Spruko Market Author Terms

Welcome

SprukoMarket is a global marketplace for digital items. By registering as an Author, you agree that these Author Terms (“Author Terms”) govern your activities as an Author and supplement our User Terms (Terms of Service). If you do not agree to these Author Terms, please do not proceed with Author registration.

1. About us & interpretation

Capitalized terms have the meanings given in Definitions or, if not defined here, in our User Terms. If there is a conflict between these Author Terms and the User Terms, these Author Terms control for your Author activities. If there is a conflict between these Author Terms and a policy incorporated by reference, these Author Terms control unless that policy expressly states otherwise for a specific subject matter.

SprukoMarket operates as an online marketplace or intermediary. Unless applicable law requires Spruko to act as a deemed supplier or Merchant of Record, Authors license Items directly to Buyers. See Section 16.

2. Becoming an Author (free; KYC/AML)

2.1 Free to apply; review process

Applying is free, but Author registration is subject to review for quality, safety, legal, tax, and compliance requirements. You must be 18+ (or the age of majority in your jurisdiction) and legally able to enter into binding contracts.

2.2 Information & documents required (global)

You must provide accurate and complete information so we can verify your identity or business and enable payouts. Depending on your country, legal structure, and risk profile, we may request:

• Identity & business details: government-issued ID; business registration or incorporation documents; ultimate beneficial owner (UBO) information; and proof of address.
• Contact & compliance information: email, phone number, and any information required for sanctions, politically exposed person (PEP), KYC, AML, or CFT screening.
• Tax information: PAN/GSTIN (India), VAT/GB VAT (EU/UK), TRN (GCC), TIN/EIN/SSN (US), or local equivalents; and, where requested, IRS Forms W-8/W-9, residency certificates, or similar documentation for treaty or withholding purposes.
• Payout setup: beneficiary name, account details, payment provider details, bank letters, or other documentation reasonably required for domestic or cross-border verification.

We process this information in accordance with our Privacy Policy. We may require periodic re-verification, including upon material changes, risk triggers, or at reasonable intervals. We may pause payouts or limit certain account functions until requested information is provided and validated.

2.3 Use of your information

By submitting information to us, you authorize us to collect, verify, use, store, and, where required by law, display or disclose it for purposes including processing your application, verifying identity or business details, providing Author support, enabling listings and sales, displaying legally required seller information, and meeting legal, tax, payment, compliance, audit, or dispute-handling obligations.

2.4 Approval, suspension, access

We may request corrections or additional information if anything you submit is inaccurate, incomplete, outdated, or inconsistent. We may refuse, suspend, limit, or terminate Author access where we reasonably suspect policy breaches, fraud, security issues, sanctions concerns, or other legal or compliance violations.

2.5 Seller identity & display obligations (global)

• Keep your profile accurate. You must keep your legal name, principal place of business, contact details, and applicable tax registrations up to date in your dashboard.
• What we may display. Where required by law, we may display limited business identity information, such as your trader name, country, and a contact method, on product pages, invoices, or account-related pages. We do not display tax IDs unless required by law.
• Timely updates & responsiveness. You must update material changes within 7 days and respond to Buyer queries in accordance with our Support Policy.
• Verification. We may request documents to verify or re-verify your profile. Failure to cooperate may result in payout holds, listing restrictions, or suspension.

3. Licensing & Item support

• Licenses, not ownership. Buyers receive a license under the applicable SprukoMarket Licenses. Ownership of the Item remains with you unless you expressly assign it.
• Support (optional). If an Item is designated as Supported, you must honor the support period stated on the listing. Support targets are: acknowledgement within 3 business days; critical security fixes within 72 hours; and high-severity fixes within 7 days, unless a different timeframe is clearly disclosed for that Item.

4. Exclusivity (product-level)

Exclusivity is managed per Item, not at account level.

