Seller Agreement

Introduction:

Welcome to Merise, accessible through our website located at www.merise.io (the "Platform") owned solely and exclusively by Macmerise Celfie Design Pvt. Ltd. (the “Company”). This User Agreement governs the relationship between you as a Seller on the Platform through the microsite ("Seller," "you," and "your") and Merise ("we," "us," and "our").
As a Seller on the Platform and Microsite, you acknowledge and agree that utilizing the Platform and its services, including uploading, publishing, posting, or generating content, such as graphics, images, art, logos, designs, or any other material ("Content"), carries significant legal responsibilities. It is your sole responsibility to ensure that your use of the Platform, including publishing your Content, offering products for sale that incorporate your Content ("Products"), and utilizing the microsite provided by Merise (the "Microsite"), complies with all applicable laws, regulations, and intellectual property rights.
The Services provided by Merise (“Merise Services”) on this Platform encompasses creation of Microsite, manufacture and distribution of Sellers' Products by the Company or third parties, payment processing by third parties, discretionary marketing and promotional activities of Sellers, and customer service.
The Microsite, created and managed by Merise on behalf of Sellers, serves as a dedicated platform for the sales and promotion of your Products. You understand that Merise retains ownership and control over the Microsite and grants you a non-exclusive license to use the Microsite solely for the purpose of selling your Products on the Microsite.
When a Buyer places an order for a Seller's Product through the Microsite, the Company will either manufacture and distribute the products by itself or forward the order information to independent third-party fulfillers ("Fulfillers") who will manufacture and ship the Product according to the specifications provided by the Seller and their Buyer.
Please note that the Seller is solely responsible for the accuracy, legality, and quality of the Content and the Products you offer through your Microsite.

Content and Product Responsibility:

All Sellers and Users should be aware that Merise does not prescreen all the Content or Products that Sellers upload to or generate on the Microsite. While Merise does not permit unlawful Content or Products on the microsite, we cannot guarantee that each Seller complies with this User Agreement or the law at all times. Sellers are solely responsible for their Content and Products and for possessing the necessary rights to the Products they offer. They are also best positioned to respond to inquiries regarding their Content and Products.
This responsibility between Sellers and Merise is specifically applicable to the Microsite provided by Merise. The Microsite serves as a dedicated platform for Sellers to showcase, promote, and sell their Products on the Platform. Merise takes no ownership or control over the Content and Products uploaded by Sellers on the Microsite. However, Merise reserves the right to enforce compliance with this User Agreement and applicable laws and regulations for the Content and Products displayed on the microsite.
Please note that while Merise strives to maintain a lawful and safe environment on the microsite, it is the Seller's sole responsibility to ensure that their Content and Products comply with all relevant laws, regulations, intellectual property rights, and other legal obligations. Sellers are also responsible for addressing any inquiries or concerns related to their Content and Products on the microsite.
Agreement to Seller Agreement:
By using the Platform, registering an account, logging into the Platform, creating your brand store, you agree to be bound by the terms of this Seller Agreement. It is important to carefully read and agree to all the terms in this Seller Agreement, as well as our other policies, IP rights and Privacy Policy (all of which are incorporated by reference in this User Agreement). If you do not agree with the terms of this Seller Agreement or any of our other policies, you may not use the Platform or any of the Merise Services.
General Terms
General Information:
Eligibility and Age Restrictions: The Merise Platform, including the microsite, is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. This means that you must be at least 18 years old to use the Merise Platform as a Seller. Minors are not permitted to use the Merise Platform or the microsite under any circumstances unless properly supervised by their parent or legal guardian.
Limitations of Liability and Waiver: Merise accepts no liability for any failure to comply with this Seller Agreement where such failure is due to circumstances beyond our reasonable control. If Merise waives any rights available to the Company or the Platform under this Seller Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion. If any of the terms of this Seller Agreement are held to be invalid, unenforceable, or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force and effect.
Amendments to User Agreement: Merise may amend the terms of this Seller Agreement and our policies from time to time in our sole discretion. We will make reasonable efforts to notify Sellers of material changes either by sending an email to the email address registered with Merise and/or by displaying information about modifications to this Seller Agreement on the Platform, including the microsite. Your continued use of the Merise Platform and the microsite as a Seller will constitute ongoing agreement to the terms in this Seller Agreement as updated from time to time.
