Terms & Conditions

Preamble and scope

These Terms & Conditions ("Terms") govern the use of the Distrio platform, a software service that lets creators set up online storefronts and sell digital music products such as beats, sound kits, stems and presets, together with the related websites, tools and interfaces (the "Platform"). The Platform is operated by Marco Oberle, sole proprietor (Einzelunternehmer), trading as Distrio, Ludwigstraße 10, 76470 Ötigheim, Germany, email: contact@sleaper.net ("Distrio", "we", "us"). The operator is personally the contracting party. Further provider details, including any VAT ID, are stated in the imprint.

Who these Terms apply to

Sellers are businesses that open an account to sell products through the Platform; Customers are persons who buy or license products from a Seller via a Seller's storefront; Visitors are persons who browse the Platform or a storefront without buying. Sections 2 to 5, 8, 13 to 15 and 17 to 22 apply mainly to Sellers. Sections 1, 9, 11, 12 and 16 also affect Customers and Visitors. Section 10 applies to everyone. Terms of a Seller that deviate from or add to these Terms do not apply, even if we do not expressly object. Individual written agreements take precedence over these Terms.

Definitions

"Products" are digital goods or services offered by a Seller. "Seller Content" is everything a Seller uploads or publishes, including audio files, artwork, descriptions, texts, License Terms and storefront design. "Customer Transaction" is a sale or license between a Seller and a Customer. "License Terms" are the terms under which a Seller grants rights in a Product to a Customer. "Payment Provider" means Stripe and any other payment service provider connected to the Platform.

1. Distrio's role and relationships

1.1 Technical provider. Distrio provides software and infrastructure through which Sellers present, sell and deliver Products. Distrio is not the seller of the Products, not the licensor, and not a party to Customer Transactions.

1.2 Contract structure. Three relationships exist: Distrio and Seller: these Terms; Seller and Customer: the purchase or license contract, including the Seller's own terms of sale and License Terms; Distrio and Customer or Visitor: limited to the use of the Platform (checkout, delivery, download access) and data protection.

1.3 Seller as merchant of record. The Seller is the contracting party and merchant of record for every Customer Transaction and is responsible for it. Distrio does not review Products, prices or Seller Content before publication and does not guarantee them.

1.4 No agency or partnership. Nothing in these Terms creates an employment, agency, partnership, joint-venture or fiduciary relationship. Sellers have no authority to bind Distrio.

1.5 Storefronts, no shared marketplace. Distrio currently provides individual Seller storefronts and does not operate a shared marketplace with cross-seller search or ranking. If Distrio introduces such a function, it will publish information on the main ranking parameters and comply with the duties that then apply before the function is launched.

1.6 Own products and neutrality. Distrio, or persons closely connected with Distrio, may sell their own Products on the Platform, including under the brand SLEAPER. Such offers are identified as such where they appear. Distrio's own products receive no preferential technical treatment, fee advantage or placement compared with those of other Sellers. Where any differentiated treatment is introduced, it will be disclosed in the Distrio Terms & Conditions Version

1.0 Terms or the ranking information.

2. Account creation and seller obligations

2.1 Eligibility. Sellers must be legally capable of contracting and at least 18 years old. The Platform is offered to businesses only. By registering, the Seller confirms that it acts in the exercise of a commercial or independent professional activity (§ 14 BGB), or on behalf of a company that does. A person who registers on behalf of a company confirms that they are authorised to bind it.

2.2 Accurate information. Sellers must provide complete, correct and current information, including name or company name, address, contact details, tax identification and, where applicable, VAT ID and commercial register details, and must update changes without delay. This includes the trader information we must collect under Art. 30 DSA (name, address, phone number, email, identification document or electronic identification, payment account details, trade register number where applicable) and a self-certification that the Seller only offers products that comply with applicable law.

2.3 Identity verification. Sellers must complete the verification (KYC) required by us or a Payment Provider before payouts or full use of the Platform. We may restrict features until verification is complete.

2.4 One account per Seller. Each Seller may keep one account unless we agree otherwise in writing. Operating multiple accounts to circumvent restrictions, limits or sanctions is prohibited.

2.5 Credentials. Sellers must keep login data confidential, use available security features such as two-factor authentication, and notify us immediately of any suspected unauthorised access. Sellers are responsible for actions taken with their credentials unless they are not at fault for the misuse.

2.6 No transfer. Accounts and rights under these Terms may not be sold, transferred or shared without our prior written consent, which we will not unreasonably withhold in the case of a genuine business succession.

2.7 Restricted countries and persons. Sellers must not be located in, or sell to persons in, countries or regions subject to applicable sanctions or embargoes, and must not appear on any sanctions list. We may restrict the countries in which the Platform is available.

3. Seller taxes and legal compliance

3.1 Seller responsibility. Sellers are solely responsible for determining and fulfilling their own tax, accounting, registration, licensing, consumer-protection, copyright and other legal obligations arising from their business, subject to Section 3.4. This includes income and corporate taxes, VAT or sales tax, filings, trade registrations, collecting-society memberships and invoice requirements.