• Exclusive Item: You agree to make that Item available only on SprukoMarket during its exclusive period. Commission or program benefits may apply.
• Non-exclusive Item: You may make that Item available elsewhere.
• You may change an Item’s exclusivity status prospectively. Any change does not affect licenses already granted. See the Exclusivity Policy and your dashboard controls.

5. Author-driven pricing

You set your own list prices independently. You must not collude with others on pricing, and your pricing and promotional claims must comply with applicable consumer and competition laws. See the Author Pricing Guide and Rates Schedule.

6. Submission rules & review

We decide whether an Item is accepted for listing and may require changes, fixes, or updates over time to meet quality, policy, security, or compatibility standards. See the Review Process and Listing & Content Standards.

7. No variation of Buyer Terms

You may not impose Item-page terms or side terms that conflict with our User Terms or Licenses. Any conflicting term is ineffective to the extent of the conflict.

8. Content standards & anti-piracy

• You must follow our Listing & Content Standards and accurately disclose third-party assets, attribution requirements, and open-source obligations.
• No malware, spyware, cryptominers, hidden executables, or covert data collection.
• AI & data. You must disclose material AI assistance where required by our policies. You may not use Buyer support content, account data, or other Buyer-provided materials to train models without the Buyer’s express consent and any other consent required by law.
• You must obtain and retain any required model, property, or other releases and keep supporting records for at least 24 months or longer if required by law.

9. Author warranties & indemnities

• You represent and warrant that you own or have the necessary rights to list and license your Items; your listings are accurate and lawful; your Items do not contain malicious code; you will honor stated support and update commitments; you will comply with applicable laws, sanctions, and export controls; your KYC and tax information is truthful and current; and you will not evade platform controls, manipulate rankings, make self-purchases, steer users off-platform to avoid fees, or use marketplace channels to sell unrelated non-Spruko goods or services.

10. How earnings & fees work

• Commission may vary by category, exclusivity status, or tier. We will give reasonable prior notice of material rate changes.
• Your dashboard statements show gross sales, fees, taxes, adjustments, and the net amount payable to you.
• Where permitted by your selected license options or a separate arrangement, we may compensate supplementary uses or permitted commercial arrangements in accordance with those terms.

11. Payouts (summary) & reserves

Full payout details, including supported payout methods, currencies, processing times, thresholds, country-specific requirements, and setup or change procedures, are set out in the Author Payouts Guide, which is incorporated into these Author Terms by reference and may be updated from time to time.

• Eligibility & verification. You must complete and keep current all verification, tax, and compliance steps required for payouts. We may pause payouts until verification is complete.
• Limited payment agent. You appoint SprukoMarket as your limited payment and communications agent to receive Buyer payments on your behalf and to settle your earnings in accordance with these Author Terms.
• Reserves & holds. We may apply temporary reserves or payout holds where reasonably necessary due to chargebacks, refund spikes, fraud signals, compliance reviews, disputes, investigations, or payment-partner requirements.
• Errors & returns. Payout adjustments may be made for chargebacks, refunds, unauthorized transactions, duplicate payments, reconciliation errors, or similar issues, as described in Sections 12 and 13.

12. Deductions, chargebacks & offsets

• We may deduct refunds, chargebacks, payment processing reversals, fees, and unauthorized or fraudulent transactions from amounts otherwise payable to you.
• We may deduct approved refunds in accordance with our Refund Policy.
• You must cooperate promptly with requests for evidence in disputes or chargebacks. Late, incomplete, or inaccurate evidence may result in the dispute being lost and the relevant amount being deducted.
• Where you breach these Author Terms, violate warranties, or otherwise cause loss, we may offset reasonably related amounts against sums due to you. Negative balances must be repaid and may be recovered from future payouts or by invoice where permitted by law.

