Seller License Agreement

This Seller License Agreement (here in after referred to as “Agreement”) made and entered into today, BETWEEN us, M/s. Ready Pattern through its website (www.readypattern.com), application, a Proprietary concern (PAN: AYUPJ2628P, GST Registration No. 27AYUPJ2628P1ZK), hereinafter called and referred to as ‘THE LICENSOR’ (which expression shall, unless it be repugnant to the context or meaning thereof shall mean and include its Directors, successors and representatives, legal heirs, executors and permitted assigns till last survivor) of the ONE PART

AND

Any Seller, you, or any person, entity organization or company registered on Ready Pattern Platform (www.readypattern.com) as a seller for the sales of designs including graphics & logo designs; hereinafter called and referred to as ‘THE LICENSEE’ (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the Proprietor/Partners/Directors for the time being and subsequent Partners/Directors from time to time constituting the said firm, their survivor or survivors of them and the heirs, executors, assigns and administrators of such last survivor) of the OTHER PART.

It contains the terms and conditions that govern your access to and use of the Platform (as defined below) created by Licensor.  We”, “us”, “our” and “Licensor” means Ready Pattern “You” and “your” means the Licensee. “Design Ads” means any advertisement for a design based on the soft copy, data, content or image, logo, graphics that is displayed through our Platform.

Please read the document carefully. Below given clauses shall be applicable once you click on the ‘I Agree to the Terms & Conditions’ button in the Ready Pattern Seller Registration Online Process. This agreement is legal and binding between the Seller & Ready Pattern & must be agreed upon before registering as a Seller with Ready Pattern.

By registering FOR OR using the READY PATTERN Platform (“Platform”), YOU: (a) Agree to be bound by this Agreement;

(b) Acknowledge and agree that you have independently evaluated the desirability of using the platform and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; And

(c) Hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are a major, of sound mind). In addition, if this Agreement is being agreed to by a Company or other legal entity, then the person agreeing to this Agreement on behalf of that Company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that Company or entity to this Agreement. 

For the purpose of this Agreement:

The Following are the definitions:

  • Ready Pattern: Ready Pattern is the brand name whose trademarks are owned by Ready Pattern completely and will be used to reference Ready Pattern in this seller license agreement.
  • readypattern.com: This is the domain name underwhich Ready Pattern operates. It is the platform where buyers are connected to sellers. This platform is completely owned and operated under the name of Ready Pattern. When a reference is made to Ready Pattern platform the corresponding domain name www.readypattern.com and its holding digital platform are referenced.
  • Design: The soft copy of the files submitted by the seller in the form of artworks, graphics, prints, illustrations, jpeg files, representing a part or a complete sample of their actual representation which may be in the format of soft copies, PSD files, AI files or any other format or in the format of hard copies such as textile hangers or wall papers.
  • Live: Designs that can be viewed world-wide by everyone either on the Ready Pattern platform or any other platform.
  • Social Media: Including Whatsapp, Instagram, Facebook, Youtube, Tumblr, Snapchat, Wechat, Skype, Linkedin, Google+ or any other platform categorised by Wikipedia as a Social Media Platform.
  • Working Days: All days of the week except Sunday & Indian public Holidays.
  • Property Rights: All copyrights, patents, database rights, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
  • Ready Pattern Agreement: The agreement binding to all sellers on Ready Pattern.
  • Selling Price: The price at which sellers have agreed to sell their designs. Commission shall be charged on this price for the sellers. This price may differ from the price charged to the end customer.
  • Original: Implies the creation is that of the seller, it is a unique self-made artwork and not influenced by anyone else's creations directly. No use of anyone else's copyrights.
  • Exclusive Design: These designs can be sold only once to any person world-wide. Each of these designs sold are with copyrights and when sold to any customer, all the copyrights of those designs are transferred to the customer. The customer will have the sole license across the globe to reproduce those designs in any manner he/she may deem fit. Such designs once sold cannot be resold. Seller shall have to provide the copyrights of each of these designs before uploading them on the platform.
  • Non-Exclusive Design: These designs can be resold to different customers. Such designs may have been sold to others in the past and may be resold again to different persons in the future. Each customer buying such designs, may use such designs for production purpose only. Customer does not receive the copyrights to resell these designs to others. Customers can only use these designs for their in house production. The customer may however use these designs in Digital and physical reproduction such as websites, e-books, apps, software, books, magazines, posters, banners, packaging, stage, studios, social media or any other platform from time-to-time.
  • Person: A person is any Individual, Company, Partnership/ Proprietorship firm, LLP, Organization, Corporation, NGO or Government bodies, Association of persons living or dead.