3.2 No advice. Distrio does not provide tax, legal or accounting advice. Information, tools and templates on the Platform are general and do not replace professional advice.

3.3 Small-business status. Sellers who rely on small-business treatment (§ 19 UStG) or equivalent rules in other countries must set this correctly in their account and are liable for incorrect settings.

3.4 VAT and platform rules. Where mandatory law treats Distrio as responsible for VAT on a transaction (for example as deemed supplier), Distrio will handle the tax treatment required by law and the Seller will provide the information we reasonably need. In that case we may adjust payouts, invoicing and the display of tax information, and will inform affected Sellers in advance where possible.

3.5 Reporting duties (DAC7 / PStTG). We are legally required to collect, verify and report certain Seller data, including identity, address, tax identification number, financial account details and information on transactions, to the competent tax authorities. Sellers must provide this data on request and in time. If they do not, we may withhold payouts or suspend the account to the extent permitted by law.

3.6 Invoices and receipts. Sellers are responsible for issuing correct invoices and receipts to Customers. Where the Platform generates receipts or invoices, it does so on the Seller's behalf from data entered by the Seller. Sellers must check and correct that data.

4. Seller-provided legal documents

4.1 Seller documents. Sellers must maintain, in the languages and for the countries they serve, all legal information required for their business, in particular: a legally compliant imprint (provider identification under § 5 DDG); terms of sale and License Terms; a privacy policy for their own processing of Customer data; withdrawal and refund information, and the model withdrawal form where applicable; cookie and consent information for their storefront if they add tracking or third-party tools; information on out-of-court dispute resolution where legally required (§§ 36, 37 VSBG).

4.2 Display functionality. The Platform provides fields and pages where Sellers can place these documents, and displays them in storefronts and at checkout. Distrio does not draft, verify or approve them. A Seller is responsible if documents are missing, outdated, incomplete or incorrect.

4.3 Checkout requirements. Distrio's checkout is designed to show the information required by consumer law, including the total price, essential contract details and an order button labelled with an unambiguous obligation-to-pay statement. Sellers must configure their storefront so that all required information is displayed and may not change the checkout in a way that conceals or removes required information.

4.4 Sellers without documents. If a Seller has not published required documents, we may block checkout for that storefront, or the offer of Products to consumers, until they are provided. We will tell the Seller why and give a reasonable chance to correct it.

4.5 Versioning. Where the Platform stores the version of Seller terms or License Terms that a Customer accepted, that version continues to apply to that Customer Transaction. Later changes by the Seller apply only to later transactions.

5. Editable templates and license templates

5.1 Templates are starting points. Distrio may provide template texts, such as sample terms of sale, License Terms or privacy text. Templates are general examples, not legal advice, not tailored to the Seller's situation, and not a guarantee of legal compliance or enforceability in any country.

5.2 Seller must review. Sellers must read, check and adapt templates and, where appropriate, have them reviewed by a qualified lawyer before use. By using a template, the Seller adopts it as its own text and is responsible for its content from then on.

5.3 Copyright law notice. Under German law copyright itself cannot be transferred (§ 29 UrhG); only rights of use (Nutzungsrechte) can be granted. Templates modelled on other legal systems may use terms such as "exclusive license", "work for hire" or "ownership transfer" that may not work as intended in Germany or other countries. Sellers must make sure the rights they grant are described in a way that is valid in the jurisdictions relevant to them.

5.4 No reliance. Sellers may not rely on templates as a statement that a particular use is lawful. Distrio's liability for templates is governed by Section 18.

5.5 Updates. Distrio may update or remove templates at any time. Updating a template does not change documents a Seller has already adopted. Where a version history is available, changes are indicated. Sellers decide for themselves whether to update their own texts.

5.6 No individual advice. Templates are provided to all Sellers equally and are not an individual legal service within the meaning of the Legal Services Act (RDG).

6. Products, digital content and prohibited products

6.1 Permitted Products. The Platform may be used to offer beats and instrumentals, sound kits and loop packs, stems and multitracks, presets, templates for music production, and closely related digital products or services delivered digitally (for example custom production). Physical goods are not permitted.

6.2 Product information. Sellers must describe Products accurately and completely, including content, file formats, quality, licensing type, usage rights, restrictions, delivery method and any samples or third-party material contained. Previews must not mislead about the content or quality of the Product.

6.3 Delivery. Sellers are responsible for making Products available as described, in usable condition and free of malware. The Platform provides technical delivery (download links, email delivery) but is not responsible for content defects.

6.4 Prohibited content. Sellers may not offer, upload or link to: content they do not own or are not licensed to sell, including uncleared samples, ripped or leaked audio and unlicensed loops; content that infringes copyright, trademark, personality rights or other third-party rights; counterfeit or pirated goods; content that is illegal in Germany or the EU, including content that incites hatred, glorifies violence, depicts sexual abuse of minors or promotes terrorism or other criminal acts; sexually explicit content; malware, tracking code or other harmful code; misleading, fraudulent or deceptive offers; regulated goods or services, or anything outside Section 6.1; content or services that violate applicable sanctions or export rules.

