DRAFT – PENDING LEGAL REVIEW

Version CS-CA-EN-0.2

COMICSTATION CREATOR AGREEMENT

(Licensing, upload and revenue share agreement – concluded electronically)

DRAFT – LAWYER REVIEW REQUIRED. This is not legal advice. The owner will have a Vietnamese lawyer review it before it is used as a final text. If the Vietnamese and English texts differ, the Vietnamese version prevails.

Version: CS-CA-EN-0.2 (draft) · SHA-256: stored with the acceptance record when you sign.

Plain-language summary

This summary does not replace the agreement.

You keep ownership of your comics. ComicStation receives a non-exclusive licence to host, display, AI-translate into about 70 languages, distribute and promote them.
ComicStation is an intermediary hosting platform and an e-commerce distributor: it sells reading access and pays royalties. It is not a collection agent and it is not a wallet. It does not create your comic and it does not pre-review what you upload.
You promise the comic is yours or that you hold the rights, and you bear full legal responsibility under the law of your country, Vietnamese law and international law if you upload someone else's work.
A comic found to be copied will be removed. Earnings can be frozen and clawed back to refund sponsors and readers and to deal with the true owner. The account may be closed.
Translation revenue is split in two tiers, using the rates stored in translation_pricing. Tier 1 is the author and the sponsor. Tier 2 is ComicStation's fee on each of those parts. You pay nothing to translate. A sponsor pays to open the translation.
Paid reading in the original language is not built yet. When it is offered, the author receives the larger share and there is no sponsor.
Clicking "I agree and sign" after reading the text and ticking the boxes concludes this agreement electronically. A one-time code will be added later. Until then, being signed in is the authentication that is logged.

Worked coin example

Illustrative example, not a promise. The figures are read from translation_pricing when this page is built. They are not written into the terms as fixed prices.

Columns in use: coins_per_page_chapter = 20; later_reader_bps = 3000; creator_gross_bps = 7000; sponsor_share_bps = 3000; platform_of_creator_bps = 3000; platform_of_sponsor_bps = 1000; creator_share_bps = 7000; platform_share_bps = 3000; vnd_per_coin = 1000.

One 20-page chapter. The sponsor pays 20 coins per page, 400 coins for the chapter. One later reader pays 30% of that price, which is 120 coins for the chapter. Tier 1 of the later-reader payment: author 70% = 84 coins; sponsor 30% = 36 coins. Tier 2: ComicStation takes 30% of the author's part = 25.2 coins, and 10% of the sponsor's part = 3.6 coins. Left after both tiers: author 58.8 coins (49%), sponsor 32.4 coins (27%), ComicStation 28.8 coins (24%). Paid original-language reading is not built yet. When it opens, the author receives 70% and ComicStation receives 30%. The sponsor has no share of that line.

The cash basis of a royalty is the net cash actually received for that read. Each coin purchase records a per-user lot whose VND and USD value is the price paid minus the payment-gateway fee, with the foreign-exchange snapshot taken at purchase. When coins are spent, the money value of the lots consumed in first-in first-out (FIFO) order is what the two tiers split. Bonus, promotional and free coins carry zero value and create no royalty. Refunds and chargebacks of a purchase reverse earnings that are still in the holding period.

Clause 1. Definitions

1.1. "ComicStation", "we": the Vietnamese entity that operates the ComicStation website and app (the "Platform"). The legal name, enterprise code and address will be completed when the lawyer finishes the release text.

1.2. "Creator", "you": an individual or organisation that registers a creator account and enters this agreement, including a copyright owner who did not draw the work.

1.3. "Work": comics, chapters, pages, covers, titles, descriptions, character names, dialogue and other material you upload.

1.4. "Translation": a version in another language produced by ComicStation with AI, with or without human editing, including translated text, lettering and metadata. It is produced under your licence in Clauses 6 and 7. It is not a story ComicStation invented.

1.5. "Sponsor": the user who pays the first translation sponsorship to open the translation of one chapter into one language. Each chapter and language has one sponsor.

1.6. "Translation sponsorship": the coins a sponsor pays for ComicStation to produce and publish that translation. It is a prepaid service fee to open a translation. It is not a capital contribution, loan, security or purchase of shares. The sponsor acquires no ownership of the original work or of the AI translation and is not guaranteed any payment.

1.7. "Later reader": a user who spends coins to read a translation a sponsor has opened.

