Seller terms

1. General

These Seller Terms form a contract between you and Printler, Inc., a Delaware corporation (“Printler”).

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2. The Service

Printler operates www.printler.com (the “Website”), an online platform for artists like yourself to offer art for sale to Printler’s customers.  Through the Website, Printler sells various printed products, including high-quality large prints, canvas, posters, and other types of printed or digital products (collectively, “Art Prints”), and frames and accessories, and frames and accessories, together with any related services (the “Service”).

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3. Registration

Registration on the Website is free.  You are only allowed to register one account.
You must be at least 18 years old to register.  By registering, you certify that you are at least 18 years old and legally competent to enter into these Seller Terms.
By registering, you agree to provide Printler with current, accurate, and complete information as requested in the registration form.  You are responsible for keeping this information continuously updated, accurate, and complete.  
You agree to keep your username and password confidential and must notify Printler if you suspect or confirm unauthorized access to your account.
Printler has the right to request documentation and evidence confirming your identity and personal information (e.g., identification documentation).  If you fail to provide the requested information, Printler reserves the right to unpublish or delete your account.

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4. Code of conduct

You agree to only use the Website for lawful purposes.  
You are responsible for ensuring that the art and information you submit to the Website comply with all applicable laws and regulations. 
You agree not to use the Website to:

i. publish or make available any images, art, materials, or likeness protected by intellectual property laws (including but not limited to copyright and trademark) unless you hold, control, or have been granted the rights to them,
ii. defame, slander, abuse, harass, threaten, or otherwise violate anyone’s legal rights, including those of Printler,
iii. post or disseminate any inappropriate, derogatory, obscene, pornographic, racist, indecent, or otherwise illegal content, material, or information,
iv. conduct or contribute to harmful activities such as spreading viruses, spam, or any activity that may damage Printler or the Website,
v. falsify or delete any authorship information or proprietary designations or labels of origin or similar information relating to the art; and/or
vi. upload and/or download content from the Website that you know or should know cannot be reproduced, displayed, or distributed without infringing copyright or trademarks.
The above list of illegal or improper conduct is not exhaustive. Printler reserves the right to request documentation and evidence regarding art you upload to the Website, for example (but not limited to) documents confirming your ownership of the art and/or consent for publication.

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5. License, Compensation, and Rights

Uploading and Removal of Art

The number of motifs you may upload to your gallery is at Printler's discretion and may change at any time and without prior notice.   
Printler reserves the right to, at its sole discretion, at any time and without prior notice, reject the upload of art, and/or to delete uploaded art from the Website.

By uploading and storing your art on the Website, you grant Printler, and its affiliates, successors and assigns, a non-exclusive, fully-paid, worldwide, royalty-free, sublicensable and transferable license to format, store, reproduce, sell, publicly display and market the art through any sales or marketing channels. This license includes the right to sublicense these uses to commercial partners for the same purposes. You authorize Printler to modify your art for technical formatting purposes, to create derivative works as needed to fulfill orders, and to otherwise use your art in connection with Printler's services, advertising, and marketing. This license continues for the duration of your participation on the Website and for a reasonable wind-down period thereafter to fulfill outstanding orders.  
When you delete art from the Website, Printler's rights cease except for the right to:

1. Fulfill orders that were placed before the deletion was carried out;
2. Continue to use already existing marketing materials containing the deleted art (though Printler aims to use available art on the Website for marketing); and
3. Store image files for three years from the date of the customer's purchase to fulfill obligations to the customer, such as shipping damages or warranty, and for legal compliance reasons.

To ensure that the uploaded art is suitable for large-format prints, each uploaded motif must be produced using appropriate equipment (including without limitation suitable camera equipment, editing software, and related tools) and meet the technical requirements specified at the time in the Website's uploading procedure.

You agree that Printler may not always be able to display your name as the artist, seller, or intellectual property rights holder in all contexts where your art is shown. However, Printler will make reasonable efforts to include appropriate credit wherever technically and commercially feasible, and in accordance with applicable law.

