FlightSim.asia Vendors Agreement

(Payware Vendors) — 22 August 2026

This Vendor Agreement (“Agreement”) is between FlightSim Asia Pte. Ltd., a private limited company registered in Singapore (UEN 202539554H) (“we”, “us”, “our”, the “Platform”), and you, as a Vendor of Payware Items on FlightSim.asia. It supplements our Terms of Use and applies whenever you list or sell a Payware Item.

1. Definitions

1. “Platform” means FlightSim.asia, operated by FlightSim Asia Pte. Ltd. (“we”, “us”, “our”).
2. “Vendor” (“you”) means a person or entity approved to list Payware Items for sale on the Platform.
3. “Payware Item” means content offered for sale by a Vendor through the Platform, including add-ons, aircraft, sceneries, liveries, tools, and other digital content.
4. “Freeware Item” means content submitted without charge under the general Terms of Use.
5. “Customer” means a person who purchases a Payware Item.
6. “List Price” means the base price you set for a Payware Item, denominated in United States Dollars (USD), before any regional pricing adjustment under Section 6.
7. “Sale Price” means the amount actually paid by a Customer for a Payware Item in a given transaction, which may vary by region under Section 6, inclusive of any tax we collect. It is not the same as your List Price.
8. “Platform Fee” means our commission on each sale, as set out in Appendix A or otherwise notified to you under Section 7.
9. “Payment Processor” means any third-party payment processing provider we use to accept payment from Customers and receive settlement into our own account (currently a combination of a standard merchant account with Stripe and an account with Airwallex (Singapore) Pte. Ltd.). You do not need to register with, verify your identity with, or hold an account of any kind with a Payment Processor — that relationship is between us and the Payment Processor only.
10. “Net Proceeds” means the Sale Price, less the Platform Fee, less payment processing costs charged to us by a Payment Processor, and less any tax we remit, accruing to you as royalty and payable under Section 8.
11. “Settlement Statement” means the periodic statement described in Section 8 showing sales of your Payware Item(s) and the Net Proceeds accrued for a Settlement Period.
12. “Settlement Period” means the period over which we calculate Net Proceeds owed to you, currently each calendar month.
13. “Payout Threshold” means the minimum accrued, undisputed Net Proceeds balance required before we will issue a Payout, currently USD 50 (or the equivalent in your Settlement Currency).
14. “Payout Method” means a method by which we pay Net Proceeds to you, currently bank transfer, Wise, or PayPal, as you elect and provide valid details for.
15. “Settlement Currency” means the currency in which we calculate and pay out your Net Proceeds, currently USD unless we agree otherwise with you in writing.
16. “Payout” means a payment of Net Proceeds we make to you directly, from our own account, via your elected Payout Method, in accordance with Section 8.
17. “Support Channel” means a working means by which a Customer can reach you directly for after-sales technical support in connection with a Payware Item, such as a monitored email address, help-desk or ticketing system, or a dedicated support forum thread, as further described in Section 9.
18. “Vendor Support Failure” has the meaning given in Section 9.
19. “Required Refund”means a refund or chargeback we are legally obliged to give a Customer — including under a statutory withdrawal, cooling-off, or consumer-protection right, a chargeback we cannot successfully contest, or a refund arising from your breach of Section 12 (Vendor Warranties & Indemnity).
20. “Discretionary Refund” means any other refund we choose, in our sole discretion, to give a Customer as a goodwill gesture or for customer-satisfaction reasons, that is not a Required Refund — including, where applicable, a refund given because of a Vendor Support Failure as described in Section 9.

2. Eligibility & Onboarding

1. You must be at least 18 years old and legally able to enter a binding contract to become a Vendor. This is a stricter requirement than the general Terms of Use, which permit account holders as young as 13 (with parental permission under 18); it applies specifically to selling Payware.
2. Before you can list or sell any Payware Item, you must complete our vendor onboarding process, including providing accurate identity or entity information, tax information reasonably required from your jurisdiction, and valid Payout Method details, and you must keep this information current throughout your time as a Vendor. As part of onboarding, and on an ongoing basis, we may screen you against sanctions, denied-party, and similar lists as is commercially reasonable, and may decline or suspend your Vendor status based on the outcome.
3. You must own, or hold a written licence sufficient to grant, all rights necessary to sell each Payware Item you list.
4. We may accept or decline any application to become a Vendor, and may suspend or revoke Vendor status, at our discretion.
5. We may use, add, remove, or change which Payment Processor(s) we use to process Customer payments at any time, at our discretion. This does not require any action from you and does not affect how or when you are paid under Section 8.

3. Relationship to the Terms of Use

1. This Agreement supplements, and forms part of, our Terms of Use. Where this Agreement conflicts with the Terms of Use in relation to Payware Items, this Agreement governs.
2. For the avoidance of doubt, the restriction in the Terms of Use against collecting fees for submitted content does not apply to Payware Items listed under this Agreement.

