You (as used herein, “you,” “You” or “User”, shall refer to the user of the Site) have elected to make your designs available to other people for purchase as fabric, wall paper, wrapping paper or other products through the marketplace available on the Site (the “Marketplace”). Participation in the Marketplace is optional and is available to anyone who agrees to the terms of this Agreement. This seller’s agreement (the “Agreement”) shall govern your activities using the Marketplace and the sale of any designs through the Marketplace. This Agreement is in addition to your obligations under the Spoonflower terms of service (the “Terms”), which is incorporated herein by reference. Any defined term used in the Agreement that is not otherwise defined here shall have the meaning ascribed to it in the Terms.
By using the Marketplace, including without limitation by identifying your Content as available for sale and/or offering to sell your Content through the Marketplace, you are indicating your agreement to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not authorized to make Content available through the Marketplace.
We may modify the terms of this Agreement from time to time, and your sale or offer for sale of any item after the amendment to this Agreement shall signify your acceptance and agreement to be bound by the amended agreement. If you ever have any questions about this Agreement, please do not hesitate to contact us at firstname.lastname@example.org.
1) Selling Content
Participation in the Marketplace is optional, and open to all users who opt to participate and abide by the terms of this Agreement. By default, all Content will be identified private and not available for sale. To make an uploaded design available for purchase you must specifically designate it to be available for sale in your design library through the Site.
When you designate a design to be available for sale, you will have an opportunity to identify and set certain characteristics and qualities concerning the design, including a name, a description of the design, tags to help customers find the design and the predominant colors in the design.
As with any other Content, you represent and warrant that you own or otherwise are authorized to use the design being offered for sale. You further agree that the sale of the design will not violate the copyright, trademark or other proprietary rights of any third-party. Further, you will not use any third-party trademark, trade names, or publicity rights in connection with the name, description or tags associated with your design that may result in confusion as to the source of the design. Spoonflower reserves the right to modify, block, edit or delete any design, term or terms used to promote a design if it believes, in its exclusive discretion that the use may violate a third-party right or is otherwise objectionable.
Before a design can be made available to purchase through the Marketplace, you must order a sample of the design to confirm that the colors, design and other aspects of the design reproduce correctly. You are responsible for the costs associated with ordering and receiving the sample at prices to be determined exclusively by Spoonflower, and will not receive a commission or the ten percent discount (referenced below) for your order of a sample. A sample must be ordered for each design being made available through the Marketplace.
By opting to make Content available for sale through the Marketplace, you also agree to provide your accurate and up-to-date address information. You may be asked from time-to-time to provide a current address or verify that an address provided previously is correct. Failure to timely provide accurate and up-to-date address information will result in you not being able to sell or offer for sale any designs through the Marketplace. Spoonflower may, but is not required, to preserve your designs designated for sale (and the associated information) for a reasonable period of time so that if complete and accurate address information is eventually submitted you will be able to begin selling your designs without having to recreate the information and order samples of the design.
2) Pricing and Payment
By opting to make Content available for sale through the Marketplace, you agree that:
- Spoonflower will set the retail price for the products bearing your design when it is sold through the Marketplace.
- Upon receiving an order from a customer through the Marketplace for one or more of your designs, Spoonflower will print the product per the specifications associated with your Content and ship the products to the customer.
For all products bearing your Content sold by you through the Marketplace
you will receive a commission of the profit resulting from the sale in an
amount equal to ten percent (10%) of the retail price paid by the buyer,
regardless of any promotions or discounts received by the customer
(“Commissions”). If sales of products bearing your Content exceed certain
levels in any given month, you will receive bonus commissions, as shown below,
in addition to the Commissions:
- Total monthly sales between $3,000 and $9,999 = additional 1% Commission
- Total monthly sales between $10,000 and $14,999 = additional 3% Commission
- Total monthly sales of $15,000 or more = additional 5% Commission
- If you purchase fabric bearing your own Content, You will not receive payment of a commission on the purchase, rather, you will receive a ten percent (10%) discount off of the retail price of the fabric printed with your own Content.
