Seller’s Agreement

EFFECTIVE DATE: February 12, 2024

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, wallpaper, home goods 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 help@spoonflower.com.

1) Selling Content

Participation in the Marketplace is optional, and open to all users who choose to participate and abide by the terms of this Agreement. By default, all Content will initially be identified as 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 design’s repeat style and resolution.

As with any other Content, you represent and warrant that you own or otherwise are authorized to use the design and to offer it 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 or infringement of third-party rights. 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. Should any content you upload to the site be determined to violate these tenets, any Royalties earned under your account may be withheld at Spoonflower’s discretion and your account may be suspended.

Before a design can be made available to purchase through the Marketplace, you must approve your design through Spoonflower’s Digital Proofing Tool to confirm that the colors, design and other aspects of the design reproduce correctly. You still have the option to order a sample of the design prior to making it available to purchase. If you elect to order a sample, 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 royalty. Applicability of the ten percent discount (referenced below) for your order of a sample will be subject to the type of sample you order and eligibility is determined by Spoonflower. Spoonflower is not responsible for any flaws in your design, regardless of whether you have approved it through the Digital Proofing Tool.

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 provide timely 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 approve your design through the Digital Proofing Tool.

You may list a maximum of fifty (50) new designs for sale during any seven (7) day period as defined as a calendar week (Monday 00:00 PT and ends Sunday 23:59 PT). Any design that has been continuously listed for sale for a two (2) year period during which time no sales have occurred may be automatically delisted for sale from the Marketplace. Any de-listed design will be marked as "private" and not available for sale unless you subsequently elect to designate it as for sale, subject to the listing limit set forth herein.

When Spoonflower manufactures products purchased through Spoonflower’s Marketplace that feature your designs, you acknowledge and agree that Spoonflower may donate to third parties any such resulting manufacturing waste that features your designs.

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 fabric, wallpaper and finished home décor bearing your Content sold by you through the Marketplace you will receive a portion of the proceeds resulting from the sale in an amount equal to ten percent (10%) of the retail price paid by the buyer, after application of any promotions or discounts received by the customer (“Royalties”). Your Royalty amount will never reflect a discount of more than 50%. Even if a customer were to redeem a free product and pay $0, your Royalty will be calculated as if the customer paid 50% for that item.

If sales of products bearing your Content exceed certain levels in any given month, you will receive bonus amounts, as shown below, in addition to the Royalties:

Total monthly earnings between $300 and $999 = additional 1% bonus royalty (“Bonus Royalties”) on the entire monthly sales amount generated.

Total monthly earnings between $1000 and $1499 = additional 3% Bonus Royalties on the entire monthly sales amount generated.

Total monthly earnings of $1500 or more = additional 5% Bonus Royalties. on the entire monthly sales amount generated.

For purposes of calculating any Bonus Royalties, total monthly sales are calculated based upon the retail price paid by the buyer, after application of any promotions or discounts received by the customer, subject to the 50% maximum discount described above.

Where distinction is not necessary, Royalties and Bonus Royalties are referred to collectively as “Royalties.” Royalties will be paid out, as described in greater detail below, once per month. Any Bonus Royalties will be calculated after the end of the month based on total monthly sales and if earned, will be included with the next payout.

If you purchase fabric, wallpaper or home decor bearing your own Content, you will not receive payment of a royalty on the purchase; rather, you will receive a ten percent (10%) discount off of the retail price(s) of the fabric, wallpaper and/or home décor 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 Royalties on purchases that are returned, refunded, or that are subject to a third-party objection asserting a violation of the copyright, trademark or other proprietary rights of any third-party. If Spoonflower has already paid you for products that are subsequently returned or subject to a third-party objection, these amounts will be deducted from any future Royalties.

If you sell Content via the Marketplace, the amount of money you have earned through Royalties (including Bonus Royalties) -- represented as “Spoondollars” -- will be visible by choosing the link titled “account” and visiting the tab labeled “Spoondollars.” All Spoondollar amounts represent a value in US Dollars (USD). For sales made from purchases in non-USD currencies, Royalties will be converted to USD using the last published exchange rate for the previous day. You may apply your Spoondollars credit to purchases you make on the Site or opt in to receive your Spoondollars via PayPal, provided your balance of Spoondollars is over $10.00. To those opted in, Spoonflower automatically sends Spoondollars via PayPal monthly, before the 15th of the month for all royalties earned in the preceding full calendar month. 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 Royalties forward to the following month or until a total of $10 is reached. You are responsible for ensuring the information in your Spoonflower account and your PayPal account is accurate and complete. 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 Royalties 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

Any earnings made from selling designs in the Spoonflower Marketplace are considered by the United States IRS to be royalties. As Spoonflower is a global entity, and tax authorities worldwide employ different terms, royalties are referred to in this Agreement as “Royalties.” The use of Royalties is as a defined term and is not intended to convey or imply any position with regard to the nature of the earnings or how they will be classified by a specific tax authority. Any such determination should be done under consultation with a tax advisor.

Royalties earned must be declared as income. Please consult your tax advisor or the IRS website, or a tax authority in your country for more information on how to declare your earnings from Royalties.

Spoonflower requires designers who make their designs available for sale in the Marketplace to provide certain tax information. You agree to provide and maintain accurate tax information to 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 is provided via the Site by accessing the “Tax Info” tab in your account.

Failure to provide complete tax information will result in the removal of your ability to sell in the Marketplace. Providing inaccurate tax information will require a withholding of a portion of Royalties for remittance to the IRS, or removal of your designs from the Marketplace. By January 31st of the following year, Spoonflower will send out 1099-misc forms for all US designers, or form 1042-S for international designers by mid-March, who received USD$10 or more in Royalties 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.

4) Privacy Policy

Your privacy is very important to us at Spoonflower. Information concerning the data we collect and store and how that information is used is set forth in the Privacy Policy. By offering designs for sale through the Marketplace, you expressly consent to Spoonflower’s use of your personal information (including using email to communicate with you) as described in the Privacy Policy, 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 Royalties in the same manner as if a third-party had ordered products bearing your design directly from the Site.

5) Indemnity

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, THE DIGITAL PROOFING TOOL, 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, THE DIGITAL PROOFING TOOL, 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.

7) Miscellaneous

All other terms applicable to your use of the Marketplace and any other features of the Site are set forth in the Terms of Service.