4. Sale Structure & Seller of Record

1. In respect of Payware Items, the Platform sells to the Customer as merchant of record, in our own name, through one or more Payment Processors we select.
2. You are not a party to the sale contract between us and the Customer. In consideration for the licence granted under Section 5, we pay you Net Proceeds as a royalty for each sale of your Payware Item(s).
3. We are responsible for processing payment from, and (subject to Section 10) issuing refunds to, Customers. You must not independently collect payment from, or issue refunds to, Customers in connection with a Payware Item listed on the Platform.

5. Licence Grant for Payware Content

1. You grant us a non-exclusive, worldwide, royalty-bearing (to you) licence to reproduce, host, distribute, publicly display, and sell each Payware Item you list, and to prepare reasonable excerpts, screenshots, and thumbnails of it for marketing and promotional purposes.
2. Unlike Freeware Items submitted under the Terms of Use, this licence does not permit us to remix or transform your Payware Item, beyond preparing the excerpts described above, without your separate written consent.
3. You retain ownership of your Payware Item. Removing it from sale ends our right to sell it going forward, but does not affect the rights already granted to Customers who purchased it beforehand.
4. This licence ends when the Payware Item is removed from sale and your Vendor status ends, except as needed to continue serving Customers who already purchased it.

6. Pricing

1. List Price is set and displayed in United States Dollars (USD). You set a List Price for each Payware Item, subject to any minimum or maximum we may publish from time to time.
2. We support regional pricing across markets and currencies. Unless you choose otherwise, each Payware Item defaults to:
   1. (a) Recommended adjustments — we apply our published regional price adjustments per market.
   You may instead select, per Payware Item:
   1. (b) Custom adjustments — you set your own regional price adjustments, per market/currency, using the table we provide.
   2. (c) Opt-out — no regional adjustment is applied, and Customers are shown and charged a straight currency conversion of your List Price into their local currency (a “Currency-Localised Price”), with no regional discount or premium.
3. Where option (a) or (b) applies, the amount charged to a Customer in a given market (the “Regional Price”) may be higher or lower than a direct currency conversion of your List Price.
4. Regardless of which option applies, the Sale Price used to calculate your Net Proceeds under Section 7 is the amount actually paid by the Customer in that transaction — the Regional Price or Currency-Localised Price, as applicable — and not your List Price.
5. You may change your List Price, or switch between options (a), (b), and (c), at any time; changes apply to sales made after the change. Unless you have selected options (b) or (c), updates we make to our recommended regional adjustments apply automatically to future sales.

7. Platform Fee

1. The Platform Fee is 15%of the Sale Price — that is, calculated on the amount actually paid by the Customer in each transaction under Section 6, not on your List Price — excluding tax we collect and remit. It is applied uniformly across Vendors and Payware Items, unless we notify you of a different rate for your account under Section 15 (Promotions & Discounts).
2. We may change the standard Platform Fee for future sales with reasonable written notice. Changes do not apply retroactively to completed sales.

8. Payouts

1. For each Settlement Period, we calculate the Net Proceeds accrued from sales of your Payware Item(s) during that period.
2. Within 30 days after the end of each Settlement Period, we will make available to you a Settlement Statement (for example, via your Vendor dashboard or by email) showing the relevant sales and Net Proceeds for that period.
3. You should review each Settlement Statement promptly. If you have not raised an objection with us within 30 days of it being made available, it is treated as accepted, without prejudice to any amount later found due to manifest error.
4. Once your total accrued, undisputed Net Proceeds reach the Payout Threshold, we will issue a Payout to you within 7 days, via your elected Payout Method.
5. If your accrued Net Proceeds are below the Payout Threshold, they carry forward and accumulate across future Settlement Periods until the threshold is reached, or until this Agreement ends (see Section 16).
6. Payouts are made in the Settlement Currency. Where sales occurred in another currency (for example, due to regional pricing under Section 6), we will convert the relevant amounts to the Settlement Currency at a reasonable market rate applied at the time we calculate the Settlement Statement.
7. You are responsible for any fees charged by your bank or Payout Method provider to receive a Payout. We may deduct reasonable transfer fees we incur in making a Payout from the amount paid.
8. You must keep your Payout Method details accurate and up to date. We are not liable for a delayed or misdirected Payout caused by outdated or incorrect details you provided.
9. On termination of this Agreement, we will issue a final Settlement Statement and Payout of any remaining accrued Net Proceeds within 30 days, regardless of the Payout Threshold, less any amounts you owe us under this Agreement.

9. Vendor Support Obligations

1. You are responsible for providing direct after-sales technical support to Customers for each Payware Item you sell, covering installation, compatibility, and defect-related issues.
2. You must maintain at least one working Support Channel and make its details reasonably available to Customers in connection with your Payware Item listing(s) (for example, in the product description or an included readme).
3. You must respond to a genuine Customer support request made through your Support Channel within a reasonable time, and in any event within 10 business days.
4. A “Vendor Support Failure” occurs where you fail to maintain a working Support Channel, fail to respond to a Customer support request within the timeframe above, or otherwise fail to provide reasonable after-sales support for a Payware Item, as reasonably determined by us based on the available evidence.
5. Before relying on a Vendor Support Failure to claw back a refund under Section 10, we will make reasonable efforts to notify you of the underlying Customer complaint and give you a reasonable opportunity to respond to or resolve it directly, except where the Customer's circumstances or the nature of the complaint make this impractical.
6. We may, but are not obliged to, refer a Customer support request to you before addressing it ourselves, and nothing in this Section prevents us from assisting a Customer directly at our own discretion and cost.
7. Repeated Vendor Support Failures may be treated as a breach of this Agreement for the purposes of Section 16 (Term & Termination).

