This document explains the terms ("Shop Terms") by which you may sell licenses for digital creative elements (“Elements”) through our online platform (“Service(s)”), as a shop owner (“Shop”) supporting and promoting African designers. By creating an account or accessing or using our Services, you (1) agree that you have read, understood, and agree to be bound by these Shop Terms, together with the Terms and Conditions, and other applicable licenses (collectively referred to as the "Agreement"). These constitute a binding agreement between you (referred to as "Shop Owner", "you", or "your") and our platform (referred to as "we", "us", or "our"), and (2) acknowledge our Privacy Policy, which governs the collection and use of your information. If you open a Shop on behalf of an organization or entity, then (I) "you" includes both you and that entity, and (II) you warrant that you have the authority to bind the entity to this Agreement.

The Parties agree to the following:

Shop Owner Affirmations and Warranties: You agree that any element you make available on our platform will respect the rights of others, including Intellectual Property Rights and privacy. For the purposes of these Shop Terms, "Intellectual Property Rights" include copyright, trademarks, and all other intellectual property rights as recognized under applicable laws. You retain ownership of the Intellectual Property Rights in your posted elements, subject to the licenses granted herein. Our platform reserves the right to remove content if complaints are received regarding intellectual property violations. Publishing your elements does not replace registering them with recognized copyright offices or authorities. This being said,

1. You affirm that you have the authority and rights to enter into this Agreement and fulfill your obligations.
2. You ensure that your use of our platform and your elements complies with all applicable laws and rights.
3. Your elements, including any third-party design elements, are properly licensed or owned by you, allowing you to sell them on our platform.
4. Your elements and their use on our platform do not infringe on any third-party rights.
5. If your elements feature identifiable individuals or landmarks, you have obtained necessary releases or permissions.
6. Our platform and its users may use your elements as allowed under these terms without owing any fees or royalties to third parties.
7. You will not provide misleading or false information to us or other users and will update inaccurate details promptly.
8. You agree not to direct users to external platforms for purchasing your elements.
9. By selling on our platform, you agree to our fees, take full responsibility for your content, and understand we may remove your elements or promotions at any time.
10. You agree that: We may adjust Element prices to optimize your sales performance - We may offer discounts as part of promotions or campaigns - We may test pricing strategies to maximize sales - You will not list elements at a higher price than offered on other marketplaces. If a lower price is detected, we may adjust prices accordingly.
11. You will follow all seller guidelines or policies provided by our platform, including content guidelines and shop standards.
12. We reserve the right to terminate accounts or remove elements for violations of these terms. However, user rights to previously purchased elements will remain unaffected.

License Grant.

To Our Platform:

By posting any element, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to JsCluster Group a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such elements and your name, and/or likeness as contained in your element, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with our Services and JsCluster Group’s business, including without limitation for promoting and redistributing part or all of our Services (and derivative works thereof) in any media formats and through any media channels. You additionally agree to take additional steps as may be requested by JsCluster Group to verify and/or perfect the licenses granted herein to both JsCluster Group and any User who purchases your element. You affirm that any listed element are cleared to be sold under the applicable licenses listed below (“Licenses”): JsCluster Group License, GPL (where applicable, for Wordpress content.) Your Shop-supplied License (where applicable and allowed by JsCluster Group)

To Our Users:

You grant and/or authorize JsCluster Group to grant each User of our Services who purchases an element all the rights, and subject to all the restrictions, described in the applicable purchased element. You should review the Licenses carefully before uploading any element.

Element Delivery.

All elements must be delivered immediately after purchase, with no barriers to immediate download. Whenever required, all element files should be hosted with JsCluster Group Services. You must not require a customer to provide personal information in order to access purchased elements.

Resolution Process for Transactions.

All parties share the responsibility for making sure that purchases facilitated by our Services are satisfactory and hassle-free. Our Services host the resolution process for transactions when customers claim that the element was not received, or the element they received was different from what was described in the product listing. We may take a more active role in ensuring transaction problems are resolved; however, you understand that we are not obligated to do so. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover by debiting or crediting Shop Owners account and/or invoice Shop Owner for amounts owed.

Refunds.

You understand and agree that JsCluster Group has no obligation to provide refunds on any purchased element, including but not limited to if JsCluster Group finds that the element has been downloaded by the User. You agree that any and all refunds are provided at the sole discretion of JsCluster Group. You understand and agree to JsCluster Group’s full Refund & Exchange policy, which we may change from time to time.

Royalties.

The rate that JsCluster Group will pay you for any sales under these Shop Terms shall be sixty percent (60%) of net revenue received that is directly associated with the Shop Owner’s elements sold.

Payouts & Earnings.

Unless otherwise agreed by the parties in writing, JsCluster Group shall send requested payouts according to published timescales, and in the method you select during the payout setup process. Available payout methods are subject to change. Our current payment terms (rates, fees, etc.) are available here—you should check this link regularly as we may change these in our sole discretion at any time and such change will apply to all transactions that occur after the published change. Payout requests may only be made if the total amount due to you totals the required payout amount as per your occupation. JsCluster Group reserves the right to withhold payment or chargebacks to your account any amounts otherwise due to us under these Shop Terms, or amounts due to any breach of these Shop Terms by you, pending JsCluster Group's investigation of such breach. JsCluster Group also reserves the right to hold payment for a period of time in its reasonable discretion to mitigate certain risk factors, including, but not limited to, selling history, seller performance, the riskiness of the listing category, or the filing of a dispute claim.

Ensuring Proper Payment.