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6. Compensation

6.1 Artist Link
After registration, you will receive a unique and sharable link to your gallery and uploaded artworks (“Artist Link”), which you can use to drive sales of Art Prints. 
Sales attributable to your use of the Artist Link (“Artist Driven Sales”) will be tracked by Printler, including by the use of tracking cookies, referral tags, and session-based attribution models. However, Printler does not guarantee the accuracy or performance of these practices. Except in cases of Printler’s gross negligence or willful misconduct, Printler shall not be liable for any errors, tracking failures, or missed Compensation attributable to Artist Driven Sales resulting from technical malfunctions or limitations. You agree that sales attributions may not always be accurately recorded due to technical reasons beyond Printler’s control.
Printler reserves the right to review the use of Artist Links and review and investigate any potentially fraudulent or inappropriate behavior. Such behavior includes, but is not limited to, artificially inflating traffic, generating sales through bots, or using deceptive practices to manipulate Artist Driven Sales. Printler reserves the right to take appropriate action against such behavior, including withholding Compensation attributable to Artist Driven Sales, suspending accounts, or terminating access to the Website.

6.2 Compensation (Royalty) & Paying Agent.
Artist compensation (the “Compensation”) is a royalty or license fee for Printler’s reproduction and sale of the artwork through the Service. Compensation may be remitted by Printler, or by any affiliate of Printler acting as payment agent, and/or via third-party payment processors or third-party settlement organizations (including payment card networks and online payment platforms). Payment by a duly appointed payment agent fully discharges Printler’s obligation for the amounts paid. Printler may change payment methods, payment processors, or payment agents from time to time.


6.3 Base Compensation.
You are entitled to Compensation equal to a percentage of the Selling Price (exclusive of indirect taxes) for Art Prints and, where applicable, an additional percentage for Artist Driven Sales as disclosed in your account.
“Selling Price” means the price paid by the customer, excluding any shipping, frames and other accessories, sales tax or other indirect taxes, and before deduction of any amounts retained by Printler or its affiliates (including any fees or margins). Sales of frames and other accessories do not entitle you to Compensation.
You agree that your Compensation covers the sale of your art to customers, and that you are not entitled to additional payment for Printler’s use of the art in connection with operating, promoting, improving, documenting, or communicating about the Website and the Service. This includes any display, formatting, processing, presentation, or reproduction of the art for Printler’s advertising, marketing, and other business activities, except for resale or licensing of the art outside the Website, which would require separate compensation or agreement.
You agree that your compensation covers the sale of your art to customers, and that you are not entitled to additional payment for Printler’s use of the art in connection with operating, promoting, improving, documenting, or communicating about the Website and Printler’s services. This includes any display, formatting, processing, presentation, or reproduction of the art for Printler’s advertising, marketing, and other business activities, except for resale or licensing of the art outside the Website, which would require separate compensation or agreement.


6.4 Self-Invoicing.
Printler and you agree that Printler will act as your agent for creating self-billing invoices.  Printler will prepare, issue, and settle invoices on your behalf. In managing self-billing, you accept and confirm that:

(a) Printler may issue invoices on your behalf;
(b) You will not issue invoices for any sold Art Print.

Printler will issue a self-billing invoice upon your request only when the amount due is at least the local-currency equivalent of USD 10 (or such similar threshold as Printler may specify from time to time).  It is up to you to notify Printler when you wish to receive compensation for sold Art Prints. However, if no request is made within six (6) months after the underlying amount of Compensation becomes payable, Printler may issue a self-billing invoice on your behalf.

Printler will include a statement on each invoice that it is a self-billing invoice. You are responsible for the accuracy of all invoices. If you identify any mistake or inaccuracy, you must notify Printler in writing within ten (10) days of receiving the invoice; otherwise, the invoice will be deemed accepted.

Compensation to you is paid retrospectively, after you request payment and after the customer’s right to return has expired. Payments are subject to adjustment and set-off for refunds, returns, chargebacks, pricing errors, fraud, or suspected fraud.

Self-billing invoices are administrative records only and do not replace any tax or information-reporting obligations required by law.


6.5 Taxes & Compliance.
(a) Your taxes. You are responsible for all taxes, duties, and similar charges arising from your Compensation in your tax residence.
(b) Customer taxes. Printler (or a merchant-of-record affiliate) will determine, collect and remit applicable sales or similar indirect taxes on customer orders; such taxes are outside the “Selling Price.”
(c) Withholding & reporting. Printler (or its payment agent) may be legally required to withhold taxes, collect tax forms or certifications, and report payments to tax authorities. You agree to provide accurate and current tax documentation upon request. Where a third-party settlement organization is legally responsible for information reporting with respect to a payout, Printler will not duplicate-report that payout.

