Seller Agreement

SELLER AGREEMENT

This Seller Agreement (Agreement) is entered into on this ___ day of ________ 2020 between:
Edufikra, a company incorporated under the laws of _________ with its registered address at __________ (“Edufikra”, “We”, “Us”, “Company”);
and
___________, an individual with passport number _______ residing at _________ (Seller).
¬¬¬ (hereinafter individually referred to as the “Party” and together referred to as the “Parties”)
BACKGROUND
A. The Company own and operates www.edufikra.com, an online platform that allows educators to sell and buy educational resources(Platform).
B. The Seller is an individual that creates bespoke educational material and resources (Content) and wishes to access the Platform to sell the Content;
C. The Parties now wish to enter into this Agreement to record their understanding in writing.
NOW, THEREFORE, in consideration of the mutual promise and covenants herein, the Parties hereby agree as follows:
1. THE CONTENT
1.1. The Seller agrees not to post non-educational resources or content on the Platform.
1.2. Content may include, without limitation, the following:
a. activities
b. lesson plans
c. task cards
d. printables
e. interactive notebooks
f. original books and poems
g. classroom decor and organizational materials
h. worksheets
i. teacher planning calendars
j. educational audio resources
k. instructional videos for teachers or students
l. Interactive lessons and educational digital games
m. products that aid in the creation of resources, including fonts, clip art, and other graphics
1.3. The Seller understand that each Content can be listed only once on the Platform, even if such Content was created in collaboration. The Seller shall have the responsibility of ensuring it has the sole right to upload the Content.
1.4. The Seller shall be responsible for setting out the guidelines and terms of use of the Content and Content.

2. AUTHORISATIONS
2.1. The Seller agrees that:
a. He/she grants the Platform the non-exclusive license and right to post, display, copy, sell, and distribute that Content in accordance with this Agreement;
b. The Platform reserves a right to use the Content in marketing materials, and to make minor modifications to the Content for technical or editorial reasons;
c. The Company may create free samples of the Content on the Platform. For avoidance of doubt, the Parties agree that the Company will create a free sample from the first Content uploaded by the Seller on the Platform.
d. The Platform reserves the right to make limited, royalty-free copies of Content for the purposes of marketing and promotion such as the demonstration of system capabilities to users, potential Sellers, investors and partners.

3. CONTENT PRICING
3.1. The Parties agree that the pricing for the Content on the Platform shall be set by the Seller. The Parties further agree that the Seller shall not price the content below the minimum price listed on the resource upload page, which may be revised by the Company from time to time.
3.2. For pricing the Content, the Seller may have regard to the following:
a. Number of pages
b. Quality and quantity of the Content
c. Potential uses of the Content
d. Possibility of multifarious used of the Content
e. Number of end users to whom the Content can cater
3.3. The Seller must offer the full material advertised in the Content listing for the price listed, and the Seller cannot require members of the Platform to pay any additional fees to access the Content.
3.4. If the Seller offers the Content outside the Platform, the Seller agrees and undertakes not to offer the Content for free or for price less than that offered on the Platform.
3.5. The Content should not include that link to other online retailers or e-commerce sites.
3.6. The Company reserves the right to display advertising before, after or in conjunction with the distribution of Content that is freely available. Seller shall not have right to any revenues generated from such advertising.

4. MEMBERSHIP AND PAYMENT
4.1. To become a member of the platform, the Seller must select a membership option provided in Appendix A.
4.2. For each sale of the Content for which the Platform has received payment (Sale), the Seller will receive _____% of the sale amount (Seller’s Payout) in the following manner:
For bank transfer:
Account Holder:
Bank:
Account Number:
IBAN:
SWIFT Code:

Or

For transfer through Paypal
Paypal Email:

4.3. The Company reserves the right to limit downloads and/or streams of such content or remove Content entirely due to cost associated with hosting, indexing and displaying such content.
4.4. For each Sale, the Seller shall receive Seller’s Payout on the twenty-first day of the month following in which the Sale was made.
4.5. The Seller shall be liable to pay or account for any transaction fees that may be incurred while processing the Seller’s Payout and the Company may, at its discretion, deduct such transaction fees from the Seller’s Payout prior to the transfer.
4.6. The Seller acknowledges that transfer of Seller’s Payout involves use of third-party service providers. The Company shall not be liable or responsible for any delays in receiving the Seller’s Payout that may be caused due to such third-party service providers.

5. REPRESENTATIONS AND WARRANTIES
5.1. As a Seller distributing Content through the Platform, Seller represents and warrants that the Content:
a) Is owned by the Seller, or to the extent owned by someone else, that the Seller have obtained that party’s express permission to provide the Content to the Platform for use, copying and distribution under the license in this Agreement;
b) Does not violate any copyright, trademark, trade secret or other intellectual property right;
c) Does not invade any individual’s right of privacy or publicity;
d) Does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable,
e) Does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
f) Does not break the law, facilitate the breaking of the law, or violate any applicable regulation or any rule or policy of the Platform;
g) All information you provide as a Seller, whether in the digital marketplace registration process, or to prospective buyers in response to opportunities, must be complete, accurate and not misleading, nor contain any material omissions. The Company reserves the right to verify any information provided, at any time.
h) Does not offer or disseminate fraudulent goods, services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations;
i) That if any of the above representations and warranties set forth directly above are not true, that the Seller will indemnify the Company for any breaches or misrepresentations, takings or misappropriations, infringement or piracy of the Content, including any and all damages, attorney’s fees and other expenses related to any such misrepresentation or breach of warranty.
5.2. The Seller agrees that all purported factual information in the Content is true and accurate, and the use of any information in the Content will not result in personal injury to any user. Sellers are prohibited from using the Platform to impersonate another person or entity or to forge any e-mail communication or message. Despite all this, we cannot guarantee the accuracy, integrity or quality of Content.
5.3. The Seller confirms that all information provided by the Seller to the Company or on Platform will be complete, accurate and not mislead, nor contain any material omissions. The Company reserves the right to verify such information at any time.
5.4. The Seller undertakes to provide uninterrupted access to the Content on the Platform to the members who have purchased the Content. Such content should remain in an accessible format at all the times. If provision of Content is dependent on third parties, the Seller shall be responsible for maintaining the Content fully accessible.
5.5. The Seller undertakes to refrain from directing any members or users of the Platform to alternative sales channels, platforms or websites that are in a line of business similar to the Company.
5.6. The Seller undertakes not to solicit any members or users of the Platform by offering to provide Content free of charge; for a price cheaper than that on the Platform or offer to exchange the Content for any goods or services.

