These rules apply to software source-code transactions conducted on the AmberVouch platform, including the publishing, review, transaction, delivery, settlement, and dispute handling of items. Where these rules conflict with the User Agreement, these rules prevail; matters not provided for herein are governed by the User Agreement.
Version v1.0 · Effective date 2026-10-03 · Last amended 2026-10-03
Operator: AmberVouch · Domain: ambervouch.com · Contact: service@ambervouch.com
← Back to Legal TermsThese rules apply to software source-code transactions conducted on the AmberVouch platform, including the publishing, review, transaction, delivery, settlement, and dispute handling of items.
3.1 Enterprise sellers must provide: business license (with business scope covering software, technical services, and related items), legal representative's ID, corporate account information, contact person and contact details.
3.2 Individual sellers must provide: front and back of ID card, real-name mobile number, and payment account information.
3.3 The platform will verify the above information and re-verify and update it at least every six months. Those who fail to complete verification within the period will have their items suspended by the platform.
3.4 One ID card number may not be onboarded both as an individual seller and as an enterprise member; one unified social credit code may not be onboarded repeatedly. The platform will monitor this.
4.1 To publish an item, the seller must provide the following information; missing any item, the item will not be listed: item name and description, originality statement (original work / authorized), open-source component list (including each component's name and license type), demo screenshot (at least 1), tech stack description, and pricing.
4.2 Sellers must not publish the following items: those containing others' code without authorization; those marked with an open-source license (e.g., GPL) yet claimed to be exclusively transferable; those involving state secrets or others' trade secrets; those with disputed ownership; those containing malicious code, backdoors, or intended for illegal use.
4.3 The platform has the right to conduct formal and substantive review of items. Item review and onboarding review are independent — passing onboarding does not mean the item can be listed.
5.1 The seller declares and warrants that:
5.2 If a third-party rights claim arises, the seller shall handle it on its own and bear full liability. The platform will take measures such as delisting and notice in accordance with the rules, and retain relevant records.
5.3 The seller shall properly keep ownership certificates (software copyright registration certificate, power of attorney, etc.). The ownership certificate is the only evidence in a dispute; the platform cannot prove on your behalf.
6.1 The income an individual seller earns from selling software source code through the platform belongs to "remuneration for labor services" under the Individual Income Tax Law.
Basis: the Announcement of the State Taxation Administration on Certain Matters Concerning Withholding Declaration and Agency Declaration for Practitioners on Internet Platforms (Announcement No. 16 [2025] of the State Taxation Administration) clearly states that income from providing profitable services such as design and technical services through internet platforms belongs to remuneration for labor services.
6.2 Software source-code transactions belong to technical services and design-type services, not "sale of goods," and therefore do not apply to the agency-declaration path for business income.
7.1 The platform is the statutory withholding agent for individual income tax. The platform will calculate and withhold individual income tax in accordance with the law.
7.2 Withholding method: calculated by the cumulative withholding method under the Measures for the Administration of Individual Income Tax Withholding Declaration (Trial) (Announcement No. 61 [2018] of the State Taxation Administration).
7.3 Remuneration for labor services is subject to a three-tier withholding rate at the withholding stage:
| Cumulative taxable income | Withholding rate | Quick deduction |
|---|---|---|
| Not exceeding RMB 20,000 | 20% | 0 |
| RMB 20,000–50,000 | 30% | 2,000 |
| Exceeding RMB 50,000 | 40% | 7,000 |
7.4 Cumulative taxable income = cumulative income − cumulative deduction (RMB 5,000/month)
7.5 Current withholding tax = cumulative taxable income × withholding rate − quick deduction − cumulative withholding tax already paid
7.6 The platform will file withholding declarations with the competent tax authority in accordance with the law, and retain withholding records for no less than three years.
8.1 Remuneration for labor services is deducted at RMB 5,000/month before cumulative withholding, with a higher deduction amount than business income.
8.2 An individual seller's service income may enjoy preferential policies such as VAT exemption for small-scale VAT taxpayers with monthly sales below RMB 100,000, and a 1% levy rate reduced from 3%, as prescribed.
9.1 Your actual credited amount = buyer's actual payment − platform service fee − individual income tax withheld by the platform.
9.2 The platform will disclose the above amounts on the settlement page to avoid disputes arising from misunderstanding.
9.3 The tax amount is affected by factors such as income amount and cumulative withholding; the actual withheld amount may differ from your expectation. The platform will inform the specific amount before settlement.
10.1 Do not register a shell individual industrial and commercial household or sole proprietorship with no substantive business to reduce tax burden.
Per publicly disclosed tax-enforcement cases: an empty-shell studio with only a registered entity but no rent, utilities, insured employees, or real business transactions is deemed to have converted the nature of income to avoid tax, constituting tax evasion.