Account Management:
When creating an account on Merise, you are required to provide a username, your email address, and a password. The registration of a legal entity or partnership may only be carried out by a natural person authorized to represent the entity or partnership, who must be designated by name. Each account can only be owned by a single natural or legal person. During registration, you must provide complete and truthful information. If any of this information changes after registration, you must update it promptly. Failure to provide accurate or updated information may result in your exclusion from our Platform.
To verify your identity, ensure account security, and comply with legal requirements, we may request current and accurate information such as your name, physical address, telephone number, date of birth, tax ID or VAT number, and company registration details (if applicable). We may also ask you to provide additional documents or information to assist in verifying your identity, such as a copy of your government-issued identification and other legally required documents. It is strictly prohibited to use false information or impersonate another person through your account. You agree and acknowledge that failure to provide the requested information or documents may result in the termination or restriction of your account, as well as potential delays or withholding of any Seller earnings associated with your account.
In the unfortunate event of a Seller's death or permanent incapacitation, we may require specific documents from the Seller's successors, assigns, or legal representatives. Such documents may include a death certificate, proof of succession, or power of attorney.
Passwords:
You are responsible for all actions taken on the Merise Platform using your account, including any purchases or sales of Products and the display of Content or messages, even if these actions were not authorized or anticipated by you. Any loss resulting from the use of your password, whether by yourself or any other person, is solely your responsibility.
You agree not to disclose your password to any other individual and to ensure that your password is not accessible or usable by anyone other than yourself. If you suspect that someone else has knowledge of your password, you must change it immediately.
If you find yourself unable to access your account and require assistance to resolve the situation, we may, to the extent permitted by law, request information to verify your identity and confirm that you are the rightful owner of the user account in question. This measure is implemented to ensure the security of user accounts and prevent unauthorized access by third parties.
Intellectual Property Rights and License:
By uploading your Content to the Microsite, you grant Merise and its affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to distribute, host, transmit, store, use, reproduce, and publicly display the Content you publish to the Microsite. This license allows Merise and its affiliates to promote the Platform and the Microsite, facilitate the functionality of the Platform and the Microsite, and provide the Merise Services, including third-party manufacturing, promotion, marketing, advertising, and distribution of your products. The licenses granted terminate within a commercially reasonable time after you remove or delete your Content from the Microsite.
Unless otherwise specified in this Seller Agreement, you retain all intellectual property rights you possess in your Content.
All intellectual property rights, title, and interest in the Platform, including the software and systems underlying the Microsite, and the text, graphics, logos, icons, sound recordings, and software, are owned by or licensed to Merise. This includes rights under patent, copyright, trade secret, trademark, unfair competition law, and any other proprietary rights. You may not use, adapt, reproduce, store, distribute, print, display, perform, publish, or create derivative works from any part of the Platform without prior written permission from Merise, except as permitted under relevant intellectual property laws.
You are prohibited from modifying, adapting, translating, preparing derivative works from, decompiling, reverse-engineering, disassembling, or attempting to derive source code from the website or mobile app. You are also prohibited from removing, obscuring, or altering Merise's copyright notice, trademarks, or other proprietary rights notices affixed to, contained within, or accessed in conjunction with the website or the mobile app.
If you use any of Merise's trademarks or other intellectual property in reference to our activities, products, or services, you must include a statement attributing that trademark to us. You may not use any of our trademarks as part of your trademarks, in connection with activities, products, or services that are not ours, in a manner that may confuse, mislead, or deceive, or in a manner that disparages us or our information, products, or services.
Privacy Policy:
Protecting your privacy is of utmost importance to us. For detailed information on how we collect and use personal information, please refer to our Privacy Policy. The Privacy Policy is incorporated into this Seller Agreement by reference. It outlines our practices regarding the collection, use, and safeguarding of personal information. When using the Platform and Microsite and the Merise Services, you may grant certain permissions to us for your device. Most devices, including mobile devices, provide information about these permissions. You can find further details about these permissions in our Privacy Policy.
While we take all reasonable measures to protect our Seller, it is essential that you also take precautions to ensure that accessing the Platform or Microsite and using the Merise Services does not expose you to the risk of viruses, computer malware, or any other harm to your computer system.
Please note that our ability to verify the identity of other Users may be limited. Despite our reasonable security measures, it is possible that an account may contain outdated or incorrect contact information and/or be used in a manner that infringes upon the rights of others.