13. Payment errors, FX & payout holds

• We may temporarily hold earnings where payout details are invalid, you cannot be contacted, no lawful payout destination is available, or legal, banking, sanctions, or payment-partner restrictions apply.
• We may also temporarily hold earnings relating to disputed, non-compliant, infringing, or high-risk Items while we investigate the matter and meet legal or payment-partner obligations.
• We will release held amounts when the relevant issue is resolved or when release is otherwise permitted. Where funds cannot lawfully be paid out, we may return, retain, remit, or otherwise handle those amounts as required by law, court order, regulator direction, or payment-partner rules.
• Where currency conversion applies, any exchange-rate impacts, intermediary fees, or bank charges may affect the final amount received by you.

14. Invoicing & disclosures

We aim to keep invoices and settlement records legally compliant while minimizing unnecessary exposure of personal or business data. By default, Buyers receive a transaction invoice or receipt, and Authors receive settlement statements or equivalent records.

• India: Buyer invoices may show Spruko Technologies Private Limited details, including registered office and GSTIN where applicable, along with item description, HSN/SAC where applicable, place of supply, and GST details. Where applicable, TCS statements may also be issued for marketplace collections. Export supplies under LUT may carry the relevant export notation required under Indian GST rules.
• EU/UK: Until Spruko is registered and collecting as deemed supplier or Merchant of Record in the relevant region, we may operate on a B2B reverse-charge basis or restrict certain sales flows. Where applicable, invoices may state that the customer must account for VAT and may include the Buyer’s VAT registration number.
• Other regions: See Annex A for the current operating stance by region.
• Author details on invoices: Where law requires identification of the underlying supplier, we may display the Author’s legal or business name, country, and other legally required information together with Spruko’s marketplace details.

Invoice content may vary by jurisdiction and may be updated from time to time to reflect legal, tax, payment, or operational requirements. Where reasonably practicable, updated requirements will be reflected on the Site, in the dashboard, or in linked policies. Authors remain responsible for issuing any additional documents required under their own local laws, where applicable.

15. Taxes (global) — GST/VAT/Sales tax/TCS/TDS/withholding

This Section applies to all Authors worldwide. Tax treatment depends on the region, the nature of the transaction, and whether Spruko is acting as a deemed supplier or Merchant of Record under Section 16 or the Author remains the supplier of record. India-specific mechanics are called out because collection is currently active there. Other regions are summarized below and in Annex A.

• Your responsibilities (global): Unless we expressly state that we collect and remit transaction taxes as deemed supplier or Merchant of Record, you are responsible for your own tax registrations, filings, invoicing obligations, and tax payments, including income tax and any VAT/GST for which you are liable.
• Marketplace collection: Where we are enabled or required to collect local VAT, GST, sales tax, or similar transaction taxes, we may collect and remit those taxes and adjust settlements accordingly. See Annex A and dashboard notices.
• Withholding: We may deduct taxes from payouts where required by law, treaty, court order, regulator direction, or payment-partner rules. You must provide requested documentation to determine the correct rate.

For region-by-region detail, see Annex A — Global Tax & Invoicing Matrix. Operational settings may change to reflect legal, tax, payment, or regulatory requirements, and the latest dashboard or Site notice will prevail where permitted by law.

16. Marketplace role: deemed supplier & Merchant-of-Record

Some jurisdictions treat marketplaces as the supplier for VAT/GST purposes or require a Merchant of Record structure. Our operating modes are:

• Mode A — Author as supplier: Until Spruko registers, activates, or partners for a compliant collection model in a region, the Author remains the supplier. In those cases, we may operate on a B2B reverse-charge basis or restrict certain B2C flows.
• Mode B — Spruko as deemed supplier/MoR: Where enabled, Spruko or its designated Merchant of Record arrangement may issue tax invoices, collect or remit VAT/GST or similar taxes, process transaction settlements, and adjust Author payouts accordingly.

Where non-waivable local law requires different treatment, that law prevails. We may restrict sales, adjust settlement flows, or require additional information to comply.

