KIRITO GAMING — Marketplace & Product Listing Terms

Applies to: every Creator who submits a design, lists a Product, or sells through the Kirito Gaming creator marketplace.

Last updated: [DATE] Version: 1.0

Note for the site owner — delete this block before publishing. Fields to complete: [LEGAL ENTITY NAME], [LEGAL EMAIL], [COUNTRY], [COURTS], [NOTICE PERIOD], [AMOUNT AND CURRENCY], [DATE], [YEAR]. Confirm with your fulfilment provider who the seller of record is, and align section 8 with that answer. Consider requiring creators to tick a separate checkbox for section 5 at upload, not just accept these terms once at signup.

1. Scope and how these terms fit together

These Marketplace & Product Listing Terms (the Marketplace Terms) are additional terms between you and [LEGAL ENTITY NAME] ("Kirito Gaming", "we", "us").

They apply on top of the Kirito Gaming Terms & Conditions (Platform Use) (the Platform Terms). Defined terms used here have the meaning given in the Platform Terms unless stated otherwise. Where these Marketplace Terms conflict with the Platform Terms in relation to marketplace activity, these Marketplace Terms prevail.

You accept these Marketplace Terms when you first submit a Design, and you re-confirm them each time you publish a Product listing.

Additional definitions:

| Term | Meaning | | --- | --- | | Design | Any artwork, graphic, illustration, photograph, logo, typography, pattern, 3D asset, text or other creative material you submit for use on a Product. | | Product | An item of merchandise or other good made available for sale using your Design. | | Listing | The public offer of a Product, including its title, description, images, tags and price. | | Third-Party Material | Anything in a Design that you did not create entirely yourself — including stock assets, fonts, brushes, textures, mockups, photographs, AI-generated output, commissioned work, and any pre-existing character, logo, name or brand. | | Fulfilment Provider | The third party that manufactures and/or processes, ships and services orders — to be announced before the shop goes live. |

2. Our role

2.1 We are a listing and design platform. We provide the tools that let you submit Designs, configure Products and publish Listings. We are not your agent, partner, employer or joint author.

2.2 Fulfilment. Manufacture, payment processing, shipping, returns and customer service for Products are handled by the Fulfilment Provider. The seller of record for each transaction is identified at checkout. You must comply with the Fulfilment Provider's own seller and content policies as they apply to your Products, and a breach of those policies is also a breach of these Marketplace Terms.

2.3 No pre-clearance. We may review Designs before publication, but any review we carry out is limited, discretionary, and for our own purposes. We do not conduct copyright, trademark or design searches, and we do not verify your licences. Approval of a Design is not a confirmation that it is lawful, original, or cleared for commercial use, and you may not rely on it as such. Responsibility for clearance rests entirely with you.

2.4 No guarantee. We do not guarantee that any Design will be approved, that any Product will be produced, that any Listing will remain available, or that any sales will result.

3. Eligibility to list

To submit Designs and publish Listings you must:

1. Hold an approved Creator Account in good standing;
2. Be 18 or over, or have verifiable parental or guardian consent with that parent or guardian named as payee;
3. Have provided any identity, tax and payout information we or the Fulfilment Provider require;
4. Comply with all laws applicable to you as a seller, including business registration, consumer protection, product safety, labelling and tax obligations in your own country.

4. Submitting a Design

4.1 Specifications. Designs must meet the file format, resolution, colour profile and print-area specifications published in your creator dashboard. We may reject or request changes to Designs that do not meet them.

4.2 Accuracy of submission. For each Design you must, where we ask for it, disclose:

• whether the Design contains any Third-Party Material;
• the source of any Third-Party Material and the licence you hold for it;
• whether any part of the Design was generated using an AI tool, and which tool;
• whether the Design was created by, or with, anyone other than you.

Providing false or incomplete information in this process is a serious breach of these Marketplace Terms.

4.3 Record-keeping. You must keep evidence of your rights to every element of every Design — licence certificates, receipts, order numbers, written assignments, model and property releases, and correspondence granting permission — for at least [three (3)] years after the Product is last sold. You must provide this evidence to us within [five (5)] business days of a written request. Failure to do so entitles us to remove the Listing and withhold related earnings pending resolution.