1.8. "Translation revenue", and the basis of a royalty: the net cash ComicStation actually received for that read. Each coin purchase records a per-user lot whose VND and USD value is the price paid minus the payment-gateway fee, with the foreign-exchange snapshot taken at purchase. When coins are spent, the money value of the lots consumed in first-in first-out (FIFO) order is what is split. Bonus, promotional and free coins carry zero value and create no royalty. Refunds and chargebacks of a purchase reverse earnings that are still in the holding period.

1.9. "Coins": prepaid service credit, usable only on the Platform to unlock a chapter or to sponsor a translation. Coins are not money, e-money or a means of payment. Coins are not exchangeable for cash, not transferable between accounts, and not redeemable. ComicStation is not a wallet.

1.10. "Original-language revenue": coins readers pay to read the work in its original language, if and when ComicStation offers that, plus tips if a tip feature is offered. It does not include sponsorships or translation revenue.

1.11. "Policies": the terms of use, privacy policy, coin rules, content standards, and the notice, removal and counter-notice process summarised in Clause 10. Policies published on the Platform form part of this agreement.

Clause 2. Subject matter and priority

2.1. This agreement covers uploads, the licence, translation sponsorship, revenue share and the parties' responsibilities.

2.2. If there is a conflict: (1) a separate agreement signed by ComicStation; (2) this agreement and its schedules; (3) the policies.

2.3. Each time you upload a series you confirm the Upload Declaration (Schedule A). It is part of this agreement.

Clause 3. Eligibility

3.1. An individual creator must be at least 18 with full civil capacity. A person aged 16 to under 18 may take part only with a legal representative who also signs; payouts go to the representative. An organisation must be lawfully established.

3.2. Uploading needs a verified account. Receiving money will also need a government ID, tax information and a payout account in your name when withdrawals open. ComicStation may ask for more checks when risk appears.

3.3. Identity information must be true, accurate and current. Each person may hold one paid creator account unless ComicStation agrees otherwise.

Clause 4. Warranties about rights

When you upload and throughout the term, you represent and warrant that:

4.1. You personally created the work and own it, or you are the lawful owner, or you hold a written licence wide enough to grant ComicStation every right in Clauses 6 and 7, including translation into other languages and paid distribution worldwide, except exclusions in Schedule A.

4.2. If there are co-authors, you have their written consent to the upload, the licence and the revenue arrangement, and you pay them yourself.

4.3. The work does not copy, adapt, translate, scan, raw, scanlate or compile anyone else's work without permission, and it does not infringe copyright, related rights, trademarks, protected characters, image rights or any other third-party right.

4.4. You have not granted an exclusive right that conflicts with this licence, in particular translation or digital distribution. Any limit must be declared in Schedule A.

4.5. You truthfully declare whether AI tools were used to create the work.

4.6. The work complies with Vietnamese law and ComicStation's content standards, including rules on prohibited content and the protection of children.

4.7. You keep, and provide within 5 working days on request, source files, sketches, edit history, earlier publication links, licence agreements and other evidence.

4.8. A false warranty or uploading someone else's work may lead to civil, administrative or criminal liability under Vietnamese law, the law of your country of residence, the law of the place of infringement and international treaties, including the Berne Convention. You bear that responsibility and the indemnity in Clause 12.

4.9. You notify ComicStation immediately if a warranty stops being true.

Clause 5. Public domain and open licences

5.1. You may upload a work you did not create only with a full declaration of source, the basis for public-domain status or the open-licence name and version, and a copy of the source page.

5.2. NC licences are shown free, without ads and without paid sponsorship. ND licences are not translated. SA licences, if translated, are released under the same licence and do not use a single exclusive sponsor. ComicStation may choose not to translate SA works.

5.3. An uploader who is not the author does not receive the author's share of translation revenue. ComicStation may pay a smaller editing amount if restoration is verified. A false declaration breaches Clause 4.

Clause 6. Licence to ComicStation

6.1. You keep ownership. This agreement does not assign copyright.

6.2. You grant ComicStation a non-exclusive, worldwide licence, except exclusions in Schedule A, paid under Clause 8, to: host and technically reproduce the work; display it and allow online reading, free or for coins; translate it into about 70 languages with AI, remove and insert text, and distribute the translations; promote it with excerpts, covers and your pen name without distorting the work; sublicense only to technical providers so they can perform this agreement. AI providers may not train their own models on the work.

