during onboarding and may be updated with at least 30 days' prior written notice.

3.2 Commissioner Referral Commissions

When a sale is attributed to a commissioner referral, an additional referral commission may be deducted from the sale revenue. This referral commission is separate from the platform commission and is paid to the referring commissioner. The combined platform and referral commissions will not exceed the amounts specified in the vendor dashboard.

3.3 Payment Processing Fees

Payment processing fees charged by our payment provider are deducted from the gross sale amount before the revenue split is calculated. These fees are standard third-party charges and are not controlled by the Platform.

4. Product Submission and Review Process

4.1 Submission Requirements

Each product submission must include:

4.2 Review Timeline

We aim to review product submissions within 5-10 business days. Complex products may require additional review time. We may request revisions, additional information, or modifications before approval. Products that fail review must be resubmitted after addressing the identified issues.

4.3 Review Criteria

Products are reviewed against the following criteria:

5. Payout Terms and Schedule

5.1 Payout Frequency

Vendor payouts are processed on a monthly basis. Earnings from a given month are available for payout in the following month, subject to the holding period for chargeback protection (typically 30 days from the sale date).

5.2 Minimum Payout Threshold

Payouts are subject to a minimum threshold amount. If your available balance is below the minimum threshold, the balance will be carried forward to the next payout period. The minimum payout threshold is communicated during onboarding and displayed in your vendor dashboard.

5.3 Payment Methods

Payouts can be received via bank transfer, PayPal, Wise, or Stripe Connect, subject to availability in your country. You are responsible for providing accurate payment details. Payouts sent to incorrect payment details due to vendor error are the vendor's responsibility.

5.4 Holds and Deductions

We may place holds on payouts in the event of suspected fraud, excessive chargebacks, policy violations, or pending disputes. Deductions may be made for chargebacks, refunds (if applicable), adjustments, or fees. You will be notified of any holds or deductions through your vendor dashboard.

6. Exclusivity and Non-Compete

6.1 Non-Exclusive Listing

Unless otherwise agreed in writing, this Agreement is non-exclusive. You may sell your products on other platforms or directly to customers. However, prices listed on our platform should not be higher than prices offered on competing platforms for the same product.

6.2 Platform Customer Protection

You agree not to directly solicit customers who discovered your products through our platform. You may not include links, contact information, or marketing materials in your products (including SDK-integrated or embedded software) that redirect customers away from the platform to purchase directly from you.

7. Confidentiality

Both parties agree to keep confidential any proprietary information disclosed during the course of this Agreement. This includes, but is not limited to, business strategies, commission rates, customer data, sales metrics, and technical implementation details. This obligation survives termination of this Agreement.

8. Vendor Representations and Warranties

As a vendor, you represent and warrant that:

9. Termination and Post-Termination Obligations

9.1 Termination by Either Party

Either party may terminate this Agreement with 30 days' written notice. Immediate termination may occur for material breach, fraud, or violation of law. The Company reserves the right to terminate immediately for violations of the Vendor Terms of Service or this Agreement.

9.2 Post-Termination Obligations

Upon termination of this Agreement:

10. Dispute Resolution

Any disputes arising from this Agreement shall first be addressed through good-faith negotiation between the parties. If the dispute cannot be resolved within 30 days, it shall be submitted to binding arbitration in Tbilisi, Georgia, under the rules of the applicable arbitration body. The language of arbitration shall be English.

11. General Provisions

11.1 Entire Agreement

This Agreement, together with the Vendor Terms of Service, constitutes the entire agreement between the parties regarding the vendor relationship and supersedes all prior negotiations, agreements, and understandings.

11.2 Amendments

This Agreement may be amended by the Company with at least 30 days' notice. Continued use of the vendor platform after the effective date of amendments constitutes acceptance.

11.3 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Independent Contractor

The relationship between the Vendor and the Company is that of independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

12. Contact Information

For questions about this Vendor Agreement, please contact us:

Contact Details

**Email:** support@themarketrobo.com

**Legal Entity:** TMKR Global, LLC

**Address:** Georgia, Tbilisi, Nadzaladevi district, Kursebi street, N 15