5. Your intellectual property responsibilities

This section is the core of these Marketplace Terms. Read it carefully.

5.1 The basic rule

You are solely and fully responsible for clearing every right in every Design you submit. You must either own each element outright, or hold a valid, current, written licence that permits its use in the way these Marketplace Terms require — including reproduction on physical merchandise that is manufactured, marketed and sold commercially, worldwide, in unlimited quantities, by us and by our Fulfilment Provider.

5.2 Your warranties

You represent and warrant, for every Design and Listing, on each occasion you submit or publish it, that:

1. Ownership or licence. You are the sole author and owner of the Design, or you hold all rights and licences necessary to grant the licence in section 6 and to permit the manufacture and commercial sale of the Product.
2. Commercial scope. Every licence you rely on expressly permits commercial use on merchandise for resale. You have specifically verified this — you have not assumed it.
3. No infringement. The Design and Listing do not infringe any third party's copyright, moral rights, trademark, trade dress, design right, database right, patent, trade secret, right of publicity, privacy right or any other right, anywhere the Product will be sold.
4. No contractual breach. Publishing the Design does not breach any agreement you are party to — including agreements with games publishers, esports organisations, teams, sponsors, talent agencies, networks, record labels, or other streaming or merchandise platforms.
5. Accuracy. All statements in your Listing about the Product, its materials, its origin and its licensing status are accurate and not misleading.
6. Lawfulness. The Design and Product comply with all applicable laws in the territories where they are offered, including advertising, product safety, labelling and consumer protection law.

5.3 Specific categories you must clear

The following require particular attention. In each case, the responsibility is yours.

(a) Stock assets. Stock images, vectors, illustrations, textures, patterns, icons, mockups and 3D models are usually supplied under a standard licence that prohibits print-on-demand or resale on merchandise. Standard licences from the major stock libraries are generally not sufficient. You must hold an extended, enhanced or merchandise licence where one is required, and you must comply with any print-run limits it imposes.

(b) Fonts and typefaces. A font installed on your computer, bundled with software, or downloaded free is not automatically licensed for merchandise. Many desktop font licences exclude use in products for sale, and many "free for personal use" fonts exclude all commercial use. You must hold a font licence that covers commercial merchandise, and you must comply with any restrictions on modification, outlining or embedding.

(c) Brushes, actions, presets, templates and generators. Third-party brushes, Procreate sets, Photoshop actions, LUTs, design templates and pattern generators often carry their own restrictions on resale of the resulting output. Check and comply with them.

(d) AI-generated content. If any part of a Design was produced using a generative AI tool, you warrant that: you complied with that tool's terms of service; the tool's terms grant you sufficient rights to use the output commercially on merchandise; the output does not reproduce, imitate or derive from any identifiable protected work, character, brand or living artist's distinctive style in a way that infringes their rights; and you have disclosed the use of AI to us where asked. You acknowledge that AI output may not attract copyright protection in some jurisdictions, and that you may therefore be unable to prevent others from using it.

(e) Game and franchise IP. Characters, logos, weapons, skins, maps, UI elements, catchphrases, fonts, sounds and distinctive visual styles from video games, anime, films, comics, TV series and other franchises are protected. Fan art is not automatically permitted, and non-commercial fan-art tolerance by a rights holder does not extend to merchandise sales. You must hold a written licence from the rights holder, or the Design must be genuinely original and not a derivative work, and must not create a likelihood of confusion as to endorsement or affiliation.

(f) Trademarks and brands. Do not use third-party names, logos, slogans, product get-up or team badges — including esports organisations, hardware brands, energy drink brands and streaming platforms — unless you hold written permission. Descriptive or nominative references may be permissible in narrow circumstances, but the risk of getting this wrong sits with you.

(g) Real people. If a Design includes the name, image, likeness, voice, signature, caricature, catchphrase or other identifying characteristic of a real person — including other creators, streamers, athletes, celebrities and members of the public — you must hold a signed release or licence from that person (or their estate, where applicable). Photographs also require a licence from the photographer, which is a separate right from the subject's consent.