6.3. Without a separate agreement, the licence does not include print, film adaptation, merchandise, or selling the work to another platform.

6.4. ComicStation will not use the work to train generative AI models unless you tick a separate opt-in, which you may withdraw. Using the work to improve the translation of that same work is not AI training for this purpose.

6.5. Translating, lettering, adjusting balloons and adding an "AI translation" label are necessary and are not distortion. You may report translation errors.

6.6. ComicStation sets coin prices, display order and translation languages transparently. Prices are read from translation_pricing. They are not frozen in this agreement.

Clause 7. AI translations

7.1. A translation is a derivative work produced under your licence. It is made by AI and may contain errors. ComicStation labels it "AI translation" and does not guarantee complete accuracy.

7.2. To the extent the law recognises rights in a translation because a ComicStation editor changed it, those rights belong to ComicStation and may be used only together with the work on the Platform. Sponsors and readers acquire no ownership of the translation.

7.3. You may exclude languages or territories in Schedule A. A language that already has a sponsor is handled under Clause 14.

Clause 8. Sponsorship and revenue share

8.1. Only a work that has passed checks, from an eligible creator, and that is not barred from paid use under Clause 5, may be opened for sponsorship.

8.2. The sponsor pays the chapter rate in translation_pricing for that language tier. Later readers pay later_reader_bps of that price. ComicStation may change rates with prior notice on the Platform.

8.3. The initial sponsorship pays for translation and operating cost. You pay nothing for the AI translation.

8.4. The money value of the FIFO coin lots consumed by a read is split in two tiers, using the basis-point columns in translation_pricing. On the default configuration the remainder is about 49% to the author, 27% to the sponsor and 24% to ComicStation:

Tier 1: the author receives creator_gross_bps and the sponsor receives sponsor_share_bps. Those two rates sum to 100% of the money value of the read.
Tier 2: ComicStation takes platform_of_creator_bps of the author's part and platform_of_sponsor_bps of the sponsor's part.
What the author, the sponsor and ComicStation keep is the result of both tiers. Schedule B lists the columns and an example taken from the live configuration.
Coins with no lot, and the bonus part of a spend, have zero value.

Illustrative example, not a promise. The figures are read from translation_pricing when this page is built. They are not written into the terms as fixed prices.

8.5. Paid reading in the original language is not built yet. If and when ComicStation offers it, original-language revenue is split by creator_share_bps to the author and platform_share_bps to ComicStation. The sponsor receives none of it. Tips, if offered later, will have their own rate published in Schedule B before any money is taken.

8.6. The sponsor's share is a contractual sponsorship benefit between ComicStation and the sponsor. It is not your debt. You grant the sponsor, through ComicStation, a licence to use the original work so the translation can be made and so revenue can be shared under this clause. The sponsor does not own the AI translation. You must not make side deals with a sponsor to bypass the Platform.

8.6A. A sponsor reward is capped from royalty_config: by default 1.5 times the net cash sponsored (sponsor_cap_bps = 15000) and a 24-month window from the day the translation went live. After the cap or the window, the sponsor's part of later reads goes to the author. A sponsorship is non-transferable. There are no referral rewards.

8.7. Unlocks by fake accounts, wash purchases or collusion are excluded from revenue and may end this agreement.

8.8. You can view sponsorship counts, unlocks, held balance and withdrawable balance when those screens are available.

Clause 9. Holding, freezes and tax

9.1. Your share is recorded in money on the royalty ledger, separate from the coin balance, in the payout currency you chose (VND or USD). The USD amount on each earning is the foreign-exchange snapshot stored when the coins were purchased. It is not a rate taken at payout.

9.2. An earning stays pending for the hold in royalty_config (30 days by default) and then becomes available. The default payout threshold is 200,000 VND or 10 USD. Only a person aged 18 or over whose identity status is verified may request a payout. ComicStation reviews, approves and marks a payout paid. There is no automatic movement of money.

9.3. ComicStation may freeze balances related to a work when a valid infringement notice arrives, fraud is indicated, an authority so requests, or you do not provide evidence under Clause 4.7. A freeze follows Clause 10.

9.4. If the work infringes, or you breach Clause 4 or 5, ComicStation may set off amounts against your balances and future earnings, demand repayment of amounts already paid, and hold balances to pay the true rights holder and to refund sponsors and readers under Clause 10.