 

Seller Registration:

  • The Seller shall have to register on the Ready Pattern web platform in the seller section and submit his/her/its contact details, personal / company mobile number, personal email id / company email id, Passport and other mandatory information before registering as a seller.
  • Seller shall then have to mention as to why he/she/it would like to sell his/her/its designs and also give a brief idea about his / her education/background.
  • If the information is not satisfactory to the knowledge of Ready Pattern, then the selling request may be rejected. This approval is totally in the hands of Ready Pattern and a request may be sent for re-approvals.
  • Upon Approval to act as a seller, the seller shall get an access to the selling portal which shall be referred to as the ‘Back End’ or ‘Seller Admin Panel’ for the purpose of this agreement.

 

Seller Agrees to the basic Rights:

Upon registering on the platform, the seller agrees to the following regarding the designs submitted on the platform:

  1. Designs Submitted shall be original & the seller undertakes warranty that the complete creation of the design is original or has the authorization to resell them including the stock images and vectors used in the creation of the design.
  2. All stock images, designs, vectors, illustrations, themes, ideas used must be original creations
  3. No design submitted on the platform shall be shared on social media without prior consent from Ready Pattern, the article, post and description of such a post shall be created by Ready Pattern only. Any prior social media shares or similar sharing of the image shall be disclosed to Ready Pattern before uploading the designs for approval.
  4. No design shall be made available via a download to the user's computer unless explicitly authorized by Ready Pattern in advance.
  5. Any Design that has been sold elsewhere as a non-exclusive or non-copyrighted design can be sold only in the non-exclusive section.
  6. Any Design that has been partially or completely represented in any other artwork, book, collection, media, etc and presented to other customers or sold to other customers shall be resold only in the non-exclusive section.
  7. The seller has made reasonable inquiry as to the quality and warranty of the copyrighted material submitted to Ready Pattern.
  8. If the seller is informed at a later stage of any claim of such copyrights, legal cases regarding the copyrights, using someone else's creations directly or indirectly, knowingly or unknowingly, Ready Pattern shall be informed immediately and such designs shall be taken down by the seller from the Ready Pattern platform to avoid further breach.
  9. Exclusive Designs shall not be resold to any person in the world in any manner i.e the seller may not sell such designs directly or indirectly or via any platform to any other person.
  10. The designs or images provided by Seller and its display on Ready Pattern Platform shall be governed by the Digital Millennium Copyright Act (DMCA).

 

Following designs and images are prohibited and not permitted on Ready Pattern Platform:

  1. Sexually explicit adult content, adult escort services or adult products and/or any pornographic or nude display are not allowed.
  2. Designs with obscene, inappropriate, derogatory or disparaging language.
  3. Designs representing any person completely or partially without prior consent or impersonating another person.
  4. Any design or image having defamatory contents.
  5. Any design or image having someone else’s copyrights, patents or trademarks, other proprietary rights or being a pirated one.
  6. Any design or image depicting misrepresentation of flags or currencies of any of the countries/group/federation/community of the world or any God being worshiped by any of the religion or faith.
  7. Design depicting maps and literature where Indian external boundaries have been shown incorrectly are not allowed.
  8. Designs related to gender determination or gender biases are not allowed.
  9. Designs Ads containing information (a) which is grossly harmful, harassing, blasphemous, pedophilic, libelous, invasive of another's privacy, hateful or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner; (b) harms minors in any way; (c) violates any law for the time being in force; (d) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (e) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of computers; (f) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offense or prevents investigations of any offence or is insulting in any other nation.

 

Listing prohibited content may result in the cancellation of Licensee’s listings, or the suspension or removal of its selling privileges. Sellers are responsible for ensuring that the products they offer are legal and authorized for sale or re-sale and are not in violations of any Intellectual Property Rights violations.

