Seller Agreement

This Seller Agreement ("Agreement") is a legally binding contract between you ("Seller", "you", or "your") and Tatak Entertainment Technologies Inc. ("Company", "Platform", "we", "us", or "our"), the operator of Fans by Fans.

By applying to become a seller, listing products, or conducting any business through the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement, our Terms of Service, Privacy Policy, and Refund Policy.

Fans by Fans operates as a marketplace intermediary. You are a seller who lists products and fulfills orders through the Platform. Buyers purchase from you through Fans by Fans, which facilitates the transaction, processes payments on your behalf, and provides buyer protection through our ProtectedByFans Guarantee escrow service.

2.1 Nature of Relationship

You are an independent contractor, not an employee, agent, joint venturer, or legal representative of the Company. You have no authority to bind the Company to any obligation or contract. Nothing in this Agreement creates a partnership, franchise, or employment relationship.

2.2 Seller Role

As a seller on the Platform, you:

• List products for sale through the Platform
• Set prices within Platform guidelines
• Fulfill orders when purchases are made
• Provide customer support for product-specific inquiries
• Maintain product quality and authenticity

2.3 Platform's Role

As a marketplace intermediary facilitating transactions between buyers and sellers, Fans by Fans:

• Processes buyer payments on your behalf
• Holds your funds in trust through our escrow service until fulfillment is confirmed
• Mediates buyer disputes and facilitates refund processing
• Provides the marketplace infrastructure connecting you with buyers
• Releases your sale proceeds after successful transactions

3.1 Eligibility Requirements

To become a seller on Fans by Fans, you must:

• Be at least 18 years of age
• Have legal capacity to enter into contracts
• Provide accurate and complete registration information
• Complete identity verification (KYC) as required
• Have a valid bank account for disbursements
• Not be prohibited from conducting business under applicable laws

3.2 Verification Process

We reserve the right to verify your identity, business credentials, and legitimacy at any time. Verification may include:

• Government-issued identification
• Proof of address
• Business registration documents (if applicable; not required for individual sellers)
• Bank account verification
• Review of product authenticity documentation

3.3 Application Review

Seller applications are subject to review and approval at our sole discretion. We may reject or revoke seller status at any time for any reason, including but not limited to concerns about product authenticity, compliance, or business practices.

4.1 Accurate Representations

You warrant and represent that all product listings:

• Accurately describe the product, including condition, materials, and specifications
• Include clear, accurate photographs of the actual product
• Disclose any defects, damage, or material limitations
• State accurate pricing in Philippine Pesos (PHP)
• Specify accurate delivery timeframes
• Do not contain false, misleading, or deceptive claims

4.2 Product Authenticity

All products must be genuine and authentic. Counterfeit, replica, or "inspired by" products are strictly prohibited. Violation will result in immediate account termination and may result in legal action. You warrant that:

• All products are genuine, authentic, and legally obtained
• You have legal authority to sell each product
• Products comply with the First Sale Doctrine where applicable
• You can provide proof of authenticity upon request
• Products were not obtained through theft, fraud, or illegal means

4.3 Event and Fandom Merchandise

For event merchandise, concert goods, fan items, and similar products, you must:

• Clearly identify the source or origin of merchandise
• Distinguish between official merchandise and fan-made items
• Not misrepresent fan-made items as official products
• Respect artist and event organizer intellectual property
• Comply with venue and event resale policies where applicable

4.4 Fan-Made and Derivative Works

If you sell fan-made, handmade, or derivative works, you must:

• Clearly label items as fan-made or unofficial
• Ensure you have rights to create and sell derivative works
• Not infringe on trademarks, copyrights, or personality rights
• Understand that fan-made items may be removed upon rights holder request

4.5 Ticket Resale Compliance

If you list event tickets for resale on the Platform, you acknowledge and agree to the following:

• Accuracy: All ticket listings must accurately disclose the original face value, section, seat information (where applicable), and any restrictions on transfer or entry.
• Genuine tickets: You warrant that all tickets listed are genuine, valid, and were legitimately obtained. Listing counterfeit or invalid tickets may result in criminal liability under the Revised Penal Code (Article 315, Estafa) and the Cybercrime Prevention Act (RA 10175).
• Local ordinance compliance: Certain local government units, including but not limited to Pasay City (Ordinance No. 192, S-1993) and Quezon City (Ordinance SP-2744, S-2018), restrict or prohibit ticket resale above face value within their jurisdictions. You are solely responsible for compliance with all applicable local regulations in the jurisdiction where the event takes place.
• Price caps: The Platform reserves the right to enforce maximum resale price limits on ticket listings as may be required by applicable national or local law. Listings exceeding applicable price caps will be removed.
• No affiliation claims: You must not represent yourself as an authorized agent, dealer, or affiliate of any event organizer, artist, team, venue, or promoter unless you hold valid written authorization.