17. Data protection & privacy

Authors act as independent controllers, businesses, or data fiduciaries, as applicable, for Buyer personal data they independently process. You must provide any privacy notice required by law, obtain valid consent where required, process only data that is reasonably necessary, maintain appropriate safeguards, honor applicable data subject or data principal rights, and use subprocessors or service providers only with appropriate safeguards. In India, this includes compliance with the Digital Personal Data Protection Act, 2023 and applicable rules. You must notify Spruko without undue delay if a personal-data breach affects Buyers or marketplace security.

18. Security & responsible disclosure

Authors must maintain reasonable security practices appropriate to the nature of their Items and any data they process. Known vulnerabilities should be addressed promptly: critical ≤72 hours, high ≤7 days, and others within a reasonable period based on severity and exploitability. Report relevant issues through our Security & Responsible Disclosure process. You must not misuse testing tools, scanners, or platform features.

19. Our use of previews & technical rights

• We may use Item names, thumbnails, screenshots, excerpts, and watermarked previews to operate, market, and promote SprukoMarket without separate royalty or payment, subject to your selected license settings and applicable law.
• We may unpack, scan, transcode, analyze metadata, optimize descriptions or tags, and make technical modifications, including through trusted third parties, where reasonably necessary to maintain quality, compatibility, discoverability, accessibility, fraud prevention, performance, or security.

20. Item changes & removal

We may edit, hide, disable, or remove an Item where we reasonably believe it is necessary for quality control, policy enforcement, security, legal compliance, rights complaints, misleading claims, technical compatibility, or marketplace integrity. Where reasonably practicable, we will try to notify you, but we may act without prior notice where urgency, legal requirements, or security concerns require it. To the maximum extent permitted by law, we are not liable for indirect or consequential losses arising from such actions.

21. IP complaints & takedown

• Notice & action. Rights holders may submit complaints through our IP Infringement & Takedown process. We may review the complaint, request supporting information, remove or disable access to the Item, and notify the Author where appropriate.
• Counter-notice. Where our process allows, an Author may submit a counter-notice or response with required statements and supporting information. We may restore content where appropriate, subject to applicable law, court orders, platform safety, and repeat-infringement rules.
• DMCA (U.S.). If and when applicable to our operations, we may designate a DMCA Agent and process notices and counter-notices under 17 U.S.C. § 512.

22. Buyers’ use & misuse

We are not responsible for Buyer conduct that falls outside the scope of the applicable license. Authors should engage in good faith to help resolve genuine Buyer concerns. See Refunds & Chargebacks (Digital Goods).

23. Special deals & promotions

We may run marketplace promotions, bundles, or business-development deals. If a program changes your applicable Author fee, settlement basis, or license scope, we will notify you and provide any opt-out rights required by the program terms or applicable law. If you do not opt out within the stated period, your Item may be included. Earnings under special deals may differ from the standard listed price.

24. Suspension & termination

We may suspend, limit, or terminate your Author account where we reasonably believe it is necessary due to policy breaches, unverifiable information, fraud, unlawful conduct, rights infringement, sanctions issues, security concerns, or conduct that creates material risk to users, the marketplace, or our operations. Terminated Authors may not create new accounts without our written permission. Dormant, incomplete, or unverified accounts may be limited or disabled.

25. Marketplace conduct & anti-circumvention

• You may not steer substantially similar marketplace transactions off-platform to avoid fees or platform controls.
• You may not engage in self-purchases, fake reviews, keyword spamming, download inflation, ranking manipulation, traffic manipulation, bribery, corruption, or spam.
• You must interact respectfully with Buyers, Authors, and Spruko staff. Abusive, deceptive, or harassing conduct may result in penalties, content removal, suspension, or termination.
• Use of Spruko marks must comply with our Brand Guidelines and any express written permission we provide.

26. Sanctions & export control

You represent that you are not a sanctioned person, are not located in a comprehensively sanctioned jurisdiction, and will not use SprukoMarket in violation of applicable sanctions, trade, export-control, or anti-boycott laws.