 

If Licensor determine that the content of a design detail page or listing is prohibited, potentially illegal, or inappropriate, it may remove or alter it without prior notice. Ready Pattern reserves the right to make judgments about whether or not content is appropriate

Advertisement guidelines:

Design Ads must be clear. To keep the Design Ad experience positive for searchers and prospective buyers who encounter the Ads on the web publisher sites, all listings in Ads file meet following Advertisement guidelines:

  1. Design Ads must adhere to commonly accepted rules of English may not contain any unusual punctuation or unusual combinations of symbols and special characters: No repeated marks (!!, ??, $$, ##, <<, ** and combinations thereof). No unusual combination of marks (!?, %$$, #$@, <$$>, and combinations thereof).
  2. Ads must not contain excessive capitalization, except as part of a word or acronym that is normally capitalized, must use standard spelling and must not contain any unusual abbreviations and must not contain consecutive repetition of the same word or phrase.
  3. Design Ads may not include any general calls-to-action, such as "Click here to learn more," "Please click this ad," "Click this link," etc.
  4. Design Ads must display product prices in United States Dollar (USD).
  5. Design Ads must be written in the English language.

Designs submission and display policy:

  1. An advertiser may not use different accounts to create multiple Ads for the same designs.
  2. Designs Ads titles should only include design title information and design Ads descriptions should only include design description information and images. Promotional content and shipping messages are not to be included in the title or description fields.
  3. Watermarks, borders, decorations, logos or any other text appearing on the images shall be strictly as per the specifications laid down by the Licensor.

Upload:

 

  • The Seller will have to upload JPEG images in the specified dimensions for each of the designs he/she wishes to sell.
  • Ready Pattern may upload the jpeg images for certain sellers upon request.
  • Multiple uploads and server requests at the same time may lead to IP ban for a specified period of time. Such a ban shall be auto revoked, however may become permanent on suspicion of mal-practices.

 

File Description:

For each design, the seller shall have to submit the following description as a compulsion:

  • Name / Title
  • Description
  • Pricing
  • Files links for Prime Plus label
  • Number of Layers / File separation
  • File Size
  • File Dimensions
  • Number of Days to submit files for Exclusive Designs only
  • Choose to sell in Exclusive or Non-Exclusive Category

Additional information which the seller may or may not submit regarding the Designs in order to boost sales:

  • Categories in which the designs should be displayed.
  • Other features
  • Templates preference
  • Colour Ways, if at all any
  • Countries of Sale preference for each design.

 

Seller agrees to the following regarding Files Description:

Any information provided by the seller, excluding sales price can be modified by Ready Pattern if the information does not meet the standards of Ready Pattern. The buyer shall maintain complete honesty while maintaining the file description, types and sizing. Seller understands that if information provided is incorrect then the order can be cancelled and cancellation fee may be charged to the seller at EURO 50 per design if deliberate attempt to provide incorrect information is found or if Ready Pattern feels the seller attempted to cheat the buyers into misguidance. This fees may be deducted directly from the seller statement. Should the seller not have enough funds in his wallet, his account may be blocked temporarily or permanently if the fees are not paid in the mentioned time on seller panel. Ready Pattern may attempt to recover the loss by continuing to sell the designs of the sellers on the platform.

Ready Pattern may additionally modify or reject the description, categories, tags, name of design etc if it feels the details are not appropriate. The ability to change certain details may be locked if Ready Pattern finds necessary to control multiple attempts to re modify the details of the design.

 

Approval of Uploaded Designs

The Designs shall be approved based on the information provided by the seller in a short period after the last edits made. Once a design is approved, any changes made thereon will not be ‘Live’ until Ready Pattern has approved the same. Ready Pattern may accept or reject any Design submitted to it in its sole and absolute discretion.

 

Removal of Uploaded Designs by the Seller

  • Removal of Exclusive Designs that are not Prime Plus can be removed instantlyRemoval of Non-Exclusive Designs is permitted only if the design status is verifying.Removal of Exclusive Prime Plus Designs is not permitted. 

Disapproval of Uploaded Designs by Ready Pattern

Ready Pattern may reject any design uploaded for any reason it feels it should not be sold on the Ready Pattern platform. Repeated submission of rejected designs may lead to blocking of certain privileges as a seller for a fixed period of time, to avoid spam.

The disapproval final criterion lies in the hands of Ready Pattern & maximum 3 attempts can be made for re-approvals of the same design.

Ready Pattern also reserves the right to:

  1. Remove an Approved Design from the Website;
  2. Downgrade the license of a Design from an Exclusive License to Non-Exclusive License.

 

Platform for Selling:

Ready Pattern may sell the designs on the website of https://www.readypattern.com/* or on its sub-domains or its sister concern websites. Images may be printed to advertise the designs in exhibitions and other offline places. Designs may be sold with offline payments in certain scenarios as well. The same shall be notified to the seller within 14 days of such a sale. Such a sale shall be automatically incorporated on the platform in a short while so as to generate the invoice & view the sales from the back end.