5.1 Prohibited Products

The following items are prohibited from listing:

• Counterfeit goods: Fake, replica, or knockoff products
• Stolen property: Items obtained through theft or fraud
• Illegal items: Products prohibited by Philippine or international law
• Hazardous materials: Dangerous chemicals, explosives, weapons
• Age-restricted items: Products requiring age verification without proper controls
• Recalled products: Items subject to safety recalls
• Unauthorized copies: Pirated media, bootleg recordings
• Items violating export controls: Sanctioned or restricted goods

5.2 Prohibited Activities

Sellers are prohibited from:

• Circumventing the Platform to conduct direct transactions
• Manipulating prices, reviews, or ratings
• Creating multiple accounts to evade restrictions
• Providing false information about products or fulfillment
• Engaging in price gouging or predatory pricing
• Coordinating with other sellers to fix prices
• Using the Platform for money laundering or financial crimes
• Selling products that infringe third-party rights

5.3 Content Restrictions

Product listings must not contain:

• Hate speech, discriminatory content, or offensive material
• Adult or sexually explicit content
• Violence-promoting or terrorist content
• Personal information of third parties
• Malware, phishing links, or harmful content

6.1 Your Representations

You represent and warrant that:

• You own or have valid licenses to all intellectual property in your products
• Your products do not infringe any patents, copyrights, trademarks, or trade secrets
• Your product images and descriptions do not violate third-party rights
• You have obtained all necessary permissions for product listings

6.2 First Sale Doctrine and Fair Use

If you are reselling authentic products, the use of brand names, event names, artist names, and other trademarks in your product listings is permitted solely for the purpose of accurately identifying and describing the genuine goods being resold, in accordance with Section 148 of the Intellectual Property Code (RA 8293). You must:

• Ensure products are genuine and legally obtained
• Use brand names and marks only as necessary to accurately identify the product
• Not modify products in ways that could constitute trademark infringement
• Not repackage products in ways that suggest false origin or endorsement
• Not suggest or imply endorsement, sponsorship, or affiliation with any brand owner, event organizer, artist, team, or venue
• Clearly describe the condition and any modifications

6.3 Takedown Compliance

You agree to cooperate with intellectual property takedown requests. If we receive a valid takedown notice regarding your product:

• The listing will be immediately removed
• You will be notified and given opportunity to respond
• Repeated violations may result in account termination
• You may file a counter-notice if you believe the takedown was improper

6.4 Brand Authorization

We may require proof of brand authorization for certain products or brands. If you claim to be an authorized dealer or reseller, you must provide:

• Authorization letters from brand owners
• Distributor agreements or certificates
• Invoice documentation showing legitimate supply chain

7.1 Fulfillment Obligations

When a buyer purchases your product, you must:

• Confirm or acknowledge the order within 24 hours
• Fulfill the order within the timeframe specified in your listing
• Provide accurate tracking information when applicable
• Package products securely to prevent damage
• Deliver exactly what was described in the listing

7.2 Communication Requirements

You must:

• Respond to buyer inquiries within 48 hours
• Proactively communicate any delays or issues
• Provide clear instructions for service-based products
• Maintain professional and courteous communication

7.3 Fulfillment Failures

Failure to fulfill orders may result in:

• Automatic cancellation and refund to buyer
• Negative impact on your seller metrics
• Temporary suspension of listing privileges
• Account termination for repeated violations

8.1 Platform Fees

The Platform charges fees for facilitating transactions. Current fee schedules are displayed in your seller dashboard and during listing creation. Fees include:

• Transaction fees (percentage of sale price)
• Payment processing fees
• Disbursement fees (if applicable)

We reserve the right to modify fee schedules with 30 days' notice.