9.5. For each framework contract (author or sponsor, counted separately), ComicStation withholds personal income tax on the part above a threshold. The rate and the threshold are read from royalty_config. They are not hard-coded beyond that formula. The default for a Vietnam resident is 5% of the part above 20,000,000 VND under that framework contract. A non-resident uses a separate configured rate and threshold, also 5% and 20,000,000 VND by default. The withheld amount is recorded on each payout. You provide tax information and remain responsible for any tax still due where you live.

Clause 10. Notices, removal and refunds

10.1. ComicStation receives infringement notices through the form on the Platform. The process below is part of this agreement. It follows Articles 113 and 114 of Decree 17/2023/ND-CP, Article 36.7 of Decree 147/2024/ND-CP, and applicable foreign takedown rules.

10.2. ComicStation may remove or disable the work and all translations: within 24 hours of a written request from a competent authority; within 72 hours (internal target 24 hours) of a rights-holder request with evidence; and immediately on a clear sign of infringement.

10.3. On a temporary removal, ComicStation freezes earnings for that work and stops new sponsorships and new paid reads. You are told the reason and have 10 working days to send a counter-notice with evidence and a statement that you accept legal responsibility. If there is no valid counter-notice, the work is removed and one strike is counted.

10.4. On a final removal for infringement: sponsors are refunded under the Sponsor Terms (sponsorship coins paid, minus the sponsor share already received on counted reads, not below zero; a full refund of the sponsorship coins if removal is within 30 days of the sponsorship). Later readers receive coin credit back for unlocks in the 30 days before the temporary removal. A refund or chargeback of a coin purchase reverses royalty earnings that are still pending. Earnings that have left the holding period are not reversed by that refund. Your frozen share is used to cover those refunds and a lawful claim by the true owner. The notice calls this a translation sponsorship refund.

10.5. If a counter-notice succeeds and there is no infringement, the work is restored and frozen balances are released on the holding schedule.

10.6. You agree that ComicStation may forward your contact details and counter-notice to the complainant, and the other way around, as the law and the takedown process require.

Clause 11. Repeat infringement

11.1. Each valid notice that is not successfully countered, or each ComicStation finding that a work infringes, is one strike.

11.2. One strike: removal, a warning, a freeze of related earnings, and no new sponsorships for 30 days. Two strikes in 12 months: uploads and withdrawals suspended for 90 days. Three strikes in 12 months: this agreement ends and the account is closed.

11.3. Deliberately passing off someone else's work as your own, forging evidence, impersonation, or opening a new account to evade a ban ends the agreement immediately.

Clause 12. Indemnity

12.1. You shall indemnify, defend and hold harmless ComicStation, its managers and staff, sponsors and readers from claims, lawsuits, penalties, refunds and reasonable costs, including attorneys' fees, arising from: breach of Clause 3, 4 or 5; the work infringing a third party; a dispute with a co-author or licensor; or your violation of law.

12.2. The indemnity is unlimited for wilful or fraudulent conduct. Otherwise it is limited to actual loss and reasonable costs, to the extent the law allows. The lawyer will review any cap before release.

Clause 13. Limit on ComicStation's liability

13.1. The Platform is provided as is. ComicStation does not guarantee earnings, readership or a perfectly accurate translation.

13.2. Except for wilful misconduct, gross negligence, infringement of your moral rights, or where the law does not allow a limit, ComicStation's total liability to you shall not exceed the revenue share paid or payable to you in the 12 months before the event.

13.3. Nothing excludes a right or duty that Vietnamese law does not allow to be excluded.

Clause 13A. Intermediary hosting and uploaded works

13A.1. ComicStation is an intermediary hosting platform and an e-commerce distributor. It provides storage and display tools, sells reading access and pays royalties. It is not a collection agent and it is not a wallet. It does not create the work, it is not the publisher of the work, and it does not pre-review content you upload before the work is stored on the Platform.

13A.2. To the extent the law allows, including the rules on intermediary service providers, ComicStation is exempt from liability for works you upload and for lawsuits arising from those works, where ComicStation did not know of the infringement and followed the removal process in Clause 10. This exemption does not cover ComicStation's own wilful misconduct, and it does not remove the duty to take a work down once ComicStation knows.

13A.3. You warrant that the work is original or that you hold sufficient rights. You bear full legal responsibility for the work under the law of your place of residence, Vietnamese law and international law.

13A.4. You indemnify ComicStation, sponsors and readers under Clause 12 for claims and lawsuits arising from a work you upload.