(h) Commissioned and collaborative work. If you paid an artist, designer or agency to create the Design, payment alone does not transfer copyright in most jurisdictions. You must hold a written assignment or a licence broad enough to cover everything in section 6. If the Design was created collaboratively, you warrant that every contributor has agreed to its commercial use on the Product and to your grant of the licence in section 6, and that you have authority to act for all of them.

(i) Music and audio. Where a Product includes audio (for example a scannable track, an NFC-enabled item, or a QR-linked release), all master and publishing rights must be cleared.

(j) Your own prior work. If a Design was created while you were employed, under contract, or under an existing exclusive agreement with another platform or organisation, that party may own or control it. Confirm before submitting.

5.4 Ongoing obligations

You must tell us in writing at [LEGAL EMAIL] within [three (3)] business days if:

• any licence you rely on expires, is revoked, is disputed, or turns out to be insufficient;
• you receive a cease-and-desist letter, takedown notice, infringement claim or legal proceedings relating to a Design or Product;
• you become aware of any fact that would make a warranty in section 5.2 untrue.

You must not settle or admit liability in any third-party IP claim relating to a Product in a way that binds us, without our prior written consent.

5.5 No reliance on us

We do not provide legal advice. Any guidance, examples, checklists or automated checks we make available are provided for convenience only and do not reduce your obligations or transfer any risk to us.

6. Licence you grant us

6.1 You keep ownership. You retain copyright in your Design. This is a licence, not an assignment.

6.2 The licence. For each Design you submit, you grant Kirito Gaming a worldwide, non-exclusive, royalty-free, sublicensable and transferable licence, for the term set out in 6.4, to:

1. reproduce, adapt, resize, recolour, crop and otherwise modify the Design as reasonably necessary for production and display;
2. manufacture, or have manufactured, Products bearing the Design;
3. offer for sale, sell, distribute and ship Products bearing the Design;
4. use the Design and images of the Products in listings, marketing, advertising, social media, press materials and packaging, in any medium; and
5. sublicense rights 1–4 to our Fulfilment Provider, manufacturers, logistics partners and marketing partners, to the extent necessary for those purposes.

6.3 Attribution and name. You grant us the right to use your creator name, handle, logo and profile image in connection with the Products and their promotion. To the extent permitted by law, you waive, or agree not to assert, any moral rights in the Design that would prevent the uses permitted by this section.

6.4 Term of the licence. The licence runs from submission until [ninety (90)] days after the later of (a) you removing the Listing, and (b) termination of your Creator Account — except that it continues indefinitely, on a non-exclusive basis, for: existing stock; orders already placed; marketing materials already published or in production; and archival and record-keeping copies.

6.5 No obligation. We are not obliged to exercise any part of this licence.

7. Prohibited Products and Designs

You may not submit a Design or publish a Listing that:

1. Infringes any third-party right, or that you cannot fully evidence your rights to;
2. Bears counterfeit marks, or replicates or imitates another brand's products or packaging;
3. Contains hate symbols, or content that promotes discrimination, extremism, terrorism or violence against any group or individual;
4. Sexualises minors, or depicts minors in any suggestive way;
5. Is pornographic, or explicitly sexual;
6. Harasses, defames, threatens or targets an identifiable individual;
7. Promotes self-harm, suicide, eating disorders, or illegal drug use;
8. Contains medical, health or safety claims;
9. Relates to weapons, ammunition, explosives, tobacco, vaping, controlled substances, gambling or other regulated goods where prohibited;
10. Contains malware, deceptive QR codes, or links to harmful or illegal material;
11. Misrepresents the origin, materials, endorsement or affiliation of the Product;
12. Breaches the Fulfilment Provider's published content or product policies;
13. Is otherwise unlawful in a territory where the Product will be offered.

This list is not exhaustive. We may refuse or remove any Design or Listing at our discretion.

8. Listings, pricing, taxes and fulfilment

8.1 Listing content. You are responsible for the accuracy of your Listing title, description, tags, size guidance and images. Descriptions must not overstate materials, provenance or endorsement.

8.2 Pricing and margins. Retail prices and your margin for each Product are set as described in section 11 of the Platform Terms and shown in your creator dashboard before you publish. Publishing a Listing confirms your acceptance of the margin shown.

