Developer Agreement

1. Parties

This Developer Agreement ("Agreement") is entered into between Ganduja Interactive OÜ (Registrikood: 17298251, Ahtri tn 12, Tallinn, 15551, Estonia; hereinafter "Company" or "Platform") and the developer ("Developer") who applies and is approved to publish content on the Platform.

2. Platform Model and Definition of Roles

Important: Ganduja Interactive OÜ operates the Ata Games platform as an Estonia/EU-based platform provider. Developers are independent third parties offering their digital content to end users via the Platform. This Agreement does not create an employer-employee, partnership, or agency relationship.

All payments on the Platform are processed by Lemon Squeezy Inc. as Merchant of Record (MoR). Lemon Squeezy acts as the registered seller to end customers, handling invoicing, VAT/sales tax collection, and compliance. Developer payouts are managed separately by the Company under the terms of this Agreement.

3. Application and Approval

• Developer applications are approved or rejected at the Company's sole discretion.
• The Company may request documents (ID, tax number, company registration, portfolio) during application.
• Approval time averages 24-72 hours.
• Applications with fraudulent or misleading information are rejected; accounts may be closed if such information is discovered later.
• Rejected applications may be resubmitted after 30 days with corrections.

4. Commission Structure (Revenue Share)

4.1. Publishing Fees

• First 100 Developers Promotion: For the first 100 developers accepted to the Platform, the first game publication is COMPLETELY FREE.
• Subsequent games (2nd+ for first 100 devs, all publications after first 100): $30/game publishing fee.
• Comparison: Steam $100/game (refundable at $1000 in sales), Epic Games Store $100/game (non-refundable).
• Publishing fees are collected via Lemon Squeezy, paid at the time the game is submitted for publication (not at application stage).

4.2. Gross and Net Calculation

The cash flow for a sale is as follows:

1. Customer pays via Lemon Squeezy (e.g., $9.99 — VAT-inclusive price).
2. Lemon Squeezy separates VAT/sales tax based on customer's country from the price and remits it to the relevant government.
3. Lemon Squeezy deducts its processing fee (5% + $0.50).
4. Net amount is transferred to the Company.
5. The Company deducts 8% platform commission from the net amount and credits the remaining 92% to the Developer's account.

4.3. Refunds and Chargebacks

• Refunds: When a customer receives a refund, the revenue credited to the Developer from that sale is reversed (clawback).
• Chargeback: In case of chargeback, both the sales revenue and the chargeback fee applied by Lemon Squeezy ($15-$25) are deducted from the Developer.
• Refund Policy: Customers may request refunds via Lemon Squeezy within 14 days of purchase and if total playtime is less than 2 hours (similar to Steam's policy).

5. Payout Conditions

• Minimum balance: To request a payout, your account must have a minimum available balance of $100 USD.
• Payout methods: Bank transfer (SEPA/SWIFT), PayPal, Wise.
• Holding period: Revenue becomes available for payout 30 days after the sale. This period covers refund and chargeback risks.
• Processing time: Payouts are sent within 10 business days after approval of the request.
• Bank fees: International transfer fees are the Developer's responsibility. SEPA transfers are free within the EU.
• Tax responsibility: The Developer is solely responsible for income tax and accounting obligations in their own country. The Company does not withhold tax from revenue (EU intra-B2B reverse charge may apply).
• US tax forms (W-8BEN/W-9): As the Company is Estonia/EU-based, no US IRS tax form (W-8BEN/W-9) is required from Developers. This differs from US-based platforms like Steam and Epic Games.

6. Content and Intellectual Property

a) IP Ownership: IP rights of Developer content remain with the Developer.

b) Platform License: By uploading content to the Platform, the Developer grants the Company a non-exclusive, worldwide, royalty-free license; this license may only be used for:

• Hosting and distributing content on the Platform
• Use of visuals/videos for preview, marketing, and promotion
• Archiving and backup
• Providing continued access in libraries of users who have purchased

c) Developer Warranties: The Developer represents and warrants that the content:

• Is their own or that they hold all necessary licenses
• Does not infringe third-party intellectual property rights
• Contains no malware, ransomware, or spyware
• Complies with applicable age restrictions
• Does not contain illegal, obscene, hateful, or violence-inciting elements

d) Indemnification: The Developer agrees to fully indemnify the Company for third-party claims arising from the content (copyright infringement, consumer complaints, personal rights, etc.).

7. Publishing Process and Content Review

• The Developer uploads content via the Platform and prepares for release with "Submit for Review".
• The Company performs basic compliance checks (malware scanning, appropriate category, age rating consistency); does not perform detailed quality control.
• Review time averages 24-72 hours.
• The Company reserves the right to remove content that violates community rules or this Agreement at any time.
• For content removed from publication, the balance in the account is paid according to existing payout rules.

8. Customer Support Responsibility

The Developer is responsible for first-level customer support for their own content (technical issues, in-game bugs, system requirements, content questions). The Platform provides support for payment, account, and refund processes.

The Developer agrees to respond to customer inquiries within 24 hours and to provide a valid support email/website.

9. Pricing and Promotions

• The Developer sets the listing price for their content.
• Listed price is VAT-inclusive; customer pays the displayed price, VAT is extracted from within.
• The Platform may set a minimum price threshold (currently: $0.99 minimum, except for free games).
• Platform-wide promotions (Summer Sale, etc.) are optional; the Developer may decline participation.
• Regional pricing adjustments are possible (coming soon).

10. Prohibited Content

The following content is prohibited on the Platform:

• Child abuse or CSAM — zero tolerance, instant ban
• Content involving real violence, terrorism, or hate propaganda
• Gambling applications (real-money betting)
• Explicit sexual content (until age verification system is implemented)
• Content infringing copyright, trademark, or distribution rights
• Malware, keyloggers, crypto miners
• Content attempting to manipulate the Platform or payment system
• AI-generated content that infringes copyright (e.g., unauthorized artist styles)

11. Termination

• Termination by Developer: The Developer may terminate the agreement with 30 days' notice. Library access of existing customers remains intact.
• Termination by Company: In case of breach of agreement, illegal content, fraud, or 12-month inactivity, the Company may terminate the agreement immediately.
• Post-termination: Accumulated balances are paid according to standard payment terms. Balances may be withheld in case of willful violations.
• Access of users who have purchased to their library is preserved even if content is removed from the Platform.

12. Limitation of Liability

The Company does not guarantee uninterrupted Platform operation. The Company is not liable for lost sales due to temporary outages, payment provider failures, or technical issues. The Company's total liability to the Developer shall not exceed the commission amount of the last 12 months.

13. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of Estonia. Disputes shall first be resolved through good-faith negotiation; if unresolved, the courts of Tallinn (Tartu Maakohus) have jurisdiction. EU consumer rights apply.

14. Agreement Amendments

The Company reserves the right to update agreement terms, including commission rates. Material changes are notified at least 30 days in advance via email. Continued use of the Platform after notification constitutes acceptance. Developers who do not accept may terminate the agreement and receive existing balances under standard terms.

15. Acceptance and Contact

Upon completion of the Developer application, the checkbox on the application form signifies acceptance of this entire Agreement. Acceptance date, IP address, and related metadata are retained as legal record.