6.5 AI-generated and AI-assisted material. Sellers must clearly disclose if a Product, or a material part of it, was generated or substantially produced by generative AI. Such Products are permitted only if the Seller holds all rights necessary to license them as described, has not used tools whose terms prohibit the intended commercial use, and the material does not imitate the voice, likeness or protected expression of a real person without authorisation. Distrio currently offers no generative AI features of its own. If it introduces them, additional terms will be published.

6.6 Removal. We may remove or block Products that breach this Section or the law, in line with Sections 15 and 16.

7. Intellectual property, copyright and licensing

7.1 Seller ownership and clearance. Sellers guarantee and warrant that they: are the author or hold all rights necessary to offer each Product and to grant the rights described in the License Terms; have obtained all necessary consents from co-writers, co-producers, featured artists and other rights holders (for example through split sheets or written agreements) and are authorised to license the Product on their behalf; have properly cleared every sample and third-party element; have disclosed to Customers any rights that remain with third parties, including collecting societies (for example GEMA) and publishers, and do not grant rights that conflict with their obligations to those parties; do not grant a Customer exclusive rights in a Product that is already licensed exclusively or otherwise conflicts with an earlier grant.

7.2 License from Seller to Distrio. Sellers grant Distrio a non-exclusive, worldwide, royalty-free right, for as long as they use the Platform and for the retention periods in Section 22, to store, reproduce, make available, stream (including preview streams), display, technically adapt (for example compress or watermark previews) and back up Seller Content, and to deliver Products to Customers, as needed to operate the Platform and perform these Terms.

7.3 Customer licenses. Customer licenses are granted by the Seller, not by Distrio. Distrio grants no rights in Products and does not guarantee that a Seller has the rights it claims. Scope, duration, territory, usage limits, exclusivity and conditions are determined only by the License Terms.

7.4 Exclusive licenses. When a Seller sells an exclusive license, the Seller is responsible for: withdrawing the Product from sale and not granting any further rights in it; handling earlier non-exclusive licenses correctly (they remain valid unless the License Terms say otherwise); clearly describing what "exclusive" means, including any rights the Seller keeps; keeping reliable records of the license chain. The Platform may provide tools to remove Products after an exclusive sale. The Seller remains responsible for using them correctly and in time.

7.5 Content ID and claims. Sellers must not register licensed Products in content-identification or claiming systems (such as YouTube Content ID) in a way that causes claims against a Customer who uses the Product within the licensed rights. If such a claim is made, the Seller must take immediate steps to release it.

7.6 Distrio's intellectual property. The Platform, software, design, the name "Distrio" and related logos remain the property of Distrio or its licensors. Sellers receive a limited, non-exclusive, non-transferable, revocable right to use the Platform in accordance with these Terms. Sellers may not copy, decompile (except where mandatory law allows), resell or create derivative works of the Platform.

7.7 Feedback. If a Seller gives us feedback or suggestions, we may use them without restriction or payment.

7.8 Moral rights. These Terms do not affect moral rights (Urheberpersönlichkeitsrechte) that cannot be waived. Sellers are responsible for obtaining the necessary consents (for example on attribution and modification) in their License Terms.

8. Payments, subscriptions, fees, refunds and chargebacks

8.1 Payment Providers. Payments are processed by Payment Providers, currently Stripe. Sellers must accept the Payment Provider's terms (for Stripe, the Stripe Connected Account Agreement and Stripe Services Agreement as updated) and complete its verification. Distrio is not a bank or payment institution and does not itself receive, hold or forward Customer funds: payments go through the Seller's connected account. Payment Providers act under their own terms. If a Payment Provider closes, restricts or terminates a Seller's account, the Seller may be unable to sell until the matter is resolved, and Distrio is not responsible for the Payment Provider's decision.

8.2 Platform fees. For using the Platform, Sellers pay the fees stated in the Fee Schedule published on the Distrio website and in the Seller dashboard, which may include subscription fees, transaction fees and fees for optional services. Fees are stated exclusive of VAT unless the Fee Schedule says otherwise. Fees are collected by deduction at the time of the transaction, by invoice or from a stored payment method, as described in the Fee Schedule. Sellers bear Payment Provider fees, currency-conversion fees and taxes on top of Distrio's fees.

8.3 Payouts. Payouts are made by the Payment Provider to the Seller according to the Payment Provider's schedule. The Payment Provider may delay, hold or reserve payouts for security, fraud-prevention or regulatory reasons or pending verification. Distrio does not guarantee any payout date.

8.4 Holds and reserves by Distrio. Where Distrio has influence over holds (for example in case of suspected fraud, unresolved legal claims or a negative balance), we may delay the release of amounts owed to the Seller or require a reserve only to a reasonable extent, with notice and reasons, and as far as legally permitted.

8.5 Refunds. The Seller decides on refunds in line with its terms of sale and the law, and bears their cost. If a Seller does not meet legally required refund obligations, we may support the Customer to the extent required by law, including by initiating a refund through the Payment Provider and recovering the amount from the Seller.