10.2 The test is the "substance-over-form principle for taxation," not the form you registered.
10.3 The platform will not, and is not permitted to, provide such tax-avoidance advice. If a third-party institution gives you such advice, the consequences are borne by you.
10.4 "Not knowing the policy or being misled by an institution" cannot be a ground for exemption from liability.
11.1 Do not use multiple entities (individual + individual industrial/commercial household + company) to cross-list the same or similar source code.
11.2 The platform will monitor entity usage. If anomalies are found, it will require you to explain and retain relevant records.
11.3 The tax big-data ("governing by data") system has cross-entity data comparison capabilities; anomalous patterns may be directly identified.
12.1 Placing an order is deemed acceptance of all conditions stated on the item page, including authorization type, right category, and territorial scope.
12.2 The platform snapshots the item description and authorization terms at the moment of order. Subsequent modifications by the seller do not affect the agreed content of concluded orders.
13.1 After successful payment, the buyer may request a download link on the order page.
13.2 The download link is valid for 10 minutes, and upon expiry re-application is required. A maximum of 10 applications per hour per order.
13.3 The deliverable includes a SHA256 checksum. The buyer should verify file integrity before use.
13.4 Software source code, once delivered, cannot be reclaimed, and the refund cannot be recovered. Buyers should confirm requirements before ordering; if necessary, request a trial version from the seller.
14.1 Pursuant to Article 20 of the Software Protection Regulations: where software copyright is transferred, the parties shall conclude a written contract. Article 19: where an exclusive license is granted, a written contract shall be concluded.
14.2 The transfer/license contract must specify:
14.3 ⚠ Where the category of right or territorial scope is unclear, it is deemed not transferred; where unclear, it is governed by the law of the transferee's jurisdiction.
14.4 ⚠ "Transfer" and "license" are two different legal relationships. Vague expressions such as "authorized use" in a contract may leave you very passive in asserting rights later. Please use the platform's preset license templates, or have them drafted by a lawyer.
14.5 Pursuant to Article 19 of the Software Protection Regulations: where no written contract is concluded or exclusive license is not clearly agreed, it is deemed a non-exclusive right. Expressions such as "exclusive" or "sole" do not necessarily equal an exclusive license; the contract should clearly state "exclusive license."
15.1 Pursuant to Article 21 of the Software Protection Regulations, a transfer contract may be registered with the software registration authority.
15.2 Registration is not a requirement for the contract to take effect, but registration can defeat third parties.
15.3 That is: if unregistered, and the seller sells the same source code to a third party, the transferee may be unable to assert rights.
15.4 It is recommended that the seller register after the transaction is concluded. Registration materials include: the first 30 and last 30 pages of source code (no fewer than 50 lines per page) and the software documentation.
15.5 The platform indicates on the item details whether the buyer is allowed to register. Where marked "not allowed," the seller should have clearly stated the reason.
Pursuant to Article 22 of the Software Protection Regulations: where a citizen, legal person, or other organization of the PRC licenses or transfers software copyright to a foreigner, it shall comply with the relevant provisions of the PRC Regulations on the Administration of Technology Import and Export. For transactions involving overseas buyers, the seller shall confirm the relevant formalities on its own; the platform bears no such obligation.
The platform provides the following four license templates. The seller may only choose from the templates and may not freely fill in terms.
| Template | Nature of right | Category of right | Territory | Secondary transfer | Registration |
|---|---|---|---|---|---|
| Full transfer | Transfer | All property rights (except moral rights) | Buyer-specified | Allowed | Allowed |
| Exclusive license · China | Exclusive license | Reproduction, distribution, rental, communication through information networks | Mainland China | Not allowed | Allowed |
| Exclusive license · Global | Exclusive license | Reproduction, distribution, rental, communication through information networks | Global | Not allowed | Allowed |
| Non-exclusive license | Non-exclusive license | Reproduction, communication through information networks | Buyer-specified | Not allowed | N.A. |
The copyright owner always retains: moral rights (right of authorship, right to modify, right to protect the integrity of the work).
18.1 The seller must provide a complete open-source component list in the item details, including component names and license types.
18.2 If the source code contains components under a copyleft open-source license (e.g., GPL), the seller shall clearly disclose it, and may not authorize it by "exclusive license" or "full transfer."
18.3 A buyer who purchases source code containing copyleft-license components may face an obligation to disclose its derivative works. This is a significant risk for the buyer, and the seller has a full duty to disclose.
19.1 Settlement for enterprise sellers is executed at the rate in Chapter III of the Trade and Platform Service Rules.
19.2 Settlement for individual sellers requires real-name authentication and bank-card binding to be completed first, and is settled after the amounts are disclosed under Article 9.
19.3 The platform suspends settlement for orders with disputed ownership, unresolved buyer complaints, or under violation handling, until the dispute is resolved.
19.4 Withdrawal fees, arrival times, etc. are subject to the settlement page disclosure.
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