 

Pricing of Designs

Sellers shall have to submit the price at which they wish to sell for each of the designs. Ready Pattern may approve the same or disapprove the same giving a suggested price for the same.

Sellers may change the price at any given time. After approval they shall be live. The approval may take 1 to 7 days to become live. Prices shall be uploaded in US Dollars only. Conversion rates for other currencies shall be applied based on the market rates with a fluctuation of any amount which Ready Pattern may seem suitable.

 

Promotion / Marketing

Promotion and marketing of the Designs submitted shall be done in the name of Ready Pattern and the name of the seller may not be mentioned anywhere. The promotion may be done in the following manners:

  • Sharing via Social Media Platforms
  • Printing and displaying as posters in Exhibitions, Offices, Books, Pamphlets, etc.
  • Emails
  • Videos & Video Calls

Ready Pattern has the rights to change all the image sizes, image description, image price, image description of all the designs for the purpose of marketing without prior permission.

            Marketing may be done in the form of organic or paid media.

 

Breach Causes

Ready Pattern is a mediator for selling designs by the sellers to the end customers. The licenses are provided by the sellers with their authorization, signatures. Copyrights are issued by the sellers and Ready Pattern merely provides an amended copy in the name of Ready Pattern of the same to the customers.

 

A breach of contract may include the following:

  • Exclusive Copyrighted Designs sold on the platform are being sold / displayed / elsewhere for a lower price or for Free.
  • Exclusive Copyrighted Designs yet to be sold to customers are found to be already sold to someone, or displayed elsewhere for downloads / for free or any consideration or similar modified editions of the same are being sold elsewhere or are already sold to another person.
  • Designs which are found to be copied from someone or somewhere without authorization.
  • Customer claims that the design is not as per the description mentioned.
  • Seller fails to provide copyrights for exclusive copyrighted sold designs
  • Seller is found to be influencing other sellers in any manner which may affect the sales of Ready Pattern in any manner.
  • Piracy of any kind which may include copying of designs / creations / ideas in any manner without prior authorization
  • Seller tries to contact the customers of Ready Pattern directly and misguides them to purchase designs existing on the Ready Pattern platform without using the Ready Pattern platform. Seller tries to contact the customers of Ready Pattern & makes sale of designs on the Ready Pattern platform without generating the invoice on the Ready Pattern platform.
  • Seller may sell the same design on his website or on other websites (Non-Social Media), however final pricing offered to the customers after all discounts, credits, vouchers, etc. must be 25% higher than the Customer price on the Ready Pattern platform. If it's a copyrighted design, the images shall be removed from those websites immediately once they have been sold. If the same design/concept is found to be sold elsewhere at a price lesser than 125% of the customer price of that design on Ready Pattern platform then it shall lead to breach of contract, unless prior approval in writing has been taken by Ready Pattern.

 

Breach Effects

For the purpose of this clause:

 

Necessary Action shall imply the following:

  • Ready Pattern may revoke the selling rights of the seller on the Ready Pattern platform and may block all his payments as well until the issue has been resolved.
  • Ready Pattern shall cancel the Selling Agreement with the seller at any point after giving a formal notice via email.
  • Commission on sale of a design may be canceled completely.
  • Ready Pattern may additionally recover any fees from the seller as it finds necessary not limited to cancellation fees, payment gateway fees, legal fees, investigation fees, etc.
  • Any referral earnings for that sale will be cancelled immediately.

 

If a third party customer claims that the files are not as described then the same information shall be forwarded to you and the necessary changes shall be made if any are needed. Ready Pattern shall intervene at every point and reply to the customer. If the customer proves that the Designs are not as per the description & Ready Pattern is satisfied with the claim then the same information shall be forwarded to you and the necessary changes shall have to be made within 10 working days. Failing to produce the edits / changes shall result in ‘Necessary Action’.

 

If a customer claims piracy / copyrights / patents, etc. or has any qualms or unpleasant experience with the sale of design on the platform of Ready Pattern through its Sellers, the same shall be contested individually and directly by the Seller and/or customer at their entire risks as to costs and consequences. Ready Pattern shall not be involved directly or indirectly in any of the disputes arising out of the sale on its platform. - Ready Pattern will act only as a mediator and serve information from the customer to the seller. Ready Pattern shall not be responsible for any fraudulent activities of the seller or dissatisfaction of the Customer. Any litigation arising out of the said issue or any other issues shall be dealt with Court of laws having exclusive jurisdiction at Mumbai, India and all cases shall be filed in the city of Mumbai, India at the entire risks as to cost and consequences borne either by the Customer or the Seller.