8.2 Payout Process

After successful transaction completion (buyer confirmation or auto-release), your sale proceeds held in escrow are released:

• Your sale proceeds are released to your verified bank account
• Platform service fees are deducted at checkout, not from your payout
• Payouts are typically processed within 3-5 business days

8.3 Tax Obligations

You are solely responsible for all tax obligations arising from your seller activities, including but not limited to income tax, value-added tax (VAT), and any other applicable taxes.

In compliance with BIR Revenue Regulation No. 16-2023, the Platform is required to withhold 1% income tax on 50% of gross remittances to Sellers whose cumulative annual gross remittances exceed PHP 500,000. Sellers are required to:

• Provide a valid BIR Certificate of Registration (COR) and Tax Identification Number (TIN) when required by the Platform
• Submit a BIR-received Sworn Declaration as applicable
• Maintain their own BIR registration and comply with income tax filing obligations
• Register for VAT if annual gross sales exceed PHP 3,000,000

The Platform will issue BIR Form 2307 (Certificate of Creditable Tax Withheld at Source) for all applicable withholdings. Failure to provide required tax documentation may result in automatic withholding tax deduction as required by law.

8.4 Payout Account Responsibility

You are solely responsible for designating and maintaining accurate payout account information (bank accounts, e-wallets, or other supported channels). This includes ensuring that account numbers, account holder names, and channel codes are correct and current at the time of each payout request.

Funds disbursed to an account you have designated are considered delivered and are not recoverable by the Platform. The Platform shall not be liable for any loss arising from:

• Incorrect or outdated account details provided by you
• Payouts sent to a valid account that you designated in error
• Failure to update account information before requesting a payout
• Unauthorized changes to your payout accounts resulting from compromised credentials

You acknowledge that once a disbursement has been processed to the account you selected, the Platform has fulfilled its payment obligation. Recovery of misdirected funds, if possible, is your sole responsibility and may be subject to the receiving institution's policies and applicable fees.

9.1 General Indemnification

You agree to indemnify, defend, and hold harmless Tatak Entertainment Technologies Inc., its affiliates, officers, directors, employees, agents, licensors, and suppliers (collectively, "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to:

• Your products, product listings, or product descriptions
• Your breach of this Seller Agreement or any Platform policies
• Your violation of any applicable law, regulation, or third-party rights
• Your acts, omissions, or negligence in fulfilling orders
• Any disputes with buyers arising from your products or services
• Any claims that your products are counterfeit, defective, or harmful
• Any intellectual property infringement claims related to your products
• Any product liability claims related to your products
• Tax liabilities arising from your seller activities

9.2 Intellectual Property Indemnification

You specifically agree to indemnify and defend the Indemnified Parties against any third-party claims alleging that your products, product listings, or any content you provide infringes any patent, copyright, trademark, trade secret, or other intellectual property right. This includes:

• Claims from brand owners regarding counterfeit or unauthorized products
• Claims from artists, creators, or rights holders regarding unauthorized merchandise
• Claims regarding unauthorized use of images, logos, or likenesses
• Claims regarding pirated or bootleg content

9.3 Product Liability Indemnification

You agree to indemnify and defend the Indemnified Parties against any claims arising from product defects, injuries, or damages caused by your products, including:

• Personal injury or property damage caused by defective products
• Claims arising from product recalls or safety issues
• Consumer protection claims regarding misrepresentation or fraud
• Claims arising from failure to meet product safety standards

9.4 Indemnification Procedures

If a claim is made against the Platform for which you owe indemnification:

• We will promptly notify you of the claim
• You will have the right to control the defense, subject to our approval
• We may participate in the defense at our own expense
• You may not settle any claim without our prior written consent
• We may assume control of the defense if you fail to defend adequately

9.5 Survival

Your indemnification obligations survive termination of this Seller Agreement and will apply to claims arising from activities during your seller period.

10.1 Platform's Limited Liability

To the maximum extent permitted by law, the Platform shall not be liable to you for:

• Any indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, or business opportunities
• Service interruptions, errors, or data loss
• Actions taken by buyers or third parties
• Disputes between you and buyers that we cannot resolve

10.2 Maximum Liability

Our total liability to you for any claims arising from this Seller Agreement shall not exceed the total fees paid by you to the Platform in the twelve (12) months preceding the claim.

