ZealTop Developer Agreement

> Translation notice: This English text is a non-binding translation of the Chinese version. In the event of any discrepancy or ambiguity, the Chinese version controls.

This Agreement is between ZealTop OÜ (EE registration No. 17367911) operating the platform ("Platform") and any third-party developer ("Developer") who lists products on the Platform and receives payouts via Stripe Connect.

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Version: 2026-10-20
Effective Date: October 20, 2026

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1. Platform Positioning

ZealTop OÜ operates a distribution platform that sells digital goods only. The Platform acts as Merchant of Record (MoR) for collecting and remitting VAT/GST and other consumption taxes, and settles net sales (after platform commission + tax) to the Developer's Stripe Express account through Stripe Connect destination charges.

The Platform does not sell physical goods, does not provide shipping/logistics services, and does not handle physical-goods returns.

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2. Permitted Categories of Digital Goods

The Developer may only list the following digital goods/services on the Platform:

• SaaS subscriptions (APIs, tools, productivity software)
• AI assistant subscriptions / one-time AI service call packs (the Platform's core category)
• Digital downloads (e-books, templates, code, design resources, prompt packs)
• Online education courses (pre-recorded videos, paid columns)
• In-game digital items / props (proprietary IP only)
• Data analytics / report generation services (B2B SaaS)

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3. Prohibited Categories (Immediate Takedown + Funds Hold on Violation)

3.1 Physical / Logistics-Required Goods

• Apparel / footwear / accessories
• Electronics / digital hardware
• Food / beverages / health supplements
• Cosmetics / beauty products
• Household goods / furniture
• Any product requiring physical shipping

3.2 Accounts / Credentials

• Reselling third-party platform accounts (Netflix / Steam / ChatGPT Plus / Disney+ / YouTube Premium, etc.)
• Shared memberships / split-bill services
• Account rental / short-term loaning
• Account-registration-as-a-service / identity-verification-as-a-service

3.3 SMS / Verification Codes

• SMS verification-code receiving platforms
• Captcha solver services
• Disposable phone-number rental

3.4 Academic Misconduct

• Essay / homework ghostwriting
• Exam impersonation / remote-assisted cheating
• AI-generated academic papers for degree applications

3.5 Impersonation / Infringement

• Deepfake services (face / voice swaps of real persons without clear public authorization)
• Impersonation of celebrities / public-figure styles (art style, voice, writing)
• Impersonation of copyright-protected characters / IP (Disney / Marvel / Nintendo / Pokemon, etc.)
• Cracked software / pirated license keys
• Unauthorized use of registered trademarks

3.6 Content Violations (overlaps with OpenAI Moderation's 11 categories)

• Adult / NSFW content (AI-generated or human-authored)
• Inappropriate content involving minors (global red line)
• Violence / weapon-making instructions
• Drugs / controlled-substance sales or sourcing guides
• Self-harm / suicide instructional content
• Hate speech / discriminatory content

3.7 High-Risk Geographic / Legally Sensitive

• Prohibited AI practices under the EU AI Act (social scoring / real-time facial recognition / subliminal manipulation, etc.)
• VPN, proxy, firewall-circumvention or region-bypass services, whether or not described as compliant
• Services targeting sanctioned countries (Russia / DPRK / Iran / Cuba / Syria)
• High-risk categories prohibited by Visa / Mastercard network rules (gambling / crypto trading / adult subscriptions)

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4. Grey-Zone Categories Requiring Additional Qualifications

The following categories are permitted, but the Developer must:

• Clearly state qualifications / disclaimers in the product description
• Accept manual review by the Platform (proof of qualification may be required)
• Assume full legal responsibility for any user complaint

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5. Special Requirements for AI-Generated Content

If the Developer's service involves AI-generated content (the Platform's core scenario):

1. EU AI Act Compliance (mandatory from 2026)

• AI-generated output must be identifiable as AI-generated (for example, labeled in the interface or the output); the Platform reserves the right to add AI labels where regulations require
• General-purpose AI (GPAI) must disclose training-data scope
• High-risk AI categories must be registered in the EU database

2. Training-Data Legality

• The Developer warrants that all training data is lawfully obtained and free of copyright infringement
• No unauthorized copyrighted content (artwork / text / audio / video) may be used to train custom models

3. Output Disclaimer

• User-facing terms must clearly state "AI output does not constitute professional advice and is provided for reference only"

4. Explainability

• On reasonable user request, disclose the base model used and the primary training-data sources

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6. End-User Data and Privacy

Assistants, model endpoints and tools the Developer offers on the Platform receive end-user data (including conversation content, uploaded attachments and tool inputs). With respect to that processing:

1. Independent data controller

• End-user data received by a Developer-operated model endpoint, a Developer-operated tool backend, or a locally hosted model running on the Developer's own device is under the Developer's control; for that processing the Developer acts as an independent data controller and must comply with the GDPR and other applicable data protection laws
• The Platform's Privacy Policy covers only the Platform's own processing and does not endorse processing on the Developer's side

2. Disclosure obligations

• The Developer must provide an accessible privacy notice stating the scope of data collected, its purposes, retention periods and contact details
• The Developer must not collect data beyond what the functionality requires
• The Developer must not forward end-user data to third parties not named in that privacy notice