10. Refunds & Chargebacks

1. As merchant of record, we determine our refund policy toward Customers. Our default position is that sales are final, except where we decide in our discretion to issue a Discretionary Refund, or where we must issue a Required Refund.
2. Where a Customer has a statutory right to a refund (for example, a cooling-off or withdrawal right for digital content under EU or UK consumer law), we will honour that right, and may require Customers to acknowledge immediate access and waive that right at the point of purchase where permitted by law, so that Required Refunds remain the exception rather than the default.
3. We may deduct the amount of a Required Refund or chargeback relating to your Payware Item — calculated in the currency of the original transaction — from your Net Proceeds or a future Payout.
4. We will not deduct the amount of a Discretionary Refund from your Net Proceeds, except where the Discretionary Refund was given because of a Vendor Support Failure (Section 9), in which case we may deduct it from your Net Proceeds or a future Payout in the same way as a Required Refund.

11. Taxes

1. Where required, we are responsible for determining, collecting, and remitting applicable sales tax, VAT, or GST on the sale to the Customer.
2. You are solely responsible for any tax arising on the Net Proceeds you receive, including income tax in your jurisdiction. You must provide accurate tax information as required under Section 2.
3. We may issue Settlement Statements to help you account for Net Proceeds received, but nothing in this Agreement constitutes tax advice, and we do not act as your tax agent.

12. Vendor Warranties & Indemnity

1. You warrant that you own, or hold sufficient rights to, each Payware Item you list, and that it does not infringe any third party's intellectual property or other rights.
2. We recognise that some Payware Items (for example, liveries) may reference real-world liveries, airlines, or aircraft types by way of accurate representation; this warranty concerns your rights to distribute the specific files you upload, not general references of that kind.
3. You will indemnify us against claims, losses, and reasonable costs arising from a breach of this warranty.
4. If we receive a credible third-party rights claim against a Payware Item, we may remove it from sale and withhold related Payouts while we investigate, without that action being a breach of this Agreement.

13. Prohibited Conduct

1. You must not distribute keys, cracks, or workarounds that let Customers bypass payment for a Payware Item.
2. You must not solicit Customers to purchase a Payware Item outside the Platform in order to avoid the Platform Fee.
3. You must not inflate sales, reviews, or ratings for a Payware Item by any artificial means, including self-purchase.
4. You must not upload content containing malware, or that misrepresents what a Customer is purchasing.

14. Listing Standards & Moderation

1. We may set, and update, listing requirements (such as required screenshots, compatibility information, and description standards) for Payware Items.
2. We may decline to list, or remove, a Payware Item at our discretion, including for quality, compatibility, or policy reasons, or in response to a rights claim under Section 12.
3. We may feature or promote your Payware Item (for example, on the homepage, in newsletters, or on social media) using the marketing materials described in Section 5.

15. Promotions & Discounts

1. We may, from time to time, offer promotional incentives to Vendors, including reduced or waived Platform Fees for a defined group of Vendors or period of time.
2. The terms of a specific promotion will be described in writing (for example, by email or in your Vendor dashboard) at the time it is offered, and those terms govern that promotion. This Section does not itself entitle you to any specific promotion.

16. Term & Termination

1. This Agreement takes effect when you are approved as a Vendor and continues until ended under this Section.
2. You may stop selling Payware Items, or ask to end your Vendor status, at any time; this does not affect sales already completed.
3. We may suspend or end your Vendor status at our discretion, including for breach of this Agreement or the Terms of Use — which includes repeated Vendor Support Failures under Section 9 — with or without notice depending on severity.
4. On termination, Section 8's final settlement and payout process applies.
5. Sections 5 (as it relates to Customers who already purchased), 8 (final settlement), 9, 10, 11, 12, and 19 survive the end of this Agreement.

17. Relationship of the Parties

1. We act as principal, not as your agent, when we sell Payware Items to Customers under Section 4. You act as an independent Vendor supplying Payware Items to us under the licence in Section 5, and not as our employee, partner, joint venturer, or agent.

18. Changes to This Agreement

1. We may update this Agreement from time to time and will give you written notice to your registered e-mail address, consistent with our Terms of Use.
2. Continuing to list or sell Payware Items after an update takes effect constitutes acceptance of the update.

19. Governing Law & Disputes

1. This Agreement is governed by the laws of Singapore, consistent with our Terms of Use.
2. Should any part of this Agreement be found legally void, the remaining parts remain in force.