27. Relationship of the parties

Nothing in these Author Terms creates a partnership, joint venture, employment relationship, franchise, or general agency between you and Spruko. The limited agency described in Section 11 applies only to payment collection, settlement, and related communications.

28. Changes to these terms

We may update these Author Terms from time to time. We will post the current version with the relevant last-updated date and, where required by law or where changes are material, provide reasonable prior notice by dashboard notice, email, or both. If you do not agree to an updated version, you must stop Author activities and may request account closure, subject to any surviving obligations.

29. Notices & grievance

• Service of notices. Legal notices to SprukoMarket should be sent to [email protected] and, where required, to our registered office listed in the footer. Notices to Authors may be sent to the primary email address or mailing address associated with the Author account.
• Deemed delivery. Email notices are deemed received when transmitted, unless the sender receives a delivery failure notice. Postal notices are deemed received after 5 business days within India and 10 business days internationally, unless earlier delivery is proven.
• E-signatures. You consent to electronic communications, records, and signatures where permitted by law.

30. Governing law, disputes & definitions

30.1 Governing law & dispute resolution

These Author Terms are governed by the laws of India. Before commencing formal proceedings, the parties will attempt in good faith to resolve the dispute for up to 15 days after written notice, unless urgent interim relief is required. If the dispute is not resolved, it will be referred to binding arbitration in Hyderabad, Telangana, under the Arbitration and Conciliation Act, 1996, before a sole arbitrator. The arbitration language will be English. Courts in Hyderabad will have exclusive jurisdiction for interim relief, injunctive relief, enforcement, or any matter not capable of arbitration. See our Grievance Redressal & Dispute Resolution page.

30.2 Miscellaneous

• Entire agreement. These Author Terms, the User Terms, and policies expressly incorporated by reference form the entire agreement governing your Author activities on SprukoMarket.
• Assignment. You may not assign or transfer your rights or obligations under these Author Terms without our prior written consent. We may assign these Author Terms to an affiliate or in connection with a merger, acquisition, financing, or sale of assets. We may require re-verification following a change of control.
• No waiver. A failure or delay to enforce any provision is not a waiver.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations already due.
• Confidentiality. Non-public information about our systems, users, internal procedures, moderation tools, or security processes is confidential and must not be disclosed except as permitted by law or with our written consent.
• Publicity. You may use our trademarks, logos, or brand assets only in accordance with our Brand Guidelines or with our prior written permission.
• Governing language. The English version controls in the event of conflict with any translation.
• Survival. Any provisions that by their nature should survive termination will survive, including granted licenses, payment and settlement obligations, tax, confidentiality, warranties, indemnities, limitations, dispute provisions, and enforcement rights.

30.3 Definitions

• Author (or you): a registered Member who lists Items for license or sale on SprukoMarket in accordance with these Author Terms.
• Author fee: Spruko’s commission or service fee for marketplace, payment, discovery, review, or related platform services.
• Buyer: a Member who acquires a license or other permitted right to an Item.
• Earnings: your share of the Item-price component of the List Price after fees, taxes, chargebacks, refunds, and other permitted adjustments.
• Items: digital goods you upload or make available, including related files, documentation, previews, metadata, and updates.
• List Price: the price you set for an Item, exclusive of taxes and fees unless we expressly state otherwise.
• Member: a registered user of SprukoMarket, including Buyers and Authors.
• User Terms: the SprukoMarket terms that apply generally to all users of the marketplace.
• Group Companies: Spruko Technologies Private Limited and its affiliates, subsidiaries, successors, or permitted assigns.