3. Purpose limitation

• Without the end user's explicit consent, conversation content and attachments must not be used for any purpose beyond the service agreed here, including training or fine-tuning models
• The Developer must not use the assistant's identity (name / avatar) to induce end users to hand over credentials, payment details or similar

4. Cooperation

• Where an end user raises an access / rectification / erasure request through the Platform and it is passed on, the Developer must cooperate within 30 days
• The Developer must notify the Platform within 72 hours of becoming aware of a security incident involving end-user data

5. Consequences of breach

• Handled under Section 10 (takedown / funds hold / account termination); the Platform reserves the right to recover from the Developer any regulatory fines, user claims and legal costs arising from such breach

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7. Developer Commitments

By signing this Agreement, the Developer expressly commits that:

• [ ] All goods I sell are digital goods / services and contain no physical items requiring shipping
• [ ] I will not sell under any category listed in Section 3 (Prohibited Categories)
• [ ] Where Section 4 (Grey-Zone Categories) applies, I have added the required disclaimers and possess the required qualifications
• [ ] I assume full legal responsibility for product compliance / intellectual property / user complaints
• [ ] I understand and accept the Platform's right to immediately take down products, hold pending settlement funds, and terminate the account upon detecting a violation
• [ ] I warrant that training data is lawfully obtained (where applicable)
• [ ] I accept automated moderation decisions made by the Platform's moderation system
• [ ] I have read Section 6 and accept my responsibilities as an independent data controller for the end-user data I receive

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8. Platform Rights and Obligations

Platform Rights

• Review Developer products through automated keyword moderation, AI content analysis, and human review
• Unilaterally take down products / suspend accounts / hold funds upon detecting violations
• Cooperate with investigations required by Stripe / Visa / Mastercard / national regulators
• Seek indemnification from the Developer for any losses the Platform incurs as a result of the Developer's violations (fines / user claims / legal costs)

Platform Obligations

• Provide a transparent violation-appeals mechanism (an appeal can be filed in the app after a product or content is taken down)
• Respond to appeals within 7 days
• Collect and remit VAT / GST and other consumption taxes (MoR model)
• Provide automated Stripe Connect settlement (weekly payouts)

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9. Revenue Settlement

• Developer net revenue = total user payment − VAT/GST (remitted by the Platform) − Platform commission
• The Platform commission is calculated on the price excluding tax (no commission is taken on the VAT/GST portion), at the rate in effect when the order is placed or the plan is changed. Current rates:
  • Subscriptions (assistant subscription plans): tiered by monthly price — 25% for $2 to $4.99, 15% for $5 and above; the minimum subscription price is $2
  • One-time items (add-on packs, etc.) and tips: 15% + $0.30 per charge; the minimum price is $5 for one-time items and $1 for tips
  • An active subscription keeps the rate that applied when it was started or last changed; rate changes are not retroactive. A price change by the Developer only affects new subscribers
  • When a subscriber upgrades mid-cycle, the prorated difference is charged at the rate of the plan upgraded to; if the difference for the current period (including tax) is below about $1, including an upgrade from a free plan to a paid plan, it is not charged, the new plan takes effect immediately and the new price applies from the next billing period (the uncharged difference is not part of the Developer's revenue and carries no platform fee)
• Payout account country: payouts are currently available only for Stripe accounts based in Estonia, the United States, and Canada; more countries will be added over time. The country is chosen when the payout account is created and cannot be changed afterwards
• Sales proceeds are transferred automatically to the Developer's Stripe account through Stripe Connect and are held for 31 days from the transaction before being paid out weekly to the Developer's bank account (the holding period covers refunds and disputes)
• Refunds: the tax-exclusive part of a refund that belongs to the Developer is reversed from the Developer's Stripe account, the tax part is borne by the Platform, and the Platform commission on that order is not returned. In other words, the Developer bears the cost of a refund (the commission on that order); if the account balance is insufficient, a negative balance arises and is offset against later income

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10. Termination and Breach

• The Platform may immediately terminate this Agreement in any of the following cases:
  • The Developer violates the prohibited categories in Section 3
  • The Developer provides false qualifications / false authorization evidence
  • The Developer's cumulative violations reach the ban threshold (currently 5 within 30 days)
  • Stripe / Visa / Mastercard requires mandatory termination
  • A judicial or regulatory authority requires termination
• After termination, the Platform has the right to:
  • Hold pending settlement funds for at least 180 days (in line with Stripe's rolling reserve policy)
  • Use the held funds to satisfy potential user refunds / claims
  • Hand over Developer information to cooperate with regulatory / judicial investigations

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11. Governing Law / Dispute Resolution

• This Agreement is governed by the laws of Estonia
• Disputes are subject to the jurisdiction of Harju Maakohus (Harju County Court, Tallinn)
• The parties shall conduct 60 days of good-faith negotiation before any litigation

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12. Contact

• Platform entity: ZealTop OÜ
• Registered address: Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 12, 15551, Estonia
• Registration No.: 17367911
• Contact email: www.zeal.top@gmail.com

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13. Effectiveness

This Agreement becomes effective when the Developer checks "I have read and agree to the Developer Agreement" during the Platform registration flow and completes Stripe Connect Express onboarding. The Platform reserves the right to unilaterally update this Agreement; material changes will be notified by email at least 30 days in advance.