10.3 No Guarantee of Sales

The Platform does not guarantee any level of sales, traffic, or exposure. Your success as a seller depends on factors including product quality, pricing, customer service, and market conditions.

11.1 Moderation and Review

The Platform reserves the right to review, moderate, and remove any product listings or content at our sole discretion. This includes:

• Pre-publication review of listings
• Post-publication audits and spot-checks
• Response to buyer reports and complaints
• Proactive monitoring for policy violations

11.2 Enforcement Actions

For violations of this Seller Agreement, we may take one or more of the following actions:

• Issue warnings or notices
• Remove or suspend specific listings
• Temporarily suspend your account
• Permanently terminate your account
• Withhold or delay disbursements pending investigation
• Deduct amounts owed from future disbursements
• Report violations to law enforcement
• Pursue legal action for damages

11.3 No Liability for Enforcement

We will not be liable to you for any enforcement actions taken in good faith, including listing removal, account suspension, or disbursement holds.

12.1 Record-Keeping Obligations

You must maintain accurate records of your seller activities, including:

• Product sourcing documentation (invoices, receipts, supplier agreements)
• Authenticity certificates or proof of authorization
• Order fulfillment records and shipping documentation
• Communication with buyers
• Tax and financial records

These records must be maintained for at least 5 years or as required by applicable law.

12.2 Audit Rights

Upon reasonable notice, you agree to provide documentation to verify compliance with this Seller Agreement. This may include proof of authenticity, sourcing documentation, or other records related to your products.

13.1 Termination by You

You may terminate your seller status at any time by notifying us and completing all outstanding orders. Pending transactions must be fulfilled or cancelled with buyer consent before account closure.

13.2 Termination by Platform

We may suspend or terminate your seller status at any time for any reason, including but not limited to:

• Violation of this Seller Agreement or Platform policies
• Suspected fraud, counterfeiting, or illegal activity
• Excessive buyer complaints or disputes
• Failure to maintain performance standards
• At our discretion for business reasons

13.3 Effect of Termination

Upon termination:

• Your product listings will be removed
• Pending disbursements will be processed subject to any holds
• Outstanding obligations survive termination
• You must fulfill any pending orders or arrange cancellations
• Indemnification obligations continue

14.1 Governing Law

This Seller Agreement is governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to conflict of law principles.

14.2 Dispute Resolution Process

Any dispute arising from this Seller Agreement shall be resolved as follows:

1. Good faith negotiation between the parties
2. Mediation under rules agreed by both parties
3. Binding arbitration or litigation in Makati City, Philippines

14.3 Jurisdiction

You consent to the exclusive jurisdiction of the courts of Makati City, Philippines for any disputes arising from this Seller Agreement.

We may modify this Seller Agreement at any time. Material changes will be notified to you at least 30 days before taking effect via email or Platform notification.

Continued listing of products or conducting business through the Platform after changes take effect constitutes acceptance of the modified terms. If you do not agree to the changes, you must cease seller activities and terminate your account.

16.1 Entire Agreement

This Seller Agreement, together with the Terms of Service, Privacy Policy, and Refund Policy, constitutes the entire agreement between you and the Platform regarding your seller relationship.

16.2 Severability

If any provision of this Seller Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any provision of this Seller Agreement does not constitute a waiver of that provision or our right to enforce it later.

16.4 Assignment

You may not assign or transfer this Seller Agreement or your seller account without our prior written consent. We may assign this Agreement to any successor entity or in connection with a merger, acquisition, or sale of assets.

For questions about this Seller Agreement or seller matters, contact Tatak Entertainment Technologies Inc. at 111 Paseo de Roxas Building, Legazpi Village, San Lorenzo, Makati City 1223, National Capital Region, Philippines.

• Seller Support: partners@fansbyfans.com
• General Support: support@fansbyfans.com
• Legal Inquiries: legal@fansbyfans.com

By applying to become a seller or by listing products on the Platform, you acknowledge that you have read, understood, and agree to be bound by this Seller Agreement. You confirm that you have the legal capacity to enter into this agreement and that all information you provide is accurate and complete.