Ready Pattern may not file a case on behalf of anyone - seller or customer unless it feels necessary, however Ready Pattern may take ‘Necessary action’ upon the seller or customer in any manner it feels right. Ready Pattern shall not be liable for any damages and/or compensation and shall not pay the fees for any proceedings.

 

If the seller feels that a Design has been misused or mismanaged then necessary action shall be taken against the said customer or seller. However, Ready Pattern may not file any cases or take any third party actions unless it feels necessary.

 

Submit Designs

Designs which have been sold and files of which have not been submitted earlier shall have to be delivered via a file link from drop box only within the time frame specified by the seller for each of his/her/its designs without files. The seller shall have and handover the ‘ownership’ rights of the files while sharing in Drop Box. The seller shall have to submit the file links in the files section of that design. Ready Pattern may remove the ‘owner’ rights of the files in Dropbox, from the seller and pass it on to the customer if needed to make the file sharing smoother.

Designs not submitted within the time frame specified by the seller may lead to a breach unless prior authorization has been taken and granted by Ready Pattern. The orders may be canceled and a penalty may be charged. Seller Ratings may also be affected as a result.

 

Referral Earnings

The seller has the option to earn from seller referral earnings in case any buyer arrives from a platform owned or maintained by the seller. Referral earnings have their own terms and conditions which are subject to change.

 

Payments

Ready Pattern hereby agrees to pay the seller the remuneration on the Sale of Designs.

Upon the sale of each design, the commission for the same after deducting any fees (if applicable) shall be applicable as remuneration to the seller. The payments shall be blocked for a specified period. 30 Days upon the sales & delivery of each design by the seller to the customer, the commission fees of those (sold & delivered) designs shall be unblocked & added to the seller's payment wallet. The seller shall then have to raise a purchase order after selecting all the unblocked payments and deciding the final amount the seller wishes to redeem. The seller may leave a certain amount in his payment wallet which can be used for advertisements on the platform. No interest shall be given on any fees. The remuneration amount is subject to exchange rates and may fluctuate with each given day. The exchange Rate shall be fixed for each sale on the date of its sale as per the mark up/down of 5% on rates published at the website of the Reserve Bank of India (RBI). If the exchange amount increases or decreases after 30 days, the seller shall be paid based on the exchange rate of the date of sale. This method of payments may change at any given point for any particular seller as well. Ready Pattern may apply exchange rates that it feels are apt.

 

Payments shall be made via Bank Transfer or via Credit Card. The fees under each scenario shall be mentioned while raising the purchase order. For payment via Credit Card a payment link from any payment Gateway shall have to be provided. The payment date shall be mentioned while raising the Purchase Order. Payments may be delayed at any time due to Indian Rules and Regulations. SWIFT copy shall be provided on request. Payment fees shall have to be borne by the seller. The guidelines and rules pertaining to FEMA/FERA shall be observed in its true meaning and context in order to avoid any violation and breach of the same.

 

Ready Pattern shall not pay any form of tax on behalf of any seller. The seller shall have to pay the taxes subject to his/her/its country laws. Ready Pattern may deduct TDS (Tax Deducted at Source) for certain sellers and payments as per the Indian Rules & Regulations which have not been disclosed for the sale of Textile Designs at this given point. However in the Future, TDS may be deducted before making final payment. The certificate for the same shall be given to you which can be applied for DTAA with your country tax laws. The rate of TDS may vary from 10% to 20% depending upon the country in which the seller resides and the country in which the payment is being made.

 

Miscellaneous:

Ready Pattern shall store all the files submitted by the seller on a secured platform. Ready Pattern shall not be responsible for any loss of data or due to a server attack, viruses, theft, copy, piracy, etc.

 

Amendments

Ready Pattern may amend this contract at any given time and upload the agreement on the website. It is the responsibility of the seller to read the contract. Mere uploading of the edited contract and continuing of sales on Ready Pattern implies the seller has agreed to the modified contract. Edits shall be emailed to all customers with the modified contract links. The deliverability of the same cannot be guaranteed by Ready Pattern.

 

 

By clicking on I AGREE, the Seller/Lic