- In order to improve the printing quality, Spoonflower may at its discretion adjust or modify your Content to achieve optimal results.
- You will not earn a Commission for purchases that are returned or refunded and if Spoonflower has already paid your for products that are subsequently returned, these amounts will be deducted from any future Commissions.
If you sell Content via the Marketplace, the amount of money you have earned through Commissions (including bonus Commissions) -- represented as “Spoondollars” -- will be visible by choosing the link titled “your account” and visiting the tab labeled “Spoondollars.” You may apply your Spoondollars credit to purchases you make on the Site or, if your balance of Spoondollars is over $10.00, choose to receive the money via PayPal. All amounts are represented and paid in US Dollars (USD). Spoonflower will send money via PayPal every fourteen (14) days. The responsibility of creating and maintaining a PayPal account and ensuring the associated account information is current and correct is yours. Your use of PayPal shall be governed by PayPal’s applicable terms of service. When requested, Spoonflower will make a good faith effort to pay you using the PayPal information you provide in connection with your account. If the Spoondollars in your account are less than $10.00, Spoonflower reserves the right to roll your accumulated Commissions forward to the following month or until a total of $10 is reached. If your account is inactive or terminated and Spoonflower is unable to contact you using the information in your account, we may also charge a termination fee equal to the unpaid commission amount in your account in order to cover the cost of administration. You hereby agree that this fee is acceptable and reasonable.
3) Taxes and Required Documentation
Commissions earned must be declared as income. Please consult your tax advisor or the IRS website for more information on how to declare your Commission earnings.
Spoonflower requires designers who make their designs available for sale in the Marketplace to provide certain tax information. You agree to provide accurate tax information upon request by Spoonflower, such information shall include but is not necessarily limited to, your complete and correct name, (business name for legal entities), and tax ID, Social Security number or Tax Identification number (as applicable).
Tax information can be provided via the Site by accessing the “Tax Info” tab in your account or can be sent via fax to+1 919 287 3181 or by e-mail to email@example.com
Failure to provide complete and accurate tax information will result in Spoonflower withholding of 30% of all Commissions for payment to the IRS. By January 31st the following year, Spoonflower will send out 1099-misc forms for all designers that receive $10 or more in Commissions in a year.
Additional information regarding tax reporting, the information required by Spoonflower for tax reporting and the associated process, is available at the Tax Forms Frequently Asked Questions page, which is incorporated herein by reference.
Without limiting the generality of the foregoing, you expressly acknowledge that Spoonflower has developed an application program interface (API) that will enable approved third-party websites and software to interact with the Site and upload Content, view publicly available Content and/or order products utilizing Content that is made available for sale through the Site. If you have designs that are available for sale through the Site, and an order is submitted from a third-party website or software utilizing the API, the order will be processed and you will receive Commissions in the same manner as if a third-party had ordered products bearing your design directly from the Site.
You agree to defend, indemnify and hold Spoonflower and Spoonflower’s officers, directors, employees and other Representatives harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) a third-party claim that any design you sell or offer for sale through the Marketplace or the Content associated with the design, violate an intellectual property right of the third-party; (b) your sale or offer for sale of any Content through the Marketplace; (c) your failure to pay your tax obligations arising from the sale of any designs through the Marketplace; or (d) your violation of this Agreement.
6) Disclaimer of Warranty
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKETPLACE TO SELL DESIGNS IS AT YOUR SOLE RISK. THE MARKETPLACE, THE SITE AND THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPOONFLOWER AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPOONFLOWER OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SPOONFLOWER DOES NOT MAKE ANY WARRANTY THAT (A) THE MARKETPLACE, ITS CONTENT OR ANY PRODUCTS ORDERED THROUGH THE SITE, INCLUDING FABRICS, WILL MEET YOUR REQUIREMENTS, OR (B) THAT THE MARKETPLACE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR SOLD BY YOU THROUGH THE MARKETPLACE WILL MEET YOUR EXPECTATIONS.
All other terms applicable to your use of the Marketplace and any other features of the Site are set forth in the Terms.
EFFECTIVE DATE: June 15, 2016