8.6 Chargebacks and disputes. Sellers bear the risk of chargebacks, payment disputes, reversals and fraud losses relating to their Customer Transactions, including associated Payment Provider fees. Sellers must respond to disputes in time and provide the necessary evidence. If a Payment Provider debits Distrio for a Seller's transaction, the Seller must reimburse us.

8.7 Negative balances and set-off. If a Seller's account shows a negative balance, the Seller must settle it without delay. We may set off undisputed or finally determined claims against amounts owed to the Seller. Sellers may set off only with undisputed or finally determined counterclaims.

8.8 Paid plans for Sellers. Where Sellers use paid plans, the price, term and cancellation rules are set out in the plan description. Unless stated otherwise, paid plans renew automatically for the same period unless cancelled in time. Cancellation is possible at any time through the account settings and takes effect at the end of the current billing period.

8.9 Subscriptions sold by Sellers. Sellers who sell subscriptions or other recurring Products must comply with applicable law, including, for consumer contracts concluded online, the obligation to provide a cancellation button that allows termination in a simple way (§ 312k BGB). Sellers may offer recurring Products to consumers only where the Platform supports the required cancellation function, and may not disable it.

8.10 Currency. Prices are shown in the currency set by the Seller. Currency conversion may be carried out by the Payment Provider at its rate and with its fees.

8.11 Changes to fees. We may change fees with at least 15 days' notice, or any longer period required by law or stated in the Fee Schedule. Sellers may terminate before the change takes effect (Section 20).

8.12 Failed verification and unclaimed funds. If a Seller does not complete verification, or does not claim payouts after reasonable notice, funds remain with the Payment Provider under its terms. Distrio has no claim to the Seller's funds beyond amounts owed to it.

8.13 Fee circumvention. Sellers may not redirect Customers acquired through the Platform to other channels solely to avoid Distrio's fees in a way that breaches the Fee Schedule. This does not restrict Sellers from using their own sales channels or selling through other platforms.

9. Consumer protection and withdrawal rights

9.1 Responsibility. In Customer Transactions with consumers, the Seller is responsible for consumer-protection duties, including pre-contractual information, withdrawal information, confirmation of the contract, and statutory rights concerning defects in digital content (§§ 327 ff. BGB), and for customer support relating to its Products.

9.2 Withdrawal and early expiry for digital content. Consumers generally have a 14-day right of withdrawal. For digital content not supplied on a physical medium, the right of withdrawal expires early if the Seller has begun performance, the consumer has expressly consented to the start of performance before the end of the withdrawal period, the consumer has acknowledged that they lose the right of withdrawal by doing so, and the Seller has provided the confirmation of the contract containing this information (§ 356 (5) BGB).

9.3 Technical support by Distrio. The checkout is designed to capture this express consent and acknowledgement and to send the confirmation by email on the Seller's behalf. Sellers must keep these functions active for consumer sales and may not circumvent them. By providing this technology Distrio does not assume the Seller's legal duties.

9.4 Defects. Sellers are responsible for supplying digital content in conformity with the contract and for remedies under §§ 327 ff. BGB, including updates where legally required. Customers should contact the Seller first. Where a Customer cannot reach the Seller, we may help route the request to the Seller without accepting responsibility for the Seller's obligations.

9.5 Customer contact. Each Seller must provide a working contact address and respond to Customer enquiries within a reasonable time.

10. Privacy, GDPR and data processing

10.1 Roles. Distrio as controller for Seller account data, Seller billing and verification data, data of Visitors on Distrio's own pages, security and fraud prevention, and legal reporting (such as DAC7); Distrio as processor for personal data of Customers and Visitors of a Seller's storefront that Distrio processes on the Seller's behalf (for example order data, delivery data and email lists the Seller creates through the Platform). The Data Processing Addendum in Annex 1 applies and forms part of these Terms; Sellers as controllers for their own processing of Customer data, for their own marketing, and for tools or tracking they add to their storefront; Payment Providers act as independent controllers for their own purposes (such as fraud prevention and regulatory compliance) and as processors where their terms say so.

10.2 Privacy Policy. Distrio's Privacy Policy describes our processing as controller. For processing on behalf of a Seller, Annex 1 prevails in case of contradiction.

10.3 Seller duties. Sellers must have a legal basis for their processing, give their own privacy information to Customers, obtain consent where required (including for marketing emails and non-essential cookies or similar technologies under § 25 TDDDG), and respond to data-subject requests about their Customer data. Sellers who use custom domains or add third-party scripts are responsible for the resulting processing.

10.4 Data-subject requests. If a Customer or Visitor sends us a request concerning data for which a Seller is controller, we will forward it to the Seller or refer the person to the Seller. The Seller must respond in time. Distrio supports Sellers as set out in Annex 1.

10.5 Joint responsibility. If Distrio and a Seller jointly determine purposes and means of a processing activity at checkout, they will agree on the allocation of responsibilities as required by Art. 26 GDPR.

10.6 Sub-processors and transfers. Distrio uses the sub-processors listed in Annex 2. Transfers to third countries are based on the EU-US Data Privacy Framework where the provider is certified, and otherwise on the EU Standard Contractual Clauses. Distrio will inform Sellers of intended changes in sub-processors as set out in Annex 1.

