This Seller Agreement (“Agreement”) is entered into between Decorstock Technologies Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at Flat 1/2/3, DLF Building, Opp Savitri Cinema Complex, Greater Kailash 2, New Delhi - 110048 (“Company”, “we”, “our”), and the undersigned seller (“Seller”, “you”, “your”).
a) The Company operates an online intermediary platform decorstock.in (“Website”) facilitating the licensing of creative works (“Work(s)”) uploaded by sellers to third-party buyers.
b) The term “Work(s)” applies to all content, including, but not limited to - photographs, illustrations, vectors, images, templates, 3D assets, videos, and other pictorial or graphic works (collectively and including all associated keywords, descriptions, credits, and captions) that you submit to us or upload under these this seller Agreement or any other prior version thereof.
c) By registering and uploading Content, you agree to be bound by this Agreement.
d) Nothing herein shall create an employer–employee, partnership, or agency relationship between you and the Company.
e) By uploading your Works to the Website, you grant the Company a non-exclusive, worldwide, perpetual, fully-paid, and royalty-free license to use, reproduce, publicly display, publicly perform, distribute, index, translate, and modify the Work for the purposes of operating the Website; presenting, distributing, marketing, promoting, and licensing the Work to users; developing new features and services; archiving the Work; and protecting the Work.
f) We may use the Work for the purposes of marketing and promoting your Work, the Website, our business, and our other products and services, in which case you grant us a non-exclusive, worldwide, fully-paid, and royalty-free license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Work as needed, and we may compensate you at our discretion as described in the Payment Schedule.
g) You also grant us the right, but not the obligation, to use your display name, trademarks, and trade names in connection with our marketing and promotional activities and our license to the Work under the Agreement.
a) You grant us a license to further sublicense our right to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Work on a non-exclusive, worldwide, and perpetual basis in any media or embodiment.
b) We may sublicense Works pursuant to a written or electronic agreement between us and a user (“User Agreement”). The license to users may include the right to modify and create derivative works based upon the Work, including but not limited to the right to sell or distribute for sale the Work or any reproductions thereof if incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known, provided that such users’ use of the modified Work is limited solely to the same uses permitted with respect to the original Work. For clarity, we may allow users and other authorized third parties (such as, without limitation, marketing consultants or service providers) to post or share the Work onto social media sites or other third-party websites, subject to any restrictions imposed by a User Agreement.
c) Users who use a Work have the right, but not the obligation, to identify you as the creator or source of the Work in a customary manner. You understand and agree that, in commercial uses of the Work,
i) Creators are not customarily credited in such uses;
ii) Users will not be obligated to credit creators;
iii) Work may be modified and used in connection with any subject matter (except pornographic or illegal). You therefore waive any right to object to these common business practices; however, User Agreements do not permit use of Works for pornographic or illegal purposes. In addition, metadata may be altered, removed, or added, without any liability to us, our distributors, or users.
iv) We are not liable for non- compliance with the terms of a User Agreement or for misuse by any third party. You grant us the right to enforce your IP Rights against infringers, but we have no obligation to do so.
v) If you believe your Work has been misused, you agree to notify us and take no action without our prior written consent.
a) You represent and warrant that you own all rights, title, and interest in and to the Work, including all copyrights, trademarks, patents, rights of privacy, rights of publicity, moral rights, and other proprietary rights (collectively, “IP Rights”), or have all necessary rights and license to grant us the licenses under the Terms.
b) If you submit Work on behalf of the applicable copyright owner(s), you represent and warrant that you have the authority to, and will, ensure that such copyright owner(s) comply with the Agreement where necessary. If you submit Work on behalf of an entity, then the Agreement applies to that entity and its affiliates. In such case, you represent and warrant that you have the authority to bind the entity to the Terms.
c) You further represent and warrant that the Work will not infringe the IP Rights of others.
d) You will not upload any Work that infringes or violates the IP Rights of any person or entity or that constitutes any libel, slander, or other defamation upon any person or entity. You must also comply with applicable law.
e) If the Work contains an image or likeness of an identifiable person, trademark or logo, or certain distinctive property that is protected by IP Rights, you represent and warrant that
i) you have obtained all necessary and valid releases or agreements for each person or property depicted in the Work; and
ii) you will promptly provide copies of such releases or agreements to us upon our request.
a) The following are expressly prohibited:
i) Pornographic, obscene, or sexually explicit material.
ii) Content promoting hate speech, violence, or unlawful activities.
iii) Content created without proper licenses, consents, or authorisations.
iv) Misrepresentation of authorship or ownership.
v) Content containing misleading, deceptive or false information, contain any illegal or defamatory content, or contain any elements that may disrupt or harm the functioning of the Website, our products, features or services.