You are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable information. If we believe that we are obligated to obtain additional information, and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain additional information.

Related Fees and Cancellation.

Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in our Services. We may withhold any taxes or other amounts from payments due to you as required by law.

Payment & Dispute.

If you dispute any payment, you must notify JsCluster Group in writing within thirty (28) days of such payment. Failure to so notify JsCluster Group shall result in the waiver by you of any claim relating to such disputed payment. Also, payment shall be calculated solely based on records maintained by JsCluster Group. No other measurements or statistics of any kind shall be accepted by JsCluster Group or have any effect under these Shop Terms.

Corporate Licensing Program ("CLP").

The platform retains the authority to negotiate and establish bespoke licensing agreements ("Tailored End-User Licensing Agreements") with enterprise clients ("Corporate Clients") on behalf of content creators and/or through sublicensing for elements governed by these terms and the accompanying provisions. CLP Program Guidelines. The CLP offers creators the ability to engage with customers not typically reached through standard online marketplaces. The platform provides no guarantees regarding revenue generation within the CLP. We reserve the right to modify the CLP guidelines at any time at our sole discretion. Any changes become effective immediately upon publication and apply to licenses granted post-update. By continuing to use our services following any modifications, you acknowledge and accept the revised terms. Regularly review this document to stay informed of updates, as they are binding.
License for Standard Agreements. In line with the general licensing rights granted under these terms, you explicitly authorize the platform to negotiate and execute Tailored End-User Licensing Agreements that align substantially ("Standard Licenses") with the existing licensing terms set forth in this agreement. You affirm that all elements listed for sale comply with requirements to be sublicensed or licensed directly to Corporate Clients under these agreements.
License for Non-Standard Agreements. If a Corporate Client seeks to license your elements under terms materially different from the existing licensing scope ("Non-Standard License"), the platform will obtain your written consent before proceeding. This consent applies solely to terms deviating from the standard license provisions. By granting consent, you authorize the platform to sublicense or directly license the elements under the agreed terms and represent that all relevant rights and obligations are fulfilled.

Indemnification.

Without limiting your other indemnification obligations in the Agreement (including in the Site General Terms) and with respect only to elements submitted for distribution on our Services, you hereby indemnify and hold JsCluster Group harmless from and against any and all claims, demands, costs, and liabilities (including all reasonable attorneys’ fees) of any kind whatsoever by Users or any other third parties, relating to the warranties made by you under this Agreement and any misconduct or misrepresentation.

Warranty Disclaimer.

JsCluster group elements and services Are provided "As is" and "As available." JsCluster Group disclaims any representations or warranties, express, implied, statutory or otherwise, with respect to its elements and services or any part thereof, including without limitation any implied warranty of title, merchantability, fitness for a particular purpose, non-infringement, or those arising from course of performance, dealing, usage or trade. Without limiting the generality of the foregoing, JsCluster Group does not warrant that its elements or services will be free of defects, inaccuracies, or errors, will meet the shop owner’s or any customers’ requirements or will comply with applicable laws.

General Provision

1. Neither party shall be deemed to be an agent of the other party for any purpose, and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
2. These Shop Terms are subject to the governing law, jurisdiction, class action waiver, and other dispute provisions set forth in the General Terms & Conditions.
3. Shop Owner shall not assign, delegate, or otherwise transfer its rights or obligations under these Shop Terms, by operation of law or otherwise, without the prior written consent of JsCluster Group and any such assignment shall be void. JsCluster Group may assign, delegate or otherwise transfer its rights or obligations without consent. These Shop Terms will apply to all successors and assignees.
4. If any of the provisions of these Shop Terms are held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions shall continue in full force and effect.
5. In the event of a conflict between these Shop Terms and the General Terms & Conditions, Affiliation Terms & Condition, agreement and/or a License, the conflicting provision of these Shop Terms shall apply solely with respect to the subject matter of these Shop Terms to the extent of such conflict.

Limitation of liability.

Excluding your indemnification obligations, in no event will either party be liable under any theory of liability for any indirect, incidental, special, punitive, exemplary, or consequential damages of any kind (including, without limitation, any such damages arising from breach of contract or warranty, or from negligence or strict liability), including, without limitation, loss of profits, revenue or from any defect or error in its elements or services, even if a party has been advised or should know of the possibility of such damages. In no event will the aggregate liability of JsCluster Group arising from, relating to, or in connection with these shop terms exceed the amounts paid to shop owner under these shop terms.

Platform Licensing Authorization.

You grant the platform a non-exclusive, global, non-transferable license to produce, reproduce, distribute, and license your elements as necessary to fulfill deliverables to Corporate Clients under Tailored End-User Licensing Agreements.

Representations and Warranties.

All representations, warranties, and indemnification commitments included in the general terms and licensing agreements apply to your participation in the CLP. The platform relies on these assurances when entering into Tailored End-User Licensing Agreements.

Pricing Structure.

1. The platform will use your indicated pricing as a guideline when negotiating agreements, considering the Corporate Client’s budget and asset application. While efforts are made to align with industry norms, no guarantees are provided regarding negotiated pricing.
2. The platform is not restricted to your listed pricing. Suggestions or alternative scenarios for licensing may be proposed to Corporate Clients without requiring your pre-approval.

Revenue Sharing.

will receive 50% of the net revenue directly associated with your elements under CLP agreements. For first-time Corporate Clients referred through your account, the rate increases to 60%. If multiple licensors’ elements are included, revenue will be allocated proportionally based on agreement terms or other commercially reasonable methods.

Changes To This Agreement