8.3 Taxes. Sales tax, VAT and equivalent duties on Product sales are handled by the seller of record. You remain responsible for income tax and any other tax due on your earnings, and for providing valid tax documentation on request.

8.4 Production and fulfilment. Manufacture, quality control, packing, shipping and delivery are handled by the Fulfilment Provider. Production tolerances mean minor variation in colour, placement and finish is normal and does not constitute a defect.

8.5 Returns, refunds and chargebacks. Returns and refunds are administered by the seller of record under its published policy and applicable consumer law. Where a refund, return or chargeback occurs, the associated margin is reversed from your balance. Where a return is caused by a defect in your Design (for example an unreadable file, an incorrect asset, or an infringement takedown), we may also recover reasonable direct costs of production and return handling from your balance.

8.6 Customer complaints. Complaints about product quality or delivery go to the seller of record. Complaints about the Design, its content or its rights status will be directed to you, and you must respond promptly and in good faith.

9. Intellectual property complaints and takedowns

9.1 Immediate removal. On receipt of a credible infringement complaint, we may remove or disable a Listing immediately, without prior notice to you, and may instruct the Fulfilment Provider to halt production and sales.

9.2 Notice to you. We will tell you that we have done so, give you the substance of the complaint and a statement of reasons, and give you an opportunity to respond.

9.3 Your response. You must respond within [five (5)] business days with either evidence of your rights or confirmation that the Listing should remain removed. If you do not respond, we may treat the complaint as upheld.

9.4 Withheld earnings. We may withhold earnings relating to a Listing that is subject to an unresolved infringement complaint, up to the reasonably estimated exposure, until the matter is resolved.

9.5 Repeat infringers. Accounts subject to [three (3)] upheld complaints, or one complaint involving deliberate or large-scale infringement, may be permanently removed from the Marketplace and the Creator Program.

9.6 Reporting. To report a Product that infringes your rights, email [LEGAL EMAIL] with the information listed in section 13 of the Platform Terms.

10. Indemnity

10.1 Your indemnity. You will indemnify, defend and hold harmless Kirito Gaming, its affiliates, officers, employees, agents and its Fulfilment Provider and manufacturing partners, against all claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, settlements and reasonable legal and professional costs arising out of or in connection with:

1. any allegation that a Design, Product, Listing or your creator name infringes or misappropriates a third party's intellectual property, publicity, privacy or other rights;
2. any breach by you of section 5 (intellectual property responsibilities);
3. any breach by you of these Marketplace Terms, the Platform Terms, the Fulfilment Provider's policies, or any applicable law;
4. any product safety, labelling or consumer protection claim attributable to your Design or Listing content; and
5. any tax, social security or regulatory liability arising from your activity as a Creator.

10.2 Recovery. We may set off amounts owed under this indemnity against your balance, and may require you to pay any shortfall.

10.3 Conduct of claims. We will notify you of a relevant claim without undue delay, allow you to participate in its defence at your cost, and will not settle in a way that admits your liability without your consent, which you will not unreasonably withhold. We retain the right to control the defence of any claim brought against us.

10.4 Survival. This section survives termination of your Creator Account and of these Marketplace Terms.

11. Warranties and liability

11.1 No warranty from us. We make no warranty that the Marketplace will be available, that Designs will be approved, that Products will be produced to any particular standard by third-party manufacturers, or that Listings will generate sales.

11.2 Our liability cap. Subject to 11.3, our total aggregate liability to you under these Marketplace Terms in any twelve-month period is limited to the greater of (a) the total margins we paid or were payable to you in that period, and (b) [AMOUNT AND CURRENCY].

11.3 What we do not exclude. Nothing here limits our liability for death or personal injury caused by our negligence, for fraud, or for anything that cannot lawfully be limited.

11.4 Your liability. Your liability to us under section 10 is not capped.

12. Suspension, removal and termination

12.1 Removing a Listing yourself. You may unpublish a Listing at any time from your dashboard. Orders already placed will be fulfilled, and existing stock may be sold through under section 6.4.