10.7 Security and breaches. We maintain technical and organisational measures appropriate to the risk (see Section 14). If we become aware of a personal-data breach affecting data processed on a Seller's behalf, we will notify the Seller as set out in Annex 1.

10.8 Deletion and export. After termination, Seller data and Customer data are returned or deleted as set out in Sections 15 and 22 and Annex 1, subject to legal retention duties.

11. User-generated content and storefronts

11.1 Responsibility. Sellers are responsible for all content on their storefronts, including text, images, logos, brand names, domain names and links, for its legality and for holding the rights to it.

11.2 License. Sellers grant Distrio the right to host, display and technically process storefront content as set out in Section 7.2.

11.3 Trademarks and names. Sellers may not use store names, domains, logos or other content that infringe trademarks, company names or other rights, that are likely to mislead Customers about the identity of the operator, or that imitate Distrio or other Sellers.

11.4 Custom domains. Sellers who connect their own domain must own it or be authorised to use it, set up DNS entries correctly and keep them current. Distrio is not liable for outages caused by incorrect DNS or registrar settings, domain expiry or third-party changes. After termination, Sellers must remove DNS entries pointing to the Platform.

11.5 Reviews. Distrio does not currently offer a review function. If one is introduced, only verified Customers may post reviews, and Sellers may not post, buy or manipulate reviews.

11.6 Moderation. Distrio may review, restrict or remove content that violates these Terms or the law, or following a notice under Section 16, and will give reasons as set out in Section 15.3. Content is reviewed manually and on the basis of notices; Distrio does not currently use automated tools to decide on removal. Where this changes, the Terms will be updated (Art. 14 DSA).

12. Acceptable use and prohibited conduct

Users of the Platform, whether Sellers, Customers or Visitors, may not: commit or support fraud, money laundering, payment fraud or the sale of stolen payment data; use the Platform for illegal activity or to harass, threaten or discriminate against others; access or attempt to access accounts, data or systems without authorisation; carry out security or vulnerability testing without our prior written consent (responsible disclosure may be reported to contact@sleaper.net); scrape, crawl or systematically extract data from the Platform, except as permitted by law or by an interface license; circumvent technical limits, rate limits, fair-use caps or security measures, or abuse free trials or free tiers through multiple accounts; send spam or unsolicited commercial messages through the Platform; resell or sublicense access to the Platform without permission; upload or distribute malware or harmful code; interfere with the operation of the Platform or place an unreasonable load on its infrastructure. Fair-use caps and rate limits are set reasonably and described in the product documentation. Fee circumvention is governed by Section 8.13.

13. Third-party services and integrations

13.1 Third-party terms. The Platform integrates or connects with services of third parties, including Payment Providers, domain, DNS and hosting providers, email delivery and analytics tools. Where Sellers use such services through the Platform, the third party's terms and privacy practices apply in addition to these Terms.

13.2 Seller choices. Sellers are responsible for services they add or connect themselves and for complying with the terms of those services.

13.3 Availability. Third-party services may change, be discontinued or become unavailable. To the extent permitted by law, Distrio is not responsible for the availability, security or conduct of third-party services, and will inform Sellers of material changes to integrations that affect them where reasonably possible.

13.4 Interfaces (API). If Distrio offers an API, its use is subject to the documentation and these Terms. We may set rate limits and revoke access keys in case of misuse.

14. Availability, security and technical limitations

14.1 Availability. We aim for high availability but do not guarantee uninterrupted or error-free operation, and no specific service level applies. Maintenance, updates and events outside our control may cause temporary interruptions. Where reasonable, we schedule planned maintenance at low-traffic times and announce it in advance.

14.2 Security and backups. We use appropriate technical and organisational measures to protect the Platform and data and create backups at regular intervals. Sellers remain responsible for keeping their own copies of Seller Content and business records, and should regularly export their data with the tools provided.

14.3 Limits. File-size, storage, bandwidth and other limits are set out in the plan descriptions. We may restrict use that endangers the stability or security of the Platform.

14.4 Beta features. Features marked as beta or preview are provided as they are and may be changed or withdrawn. They are not covered by any availability commitment. Mandatory liability rules under Section 18 remain unaffected.

14.5 Incident communication. We will inform affected Sellers of significant security incidents or extended outages by email or notice in the Seller dashboard.

14.6 Data loss. Liability for data loss is governed by Section 18. We are liable in particular where the loss results from our breach of essential obligations, such as the regular creation of backups.

15. Suspension and termination

15.1 Ordinary termination by the Seller. Sellers may close their account at any time via the account settings, effective at the end of the current billing period unless the plan states otherwise. Payment obligations incurred before termination remain.

15.2 Ordinary termination by Distrio. We may terminate a Seller's account with at least 30 days' notice in text form, giving a statement of reasons where required by law.

15.3 Suspension and restriction. We may restrict, suspend or terminate access to the Platform, or to individual Products, accounts or functions, in whole or in part, if: the Seller materially or repeatedly breaches these Terms or the law; we are required to do so by law, court order or authority; there are concrete indications of fraud, security risks or infringement; the Seller does not provide required information or verification; a Payment Provider has terminated or restricted payment services for the Seller. Before the measure takes effect, or without delay afterwards where that is not possible, we will give the Seller a statement of reasons describing the facts and the contractual or legal basis (Art. 4 P2B Regulation, Art. 17 DSA), unless we are prevented by law or an official order. Where the law requires a notice period, it applies.