Title or ownership interest in or to the Work is not transferred to the Company as a result of the Agreement. Except for the licenses granted by you pursuant to the Agreement, we do not claim any ownership rights to the Work.
a) Sellers shall be entitled to royalty payments as per the Company’s Royalty Schedule, subject to applicable withholding taxes and statutory deductions under Indian law.
b) Payments will be made in INR, within [***] days of the end of the payment cycle, subject to minimum payout thresholds.
c) The Company may revise payment terms with prior written notice.
d) By continuing to submit or upload Works or by not removing Works, you are agreeing to any new Pricing and Payment Details as revised from time to time.
e) You may designate Work as free content, in which case we may distribute such Work without liability or payment to you.
f) If you are not the copyright owner of a Work, you are solely responsible for compensating such copyright owner(s) where applicable.
a) The Company may remove Content at its discretion, including upon receiving valid legal notices under the Copyright Act, 1957 or Information Technology Act, 2000.
Removal does not relieve you of liability for any prior transactions.
The Company may suspend your Seller account or access to the Platform immediately, with or without prior notice, if:
a) there are reasonable grounds to believe that you have breached this Agreement or applicable Indian law;
b) the Company receives a complaint, notice, or claim regarding your Content;
c) the Company is conducting an internal review for fraud, infringement, or misuse.
During suspension, your Content may be disabled from licensing or removed temporarily. Suspension does not relieve you of your obligations or liabilities under this Agreement.
a) By the Company
The Company may terminate this Agreement, your account, or access to the Platform:
i) immediately, for material breach, including infringement, prohibited Content, or unlawful activity;
ii) upon 30 days’ written notice for any other reason at the Company’s discretion.
b) By the Seller
You may terminate this Agreement by providing [30] days’ prior written notice to the Company and ceasing to upload Content.
c) Effect of Termination
i) Licenses already granted to Buyers shall remain valid.
ii) The Company shall pay accrued, undisputed royalties up to the termination date, subject to deductions and Indian tax law.
iii) Clauses on indemnity, limitation of liability, safe harbour, and governing law shall survive termination.
a) The Company operates the Platform as an intermediary under Section 79 of the Information Technology Act, 2000, and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.
b) As such, the Company does not initiate, select, modify, or monitor the transmission of any third-party information, data, or communication hosted on the Platform.
c) The Company shall not be liable for any third-party Content hosted or made available on the Platform by Sellers, provided that:
d) Upon receiving actual knowledge of unlawful or infringing Content through a court order, government direction, or valid complaint, the Company shall act expeditiously to remove or disable access.
e) Sellers shall not upload or transmit any Content prohibited under applicable Indian law.
f) Nothing in this Agreement affects the statutory exemptions and protections available to the Company under Indian law.
a) You agree to indemnify and hold harmless the Company, its directors, officers, and affiliates against any claims, damages, or expenses arising from breach of your warranties, infringement of third-party rights, infringement of intellectual property rights, or any other violation of Indian law in force at the time of violation.
b) In case of a copyright dispute between a Seller and third party or between two Sellers, the Company shall, if required by court order, render all accounts of the Seller on the Website.
c) The Company assumes no liability for any damages payable by the Seller under court order.
d) The Seller agrees to make good any damages payable to a third party, pursuant to a court order arising from a copyright dispute.
e) The Company’s total liability arising under this Agreement shall not exceed the total royalties paid to you in the 12 months preceding the claim. The Company shall not be liable for indirect or consequential damages.
This Agreement constitutes the entire understanding and supersedes all prior arrangements. Amendments must be in writing and published on the Platform.
Every celebration deserves beauty without barriers, where inspired design is within reach, and every creator’s artistry shines for the world to see.
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