6. REMOVAL OF CONTENT
6.1. The Platform shall have the right to remove the Content immediately if it violates the terms of this Agreement.
6.2. The Seller may decide the remove the Content subject to prior written permission of the Company. If the Seller wishes to remove the Content, it acknowledges that:
a. Content retained in archives to the extent required by Company’s data backup systems.
b. Content that has been made available to sub-licensees to the extent that it is required to remain for sale through the sub-licensee.
c. Content that Seller has made available to purchasers in electronic formats may also remain available on the Platform (in purchasers’ libraries) to users who have purchased that Content.

7. OPERATION OF SITE
7.1. The Company may its discretion suspend or terminate operation of the Platform for maintenance, technical reasons or any other reasons. The Company makes no commitment, warranty or guarantee that the Platform will operate in a timely, uninterrupted or error-free manner, or that the Platform will meet the Seller’s purposes and the Seller shall not have any claim against the Company for any loss of earnings or opportunity or any other losses that the Seller may suffer due to the reason of non-availability of the platform.

8. INTELLECTUAL PROPERTY RIGHTS
8.1. The Company is the owner of all intellectual property rights, including all copyright, patents, and trademarks, associated with the Platform, including all associated software, text, graphics, and logos, but exclusive of content provided by third parties, which are owned by the licensors of such content. In addition, the overall look and feel and the compilation of all materials and content on the Platform are owned by the Company. Seller agrees not to modify, copy, distribute or reverse engineer any of the software included on the Platform. The Company and its third-party licensors reserve all rights not expressly granted in this Agreement.
8.2. The Seller shall retain copyright in the Content. However, the Seller grants to the Company limited rights to store, use, and display, and provide access to the Content as necessary to provide services to members and users, such as to display Content on Platform and in search results, to make Content available for download, and to display and promote Content through services, through email, and ads on other sites or search engines, and through other marketing campaigns. For these purposes, the Seller grant to the Company a nonexclusive, irrevocable, perpetual (except as otherwise provided herein), worldwide, sublicensable license to exercise any copyright, trademark rights, or other rights in and to Content necessary to provide Services to Seller and our other members and users.

9. INDEMNITY
9.1. The Seller shall indemnify and hold harmless the Company, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings brought by any member, user or third parties related to (i) the Content in whole or in part, including any claims of infringement on the intellectual property rights, privacy or publicity rights, or any other rights of any third party (ii) any violation of federal or local law or regulation; or (iii) misuse of the Platform or its services.

10. DURATION AND TERMINATION
10.1. This Agreement shall enter in full force and effect from the Effective Date and shall remain valid for the period of two (2)years. This Agreement shall renew automatically on each anniversary of the Effective Date unless prior notice to the contrary is given by either Party by recorded delivery at least one (1)month before the next expiry date.
10.2. Either Party shall have the right to terminate the Agreement at any time by way of one (1) months written notice.
10.3. The Company may terminate this Agreement immediately, if the Seller breaches this Agreement or engages in any criminal act, wrongdoing, or activities.
10.4. The termination of the Agreement shall not release any of the Parties of obligations which have already accrued in respect of any acts or omissions prior to termination.

11. CONFIDENTIALITY
11.1. Terms and conditions of this Agreement shall be confidential. Neither the text of this Agreement, nor its contents, nor any information exchanged or to be exchanged among the Parties hereto shall be communicated to any third party except for purposes specifically agreed in this Agreement. The obligation for secrecy shall be valid absolutely and indefinitely after the termination of this Agreement.
11.2. Unless otherwise stated in this Agreement, each Party undertakes to rigorously and unconditionally respect the confidentiality of any information that may come to the Party’s knowledge in the course of their relationship.
11.3. This obligation extends to all information relating to Company’s internal organization, business model, Platform specifications, business concept and the members and users of the Platform.
11.4. The Seller shall also remain bound by this duty of confidentiality following termination of the Agreement.

12. ENTIRE AGREEMENT
12.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, if any. Any modification or amendments of the terms and conditions of this Agreement shall be in writing and signed by both Parties hereto. The Parties agree that this Agreement is to be read in conjunction with the Terms of Use on the Platform.

13. APPLICABLE LAW AND JURISDICTION
13.1. All legal aspects of the relationship between the Parties of this Agreement shall be governed by the laws of the United Arab Emirates (UAE) and any disputes arising out of or in connection with this Agreement shall be referred to the courts in the UAE.

IN WITNESS WHEREOF the Parties to this Agreement hereby accept the above terms and agree to be bound by the same.

___________________
The Company

___________________
Seller

 

for more details about the platform memberships please refer to the link here