15.4 Termination for good cause. Both parties may terminate for good cause without notice (§ 314 BGB). Good cause includes serious or repeated breaches of Sections 6, 7 or 12, or any case where continuing until the next ordinary termination date cannot reasonably be expected. The statement of reasons is provided without delay.

15.5 Complaints. A Seller who disagrees with a restriction, suspension or termination may file a complaint under Section 21. If the complaint shows that the measure was unjustified, we will lift it without delay.

15.6 Effects of termination. Storefronts and Products are deactivated when the termination takes effect or the suspension begins; Sellers should export their data before termination. We keep data available for export for 30 days after termination, except where deletion is legally required; Pending payouts are made once legal checks are complete and open claims are settled, according to Section 8; Customer licenses and access are treated as set out in Section 22; Provisions meant to survive termination remain in force (including Sections 3, 7, 8, 17, 18, 19 and 22).

15.7 Held amounts. After termination we may hold amounts owed to the Seller for a reasonable period, normally not more than 90 days, to cover refunds, chargebacks, fees or claims that can reasonably be expected, and release them afterwards. Where legal holds, official orders or investigations apply, amounts may be held longer to the extent required by law.

16. Content removal and infringement claims

16.1 Notice and action. Anyone may notify us of allegedly illegal content or of content that infringes their rights by email to contact@sleaper.net. A notice should include (Art. 16 DSA): a sufficiently substantiated explanation of why the content is allegedly illegal or infringing; the exact electronic location (URL) of the content; the name and email address of the notifier (except for certain offences where anonymity is permitted); a statement confirming the notifier's good-faith belief that the information is accurate and complete. For copyright claims, the notice should also identify the work and the rights holder or their representative. A notice sent as a DMCA notice will be processed under this Section if it contains the information required above.

16.2 Our response. We will confirm receipt, review the notice diligently and without undue delay, and decide whether to remove or disable access to the content. We will inform the notifier and the Seller of our decision with reasons, including the redress options available.

16.3 Counter-notice. A Seller may object to a removal by sending a counter-notice with reasons and any evidence within 14 days. We will review it and may reinstate the content if the claim proves unfounded or the notifier does not pursue it within a reasonable period.

16.4 Repeat infringers. We may suspend or terminate accounts of Sellers who repeatedly infringe the rights of others, and may, after a warning, suspend the processing of notices and complaints from persons who frequently submit manifestly unfounded ones.

16.5 False notices. Persons who knowingly submit false or abusive notices may be liable for damages and may be blocked from using the notice process.

16.6 Disputes between Sellers and Customers. Disputes about exclusive licenses, content claims or ownership between a Seller and a Customer are to be resolved between them. Distrio may temporarily restrict affected Products, or pause payouts for the disputed amount, where needed to meet its legal obligations. We are not obliged to decide the dispute.

16.7 Contact point. Our single point of contact for authorities (Art. 11 DSA) and for users (Art. 12 DSA) is contact@sleaper.net. Communication is possible in German and English.

17. Indemnification

17.1 Seller indemnity. To the extent a Seller is responsible for the underlying breach, the Seller will indemnify Distrio against claims of third parties, including reasonable legal costs, arising from: Seller Content or Products, including infringement of third-party rights; the Seller's breach of these Terms, applicable law or License Terms; the Seller's sales, taxes, invoices or legal documents, including those taken from templates.

17.2 Conditions. The indemnity applies only if the Seller is at fault for the breach, Distrio informs the Seller of the claim without undue delay, Distrio does not acknowledge the claim without the Seller's consent, and the Seller is allowed, where possible, to take over the defence at its own cost. Distrio will reasonably cooperate in the defence and must mitigate its damage.

17.3 Seller's own claims. The Seller keeps all defences and may seek recourse from third parties. The indemnity does not limit statutory claims of the Seller against third parties.

18. Liability limitations and disclaimers

18.1 Unlimited liability. Distrio is liable without limitation for: intent and gross negligence; injury to life, body or health caused by a negligent or intentional breach; guarantees expressly given; fraudulent concealment of defects; claims under the Product Liability Act (ProdHaftG); any other liability that cannot be excluded or limited by law.

18.2 Slight negligence. In cases of slight negligence, Distrio is liable only for breach of an obligation whose fulfilment is essential for the proper performance of the contract and on whose observance the Seller regularly relies (essential obligations). In that case, liability is limited to the typical, foreseeable damage. Liability for slight negligence is otherwise excluded.

18.3 Third-party content. Distrio is not liable for Seller Content, Products, License Terms or the conduct of Sellers and Customers, or for the performance of Customer Transactions, to the extent these are not Distrio's own content or obligations, and subject to Sections 18.1 and 18.2 and the rules applying to hosting providers under the DSA.