13A.5. AI translations are produced by ComicStation on your licence in Clauses 6 and 7. Producing a translation does not make ComicStation the author of the original work, and it does not reduce the warranties in Clause 4.

13A.6. On a dispute or removal, money is handled under Clauses 9 and 10: earnings are frozen, sponsors and readers are refunded, and amounts needed for the true rights holder are held.

Clause 14. Term and ending

14.1. This agreement starts when you click "I agree and sign" and continues until it ends. You may withdraw a work or end the agreement on 30 days' notice through the Platform.

14.2. ComicStation may end it on 30 days' notice for operational reasons, or immediately if you breach Clause 3, 4, 5 or 11.3, or if an authority requires it.

14.3. If you withdraw without a breach, a translation that already has a sponsor stays readable for the survival period in Schedule B. During that period the split in Clause 8 continues. No new sponsorship opens from the notice date.

14.4. If the agreement ends for breach or the work is removed for infringement, the work and all translations come down and money is handled under Clause 10. You receive nothing from the infringing work.

14.5. Clauses 4, 9, 10, 11, 12, 13, 13A, 14 and 15 survive.

Clause 15. Records, data and electronic acceptance

15.1. ComicStation keeps the agreement version, the hash, the consent log, upload declarations and takedown files for as long as needed to prove the contract, resolve disputes, keep accounts and meet duties to authorities.

15.2. Personal data is processed under the Law on Personal Data Protection No. 91/2025/QH15, Decree 356/2025/ND-CP and the privacy policy. Separate boxes record identity checks, transfer of data abroad to service providers, and disclosure in the takedown process.

15.3. This agreement is concluded by electronic means under the Law on Electronic Transactions No. 20/2023/QH15. Being shown the full text, ticking the required boxes, and clicking agree while signed in is your electronic signature. A one-time code to your phone or email will be required when ComicStation turns that step on. Until then, the log stores your account id, time, IP address, browser, version, hash and the boxes you ticked. The parties accept that log as evidence.

15.4. ComicStation may amend this agreement with at least 30 days' notice. An adverse change to the split, the licence or the holding period applies only if you accept it again. If you do not, you may end the agreement and the previous version continues during the notice period. Publishing again after the agreement version changes requires acceptance of the version then in force.

Clause 16. Governing law

16.1. This agreement is governed by the laws of Vietnam. That does not limit mandatory rules of the place where an intellectual-property infringement occurs, as they apply to your liability to a third party.

16.2. The parties first use the internal complaint channel for 30 days. A dispute between ComicStation and you is then resolved by arbitration at the Vietnam International Arbitration Centre (VIAC), one arbitrator, with the seat in Vietnam. The award is final. A true rights holder who is not a party is not bound by this arbitration clause.

16.3. This agreement does not create employment, agency or a joint venture. You may not assign it without ComicStation's consent.

Schedule A. Upload declaration

For each series you choose one basis of rights: sole author; co-author; owner or licensee; public domain; or an open licence. You declare excluded languages or territories and any use of AI in creation.

Required boxes:

You created the work or hold the rights to upload it and to license ComicStation to translate it into about 70 languages and distribute it for a fee worldwide, except exclusions.
The work does not contain copied, scanned, raw or scanlated material, or anyone else's intellectual property, without permission.
Every co-author has consented in writing.
You will provide evidence within 5 working days on request.
If the declaration is false, the work will be removed, earnings may be frozen or clawed back to refund sponsors and the true owner, the account may be closed, and you bear full legal responsibility.

You type your full name to confirm.

Schedule B. Commercial parameters

The figures below are read from the translation_pricing row in force when this page is shown. When that configuration changes, the example on the page changes with it. An adverse change to your share applies only after you accept a new agreement version.

Illustrative example, not a promise. The figures are read from translation_pricing when this page is built. They are not written into the terms as fixed prices.

AI translation cost paid by the creator: 0. The sponsor pays to open the translation.

Paid original-language reading: not open yet. When it opens, the author receives creator_share_bps and ComicStation receives platform_share_bps.

Royalties are paid in VND to a Vietnam bank account, or in USD to PayPal, Payoneer, Wise or an international bank account, as recorded on the payee profile. The foreign-exchange snapshot stays on the coin lot and on the earning. A payout does not take a new rate. The default hold is 30 days. The default threshold is 200,000 VND or 10 USD. Identity is a status on the profile. No identity vendor is attached.