Annex A — Global Tax & Invoicing Matrix (non-exhaustive)

Purpose: This Annex summarizes our current operating stance by region. It is provided for general information only and is not legal or tax advice. Newer legal, tax, or operational notices on the Site or dashboard may supersede this Annex where permitted by law.
Last updated (Annex): 27 Feb 2026

Region / Country	Marketplace tax treatment (current)	Sales mode	Minimum invoice fields	Extra requirements
India	Collect GST at checkout where required; collect TCS @ 1% on applicable consideration; issue related statements where required.	B2B & B2C allowed, subject to compliance checks	Supplier/marketplace details, GSTIN where applicable, HSN/SAC where applicable, place of supply, tax breakdown	PAN/GSTIN may be required; TDS or withholding may apply to payouts.
EU (27)	No VAT collection at checkout currently unless otherwise enabled for a specific flow.	B2B with valid VAT ID (reverse charge) or restricted	Seller/Buyer details; Buyer VAT ID for B2B where applicable	Location evidence for electronically supplied services may be required.
United Kingdom	No VAT collection at checkout currently unless otherwise enabled for a specific flow.	B2B with valid GB VAT registration or restricted	Business names/addresses; Buyer VAT number where applicable	UK VAT invoicing rules may apply to B2B supplies.
United States	No marketplace-facilitator collection currently unless otherwise enabled for a specific state or flow.	Restricted or limited to compliant channels until enabled	Business names/addresses; state-specific disclosures where applicable	Rules vary by state and product type.
UAE / GCC	No VAT collection at checkout currently unless otherwise enabled.	B2B with TRN or restricted	Seller details; Buyer TRN where applicable	Marketplace registration may be required before broader enablement.
Canada	No collection at checkout currently unless otherwise enabled.	B2B or restricted	Seller/Buyer details; tax numbers where applicable	Federal and provincial rules may differ.
Australia / New Zealand	No GST collection at checkout currently unless otherwise enabled.	B2B with tax registration details or restricted	Seller/Buyer details; ABN/NZBN and GST details where applicable	May remain restricted until compliant collection is enabled.
LATAM / APAC (selected)	No local VAT/GST collection at checkout currently unless otherwise enabled.	B2B with local tax IDs or restricted	Seller/Buyer details; local tax IDs where applicable	Jurisdiction-specific e-services rules may apply.

Operational levers: until a region is enabled for marketplace collection, we may (a) restrict B2C, (b) allow B2B only with reverse-charge and a valid tax ID where applicable, or (c) later enable marketplace collection or Merchant of Record arrangements.

Annex B — Privacy Addenda

This Annex supplements our Privacy Policy for specific jurisdictions and should be read together with our main privacy documentation.

• EU/UK (GDPR): controller/processor roles, lawful bases, data processing terms, SCCs/IDTA, retention, and user rights.
• US (CCPA/CPRA and state privacy laws, where applicable): required disclosures, service provider/contractor terms, opt-out rights, and sensitive data handling.
• India (DPDP Act, 2023 & applicable rules): notice, consent, data principal rights, grievance handling, breach reporting, and related compliance duties.

Annex C — IP Takedown

• General notice-and-action process: how rights holders can report infringement, what information we may require, and how we may review or remove content.
• Counter-notice process: how Authors may respond where our process permits it, and the circumstances in which content may or may not be restored.
• DMCA (U.S.) — if applicable: designated agent details, notice requirements, counter-notice workflow, and repeat-infringer handling.

Change log

• 2026-02-27: Clarified document hierarchy; refined payout, invoicing, privacy, and grievance language; updated regional wording; improved drafting consistency.
• 2025-10-26: Split payout mechanics into a separate Author Payouts Guide; expanded KYC documentation guidance; retained earnings and tax framework.
• 2025-09-25: Earlier operational updates included settlement notes, threshold changes, chargeback cooperation, re-verification cadence, negative-balance recovery, and payout hold language.

Registered office: Hyderabad, Telangana 500062 • CIN: [insert CIN] • GSTIN: [insert GSTIN] • Marketplace availability is subject to regional availability, sanctions/export restrictions, payment-partner support, and local law compliance.

This page contains contractual terms and general information only. It is not legal or tax advice.