18.4 No advice. Distrio's tools, templates and communications are not legal, tax or financial advice. Subject to Sections 18.1 and 18.2, Distrio is not liable for decisions Sellers make based on them.

18.5 Personnel. The limits in this Section also apply to the personal liability of Distrio's employees, representatives and agents.

18.6 Consumers. Mandatory statutory rights of consumers remain unaffected. Nothing in these Terms limits them.

19. Governing law and jurisdiction

19.1 Governing law. The relationship between Distrio and Sellers is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of the country in which a consumer has their habitual residence remain unaffected (Art. 6 Rome I Regulation).

19.2 Jurisdiction. If the Seller is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Distrio's seat in Ötigheim, Germany, to the extent legally permissible. Distrio may also bring claims at the Seller's place of business. For consumers, the mandatory jurisdiction rules of the Brussels I Recast Regulation remain unaffected.

19.3 Customer Transactions. Choice-of-law and jurisdiction clauses in these Terms do not bind Customers in their relationship with Sellers. The law applicable to Customer Transactions follows the Seller's terms and mandatory law, including the consumer-protection law of the Customer's country of residence.

19.4 Language. These Terms are provided in English. Where a German version is also provided, the German version prevails in case of discrepancy.

20. Changes to the Terms, notices and versioning

20.1 Right to change. We may change these Terms where there is a valid reason, for example changes in law, case law or regulatory requirements, changes to the Platform, new services, security reasons, or the need to remove unclear or invalid clauses. Changes may not unreasonably disadvantage Sellers or alter the essential balance of performance and consideration.

20.2 Notice. We will inform Sellers of changes on a durable medium (email and/or account notification) at least 15 days before they take effect, or a longer period where required by law or where the change requires technical adaptation by the Seller. The notice describes the changes and the date on which they take effect.

20.3 Seller's right to terminate. A Seller who does not agree to a change may terminate the contract before the effective date, free of charge and without notice period, by closing the account. Until then, the existing Terms continue to apply.

20.4 Acceptance. If the Seller does not terminate before the effective date and continues to use the Platform, this counts as acceptance of the changes, provided our notice pointed this out. Changes to essential obligations, to the core balance of performance and consideration, or to fees beyond Section 8.11 require the Seller's express consent. Where required consent is not given, the existing Terms continue to apply, and we may terminate under Section 15.2.

20.5 Shorter periods. The period may be shorter, or may be waived, where we must change the Terms to meet a legal or regulatory obligation, where an unforeseen danger requires immediate action, or where the Seller expressly waives it.

20.6 Version archive. Earlier versions of the Terms are kept available on the Distrio website. Versions that applied to existing Customer Transactions remain applicable to them.

20.7 Notices. Notices to Sellers are sent to the email address in the account or shown in the Seller dashboard. Sellers must keep their email address current. Notices to Distrio are sent to contact@sleaper.net or by post to the address in the Preamble.

21. Disputes and complaints

21.1 Internal complaint-handling system. Sellers may file complaints about our decisions, including suspension, restriction, termination, removal of content, payouts, ranking or non-compliance with these Terms, by email to contact@sleaper.net. We will: confirm receipt without delay; review the complaint carefully and without discrimination; inform the Seller of the result and the reasons in clear language, normally within 14 days; reverse the decision where the complaint is justified; explain further options for redress. The process is free of charge and does not replace other legal remedies.

21.2 Mediation. If a dispute is not resolved through the internal process, a Seller who is a business user within the meaning of the P2B Regulation may request mediation. We will take part in good faith in mediation with the mediators named on the complaint-handling page of the Distrio website, which lists at least two mediators, and bear a reasonable share of the costs. This does not exclude court proceedings.

21.3 DSA rights. Users may also exercise their rights under the DSA, including lodging a complaint with the competent Digital Services Coordinator and, where available, turning to a certified out-of-court dispute-settlement body.

21.4 Consumers (VSBG). Distrio is neither willing nor obliged to participate in dispute-resolution proceedings before a consumer arbitration board (§ 36 VSBG). The EU Online Dispute Resolution platform has been discontinued and is not used.

21.5 Seller-Customer disputes. Disputes between Sellers and Customers are to be resolved between them. Distrio's role is limited to the functions described in these Terms, such as providing available information on the transaction, except where the law requires otherwise.

22. Survival of customer licenses and contracts after seller termination

22.1 Customer licenses remain valid. Termination, suspension or deletion of a Seller's account does not by itself end or limit licenses or rights that Customers have lawfully acquired. Such licenses continue under their License Terms whether or not the Seller is still active on the Platform.

22.2 Exclusive licenses. Exclusive licenses remain in effect. The Seller must not grant conflicting rights after its account ends. Distrio is not required to enforce exclusivity against third parties.

22.3 Records of licenses. We keep order and license records (order data, the version of the License Terms accepted, product and delivery information, timestamps) for the statutory retention periods under German commercial and tax law, and for as long as needed to defend or enforce legal claims. These records are made available to the Seller on request and to Customers regarding their own purchases, and are processed under Annex 1 and the Privacy Policy.