Electronic Communications:
When you use the Merise Platform or send emails, text messages, and other communications from your desktop or mobile device to or through the Platform, you may be engaging in electronic communication. By using the Platform, you consent to receive electronic communications from us, including but not limited to emails, texts etc. You have the option to retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing. Furthermore, you acknowledge that your electronic agreement carries the same weight as your signature on paper.
Terminating and Restricting Accounts:
Access to the Merise Platform, Microsite and any associated Content, including account usernames and Product listing pages, may be limited or terminated at any time by us without prior notice for any reason at our sole discretion. Certain terms and conditions that, by their nature, would reasonably be expected to survive termination shall remain in full force and effect even after the termination of this Seller Agreement. Such terms and conditions include, but are not limited to, your indemnification obligations, your grant of rights and licenses, our disclaimers and limitations of liability, your representations and warranties, and any applicable licensor terms and conditions. In the event of an account termination, Content associated with disabled accounts may not be publicly viewable, and associated Products will not be discoverable, viewable, or available for sale to Buyers. Sellers acknowledge that Merise is not responsible for any direct or indirect loss suffered in connection with the disabling of their account or others' accounts.
Disclaimers and Limitation of Liability:
As a Seller, it is your responsibility to ensure that your access to the Platform or the Microsite and your use of the Platform and the Merise Services comply with applicable laws. You must take precautions to protect your computer system from viruses, malicious code, or other forms of interference, as we do not accept responsibility for any damage or interference to computer systems resulting from your use of the Platform or the Merise Services. Please note that we may not be able to confirm the identity of other Users or prevent them from engaging in activities that violate the law.
The Platform and the Merise Services are provided on an "as is" basis. We do not guarantee that the Platform or the Merise Services will be free from errors or viruses, or that access to the Platform or the Merise Services will be uninterrupted. You acknowledge that the Platform and Services may be subject to outages, faults, or delays, which can be caused by various factors, including technical difficulties with software, equipment, systems, internet traffic, or infrastructure failures.
We do not make any warranties or representations regarding the protection of Content uploaded to the Microsite against loss, theft, misuse, or alteration by third parties. We do not warrant the availability of Content on the Microsite or its availability within a specific timeframe. Merise disclaims any liability to you or any third parties for losses arising from the failure to provide the Merise Services, data corruption or loss, errors or interruptions, suspension or discontinuance of the Merise Services, or transmissions or Content of others in violation of this Seller Agreement.
We are not responsible for any loss or damage, whether direct or indirect, that you may suffer in connection with your use of the Platform or the Merise Services.
To the fullest extent permitted by law, we make no representations, warranties, or conditions of any kind, express or implied, regarding the Platform or the Merise Services, including without limitation, any implied warranty of merchantability or fitness for a particular purpose.
To the fullest extent permissible by law, Merise shall not be liable to any person for any direct, indirect, or consequential loss or damage, including but not limited to actual, consequential, punitive, special, or other damages, injury, claim, or liability arising from this Seller Agreement or resulting from the Platform or the Merise Services.
Where legislation implies any condition or warranty, and if such legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included. However, our liability for a breach of such condition or warranty will be limited to one or more of the following remedies offered as a gesture of goodwill: facilitating the repair or replacement of goods or their equivalent, supplying the Merise Services again, or paying the cost of having the Merise Services supplied again.
This disclaimer does not attempt or purport to exclude liability arising under applicable statutes if, and to the extent, such liability cannot be lawfully excluded.
Special Terms
Sale of your Products:
The retail price charged to Buyers who purchase your Product is made up of the manufacturing fee charged by the Company or any third-party manufacturer, Merise's fee for hosting the Microsite and facilitating the transaction (the manufacturing fee and Merise's fee are referred to collectively, and inclusive of tax, as the "Base Amount"), your creator margin ("your Margin"), and any relevant sales tax (such as sales tax, GST, VAT, etc.) that Merise and/or you (as the case may be) are liable to account for to the appropriate tax authorities. The total amount may be affected by Microsite discounts and shipping charges that are added to the retail price. When making each individual Product available for sale, you are able to select any percentage mark-up you wish, greater than or equal to zero, above the Base Amount but below the automated upper limit (subject to change from time to time). The percentage mark-up selected by you on the Microsite for each of your Products is used to calculate the currency value of your Margin for each sale.
You may change the percentage mark-up on top of the Base Amount at any time by changing your selection on the Platform. The Base Amount may change at any time with or without notice, which may affect the dollar value of your margin, which you set as a percentage of the Base Amount. The retail price will not change on an individual sale after a buyer has submitted an order to the Microsite.