6.6 Withholding of Payment
Printler reserves the right to withhold payment if you fail to provide requested documentation or if we reasonably suspect you have breached these Seller Terms. If we withhold payment on this basis and do not issue formal notice or terminate within thirty (30) days, we will notify you of the reason and give you a reasonable opportunity to cure.
Printler may delay, withhold, or offset payments as reasonably necessary to comply with tax laws, sanctions laws, anti-fraud requirements, know-your-customer (KYC) rules, and anti-money-laundering (AML) laws.


6.7 Payment Methods.
Payouts may be made by bank transfer, card networks, online payment platforms, or other methods available from time to time. You authorize Printler and its payment agents/processors to remit Compensation to your designated account.

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7. Intellectual Property Rights and Warranties

You represent and warrant that you possess all necessary rights to all art you upload to the Website, including but not limited to intellectual property rights, including any copyright and/or trademarks, whether by having created the art yourself or by having lawful authorization to use the art in accordance with these Seller Terms.  You further represent and warrant that your art does not and will not infringe upon any third party's rights, including copyright, trademark, moral rights, privacy rights, and/or rights of publicity.

You represent and warrant that you have secured all necessary permissions and licenses, including trademark licenses, copyright clearances, model releases, and/or publicity-right consents,  for the commercial use of any third-party intellectual property (including trademarks or copyrighted material).

You represent and warrant that where your art contains identifiable individuals, such individuals are aware of how the art will be used and have consented to use of their likeness, and that you have complied with all applicable data protection laws, including the European Union General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the California Consumer Privacy Act (“CCPA”), and any other federal and state privacy regulations.

You represent and warrant that you will, upon request, provide all required documentation confirming your right to use any material in your art. 

You understand that Printler relies on your representations and warranties when making your art available for sale, and that false representations and/or warranties may expose both you and Printler to legal liability. Any breach of the representations and warranties in this Section shall be subject to the indemnification obligations set forth in Section 12.

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10. Limitation of Liability

To the fullest extent permitted by law, you agree that Printler is not liable for any indirect, incidental, or consequential damages — including lost profits, lost data, or loss of business opportunity — arising out of or in connection with these Seller Terms or your use of the Website, even if advised of the possibility of such damages. 
Except for gross negligence or willful misconduct, Printler’s liability for any claim arising under these Seller Terms shall be limited to the total amount of compensation paid to you for your art sales in the twelve (12) months preceding the event giving rise to the claim. 

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11. No Warranties

The Website and all services provided by Printler and its affiliates are provided “as is” and “as available,” without any warranties of any kind, whether express, implied, statutory or otherwise. To the fullest extent permitted by applicable law, Printler disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. Printler does not warrant that the Website will be uninterrupted, error-free, secure, or free of viruses or other harmful components. Nothing in this section limits any warranty that cannot be disclaimed under applicable law.

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12. Indemnification

You agree to indemnify, defend, and hold harmless Printler, its affiliates, officers, directors, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in connection with:

(i) your breach of these Seller Terms;
(ii) any claim that your art infringes or violates any intellectual property or other right of a third party;
(iii) your violation of any applicable law, regulation, or third-party right; and/or
(iv) your use of the Website or the services provided by Printler.

Printler shall have the right to participate in the defense of any indemnifiable claim with counsel of its choice at its own expense. If Printler assumes the defense of any claim, you shall cooperate with Printler in such defense and pay all costs and expenses incurred by Printler in connection therewith.

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13. Assignment and Transfer of Assets or Business

Printler may assign or transfer its rights and obligations under these Seller Terms, in whole or in part, to any affiliate or successor, or in connection with a merger, acquisition, or sale of substantially all of its assets, without your consent. Upon such assignment or transfer, Printler’s rights and obligations under these Seller Terms will automatically vest in the assignee or successor. 

You may not assign or transfer your rights and obligations under these Seller Terms, in whole or in part, without Printler’s prior written consent, except that you may assign your rights to compensation to a successor in connection with a sale or reorganization of your own business, provided that you give Printler written notice of the assignment.

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