22.4 Download access. For 12 months after a Seller's account ends, we will, as far as technically and legally possible, keep purchased files available for download to Customers who bought them. Where possible we will notify Customers before access is removed, so they can save their files.

22.5 Deleted Products. A Seller may remove Products from sale at any time. Removal does not affect existing Customer licenses. A Seller may not delete files of Products already sold unless Customers have had the chance to download them, or unless removal is legally required, for example after a justified copyright notice.

22.6 Missing Sellers. If a Seller disappears, cannot be reached or becomes insolvent, Distrio is not obliged to take over the Seller's duties such as support or warranty. Distrio may, at its discretion, help Customers by giving access to records or data to the extent legally permitted.

22.7 Subscriptions. Seller-Customer subscriptions end with the Seller's account unless the Seller transfers them to another account. Customers will be informed of the end and of any refund due for the period not delivered.

22.8 Seller's duties. Before closing their account, Sellers must deal properly with ongoing Customer Transactions, including open support requests and warranty claims, and inform their Customers where appropriate.

Final provisions

Severability. If a provision of these Terms is or becomes invalid, the remaining provisions stay valid. In place of an invalid provision, the statutory rule applies (§ 306 BGB).

Entire agreement. These Terms, including Annexes 1 and 2, the Fee Schedule and the Privacy Policy, form the entire agreement between Distrio and the Seller regarding use of the Platform.

Contact. Marco Oberle (Distrio), Ludwigstraße 10, 76470 Ötigheim, Germany, contact@sleaper.net.

Annex 1: Data Processing Addendum (Art. 28 GDPR)

A1.1 Scope. This Annex applies where Distrio processes personal data on behalf of a Seller. The Seller is the controller and Distrio is the processor.

A1.2 Subject matter, duration, nature and purpose. Hosting storefronts, processing orders, delivering digital Products, sending transactional emails and storing order and license records for the Seller. Processing lasts for as long as the Seller uses the Platform, plus the periods in Sections 15 and 22.

A1.3 Data and data subjects. Data subjects are Customers and Visitors of the Seller's storefronts. Data categories are name, email address, billing address, order and license data, download logs, IP address, payment status (full card data is processed by the Payment Provider and not stored by Distrio), and any other data the Seller enters or collects through the Platform.

A1.4 Instructions. Distrio processes the data only on the Seller's documented instructions, which are these Terms, this Annex and the Seller's use of Platform features. Distrio will tell the Seller if it believes an instruction violates data-protection law.

A1.5 Confidentiality. Persons authorised to process the data are bound to confidentiality.

A1.6 Security. Distrio maintains technical and organisational measures appropriate to the risk (Art. 32 GDPR), including encryption in transit, access control and authentication, logical separation of the data of different Sellers, backups and regular software updates.

A1.7 Sub-processors. The Seller gives general authorisation for the sub-processors in Annex 2. Distrio will inform the Seller of intended additions or replacements at least 14 days in advance by email or notice in the dashboard. The Seller may object on reasonable data-protection grounds within that period. If the parties cannot resolve the objection, the Seller may terminate the affected service. Distrio imposes on sub-processors data-protection obligations equivalent to this Annex and remains responsible for them.

A1.8 Third-country transfers. Transfers outside the EEA take place only on the basis of an adequacy decision (including the EU-US Data Privacy Framework for certified providers) or the EU Standard Contractual Clauses, together with additional measures where needed.

A1.9 Assistance. Taking into account the nature of the processing, Distrio assists the Seller with data-subject requests and with the Seller's duties under Articles 32 to 36 GDPR, to the extent the Seller cannot meet them without Distrio's help. Distrio may charge a reasonable fee for support that goes beyond normal use of the Platform.

A1.10 Personal-data breaches. Distrio notifies the Seller without undue delay, and where possible within 48 hours, after becoming aware of a personal-data breach affecting the Seller's data, with the information available to it.

A1.11 Return and deletion. After the end of the services and the export period in Section 15.6, Distrio deletes the Seller's personal data within 30 days or returns it on request, unless law requires retention (for example license and order records under Section 22.3).

A1.12 Evidence and audits. Distrio provides the information necessary to demonstrate compliance with this Annex. Audits are possible on reasonable prior notice, not more than once a year, at the Seller's cost and without disrupting operations. Certificates or reports of sub-processors may be used as evidence.

A1.13 Seller as controller. The Seller is responsible for the lawfulness of the processing, for informing data subjects and for the lawfulness of its instructions.

A1.14 Liability and precedence. Liability is governed by Section 18 and the statutory rules. For processing on behalf of the Seller, this Annex prevails over the other parts of the Terms.

Annex 2: Sub-processors

Vercel Inc. – Application hosting and delivery (request data, IP addresses, application data). Supabase Inc. – Database and authentication (account, order and license data). Cloudflare, Inc. – Object storage (R2) for files, CDN, DNS (uploaded files, download requests, IP addresses). Stripe – Payment processing and Seller onboarding, also an independent controller for its own purposes (payment, identity and verification data). Resend – Transactional email delivery (email address, email content, delivery data).

Providers process data in the EEA or in third countries under the safeguards in Annex 1, A1.8. Changes follow the procedure in A1.7.