12.2 Removal by us. We may remove a Design, Listing or Product, or suspend your access to the Marketplace, where we reasonably consider it necessary for legal, rights, safety, quality or platform-integrity reasons, or where the Fulfilment Provider requires it.

12.3 Reasons and appeal. Except where we are legally prevented, or where delay would cause harm, we will give you reasons and a route to appeal at [LEGAL EMAIL].

12.4 Termination. Either party may terminate these Marketplace Terms on [thirty (30)] days' written notice. We may terminate immediately for a material breach, particularly a breach of section 5 or 7.

12.5 Effect of termination. Listings are withdrawn. Earnings properly due are paid on the next payout cycle, subject to holds under section 9.4 and set-off under section 10.2. Sections 5.4, 6.4, 9, 10, 11 and 14 survive.

13. Business users in the EEA

(Keep if you operate from, or serve business users in, the EEA; delete otherwise.)

As a Creator selling through the Marketplace you are a business user under Regulation (EU) 2019/1150. Accordingly:

• We will give you at least 15 days' notice of changes to these Marketplace Terms, and longer where the change requires technical adjustments by you.
• Where we restrict, suspend or terminate your access, we will give a statement of reasons.
• The main parameters determining how Listings are ranked, and their relative importance, are published in your creator dashboard.
• Our internal complaint-handling system is available at [LEGAL EMAIL]; we aim to respond within [15] business days.
• We identify the mediators we are willing to engage with in [LOCATION / DOCUMENT].

14. General

14.1 Governing law. These Marketplace Terms are governed by the laws of [COUNTRY]. The courts of [COURTS] have exclusive jurisdiction, subject to any mandatory protection available to you.

14.2 Changes. We may update these Marketplace Terms on [15] days' notice, as described in section 19 of the Platform Terms.

14.3 Order of precedence. In the event of conflict: (1) any separate signed agreement between us; (2) these Marketplace Terms; (3) the Platform Terms.

14.4 Independent obligations. Your obligations under section 5 apply to each Design separately. Approval, sale or long-standing availability of one Design does not imply clearance of another.

14.5 Severability, waiver, assignment, force majeure. As set out in section 22 of the Platform Terms.

Annex A — Creator clearance checklist

Informational only. Completing it does not satisfy your obligations under section 5, and it is not legal advice.

Before you publish a Design, confirm each of the following:

Origin

• [ ] I created every element of this Design myself, or I have listed every element I did not create.

Stock and assets

• [ ] Every stock image, vector, texture, pattern, icon or 3D model has a licence I can produce on request.
• [ ] Each of those licences expressly permits use on merchandise for resale, not just standard commercial use.
• [ ] I am within any print-run or unit limits in those licences.

Fonts

• [ ] Every font used is licensed for commercial merchandise, not just desktop or personal use.
• [ ] I have checked that "free" fonts in this Design are free for commercial use.

AI

• [ ] If I used a generative AI tool, its terms permit commercial merchandise use of the output.
• [ ] The output does not reproduce an identifiable character, brand, artwork or living artist's distinctive style.
• [ ] I have disclosed the AI tool used.

Third-party IP

• [ ] No game, anime, film, TV, comic or music franchise character, logo, name, catchphrase or distinctive style appears without a written licence.
• [ ] No third-party trademark, team badge, sponsor logo or product get-up appears without written permission.
• [ ] The Design would not lead a reasonable buyer to think it is official or endorsed by anyone it is not.

People

• [ ] Any real person depicted or named has signed a release.
• [ ] Any photograph is licensed from the photographer as well as cleared with the subject.

Collaborators

• [ ] Any commissioned artist has signed a written assignment or a licence broad enough to cover manufacture, worldwide sale and marketing.
• [ ] Every collaborator has agreed to commercial use and to my granting the licence in section 6.

Contracts

• [ ] Publishing this Design does not breach any exclusivity, employment, sponsorship or platform agreement I am party to.

Records

• [ ] I have saved all licences, receipts, releases and permissions for this Design somewhere I can retrieve them within five business days.

Contact

[LEGAL ENTITY NAME] Email: [LEGAL EMAIL] Creator support: team@kiritogaming.gg

© [YEAR] KIRITO GAMING. All rights reserved.