SendALittleBirdie Seller Agreement

Effective: August 1, 2016

1. Accepting our Seller Agreement
If you (we will refer to you as a “Seller”) would like to register for an online store to sell cards, stickers, and other content (which we will refer to as “Images”) on SendALittleBirdie (which we will refer to as “Little Birdie”), please review and carefully consider the terms outlined in this document (our “Seller Agreement”). This Seller Agreement describes your rights and responsibilities as a Seller of Images on Little Birdie.

Your registration for a store to sell Images at a Little Birdie constitutes your agreement to the terms of this Seller Agreement. If you cannot agree to these terms and conditions set forth below, please do not register as a Seller. Additionally, this Seller Agreement is part of our User Terms of Service and by registering as a Seller you agree to both.

2. Sales Commissions at Your Store

As a Seller, you will be able to register for a store on Little Birdie’s website from which you can promote Images for sale to the public.

You can curate Images from other artists across the Little Birdie website in order to sell in your store.

Or, if you have been granted by us the rights to upload your own Images, your uploaded Images, once we approve them, will also be listed for sale in your Little Birdie store.

Whenever a buyer purchases an Image in your store, Little Birdie will fulfill that sale.

Little Birdie will share a sales commission of fifteen (15) percent of our Margins from any Image which you sell in your store. This applies to both your uploaded Images and Images created by others which you curate.

We define Margins as total revenue from the sale of your Image minus variable costs (e.g., printing, production, moderation, delivery, credit card processing, and sales and marketing fees). Your sales commissions gets calculated and you get paid before we take out general overhead expenses.

3. Royalties for Your Images
If you are given the right to upload Images to sell, we will encourage other stores to promote your Images for sale to their audiences, thus earning you royalties if your Images are sold.

You will earn a royalty of twenty-five (25) percent of our Margins from any of your uploaded Images we sell, whether it sells within your store or within other stores at Little Birdie, or if we sell it in any other way.

If the Image which sells is one that you sell yourself in your Little Birdie store, you get paid both the sales commission of fifteen (15) percent of Margins for making the sale in your store and the royalty of twenty-five (25) percent of Margins because it was your image that sold.

We define Margins as revenue from the sale of your Image minus variable costs (e.g., printing, production, moderation, delivery, credit card processing, and sales and marketing fees). Your royalty gets calculated and you get paid before we take out general overhead expenses.

We reserve the right to bundle your Images with others, in which case we will do our best to estimate your share of the sale.

We will pay you your royalty on each image after we approve your uploaded Image.  You will be paid royalties for as long as we are protected by applicable copyright law (which in the U.S. is generally our lifetime plus 70 years).

4. Copyright
This section concerns Images you upload for us to sell. We want to sell your Images as broadly as possible, thereby generating more money, which we will share with you. If you upload Images to Little Birdie to sell, we will own the copyright of those Images so that we can fully market and sell your Images. By agreeing to this Seller Agreement, each time you submit an Image to Little Birdie, you grant us a perpetual, irrevocable, exclusive, unrestricted, worldwide license to reproduce, prepare derivative works, distribute copies, perform, or publicly display your user content in any medium and for any purpose, including commercial purposes, and to authorize others to do so. You agree that you have the right to submit anything you upload, and that your Images do not violate the copyright, trademark, trade secret or any other personal or proprietary right of any other party.

5. Payments
On any sales commissions and/or royalties due you, we will pay you every thirty (30) days by the 10th of each month and when we owe you at least five (5) US dollars. If you are owed less than five (5) US dollars, we will hold your payments until a subsequent month. You will be paid via the email address associated with your PayPal account which you enter and keep current in your Account settings.

6. Reporting
We will give you online access to a dashboard which shows you how much money we owe you and gives you analytics about how your Images are selling.

7. Exclusivity
While we are proud that our service is unique and know of no direct competitor, you agree not to provide content or sell content on any competing anonymous messaging or anonymous card service during the period you are a registered Seller and for an additional period of twelve (12) months after you are no longer a registered Seller.

8. Promotions
We reserve the right to include any of your uploaded Images in promotions that are either discounted or completely free in order to generate exposure for you or us. We determine what at what prices we will sell your Images and if we don’t collect any money for your Images, we don’t owe you any money.

9. We May Discontinue Your Seller Access
We reserve the right to change, suspend or discontinue your Account and/or your ability to sell Images at Little Birdie for any reason. We will not be liable to you for the effect that any of these changes may have on you, including your income or your ability to generate revenue. However, we will continue to pay you any sales commissions or royalties due you per this Seller Agreement for sales by us or others of your Images that you uploaded while you were authorized to upload.