You will receive an automatically generated email at the email address you registered in your account to notify you when an order has been placed for your Product(s).You agree that Merise makes no representation that it will be able to facilitate an order for your Products, whether at the retail price or at all, nor that you will obtain any benefit by entering into this Seller Agreement.
Payment Terms:
You authorize Merise to collect, hold, and distribute the retail price ("Sale Proceeds") from Buyers on the terms set out in this Payment Terms section. A shipping charge may be charged to the Customer for the shipping of the Product, which will not affect the amount to be distributed to you.
You authorize Merise to deduct the Base Amount (which includes Merise's fee for facilitation services, including tax where applicable) from the Sale Proceeds for your Products before distributing your Margin (which will include tax where applicable).
We will pay your Margin in accordance with the payment method you select on the Platform. This will usually take place between the 15th and 20th days of the month.
We may set payment amount threshold amounts in relation to a month or other time period, and where the payment amount does not exceed any applicable threshold for the relevant period, your payment may be postponed until the threshold is exceeded.
It is your responsibility to ensure Merise has current details of your postal address, bank account details, and other information required by our policies and/or the law. Merise will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method or any other information you provide. If you cannot be paid because you have given us incorrect information or your information is out of date, your Margin may be delayed or withheld. If you have not notified Merise of any amendment to the payment method details in that time, your Margin proceeds will be forfeited to Merise or donated to a charity of our choice, subject to applicable law.
To help us verify your identity and to protect the security of your account and to comply with the law, you may be requested to provide current and accurate information about yourself (such as your name, physical address, telephone number, date of birth, tax ID or VAT number, and company registration if applicable). We may also request that you send us additional documents or information to help verify your identity, such as a copy of your government-issued identification and other documents that may be legally required. It is prohibited to use false information or impersonate another person through your account. You agree and acknowledge that if you do not provide the information or documents requested, your account may be terminated or suspended, and any of your Seller earnings associated with your account may be delayed or withheld.
Any information you choose to publish in the public section of your profile may be viewed, distributed, or linked to within the microsite and on the platforms of third parties, such as offsite marketing platforms if you choose to advertise your Products on offsite platforms. In case we receive any copyright notice or cease and desist notices in relation to your Products, will shall share your information and redirect such notices to you.
Taxation Responsibility:
Merise will collect and remit sales taxes (such as sales tax, GST, VAT, etc.) on your behalf where required by applicable taxation laws or regulations. However, if Merise is not required by applicable taxation laws or regulations to collect and remit sales taxes:
Each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this Seller Agreement. We recommend that you consult with your tax advisor as to the application of taxes for you as the seller of the merchandise. This may include sales tax, VAT, GST, other transactional taxes, and income taxes.
Merise will not collect or pay taxes on your behalf as you are the principal in the sale of your product to Buyers. As stated above under "Payment Terms," the amounts distributed to you will be deemed to be inclusive of any taxes, if applicable. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your Products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance.
All tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility.
License and Standing Instructions:
Without limitation to any other rights and licenses you grant to Merise, its affiliates, or third parties in connection with the Merise Services, you hereby grant Merise the rights and license set forth in this Seller Agreement for the purpose of enabling us to carry out the Merise Services. You hereby instruct Merise to facilitate the sale of your Product(s), which includes facilitating payment processing and arranging for manufacturing of your Product, in respect to the orders placed by the buyers via the Microsite, and Merise will facilitate such payment and manufacturing in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by your customer.
Other Terms:
Buyers may not cancel an order once it has been submitted on the microsite. As the Seller's customer, it is the Buyer's responsibility to ensure the accuracy of their product delivery address. Merise, takes no responsibility for any product that the Buyer does not receive or receives late due to errors in the delivery address provided on the microsite.
Merise does not warrant, endorse, make representations about, or recommend any content, artwork, images, or text hosted on the microsite or the products you offer for sale on the microsite as a Seller. Your content may include parodies, references, or be inspired by popular brands or public individuals, but it may not be endorsed or licensed by any brand or individual. Merise makes no representations or warranties regarding endorsement, affiliation, or licensing status. As the Seller, you are responsible for the content you upload, the products you sell, and securing any necessary third-party rights or licenses.
If a Product is delivered to buyer but is damaged, the applicable third parties involved in the Product order will be notified to issue a Product replacement. To receive a remedy for a damaged Product, your buyers may need to provide reasonable proof of the damage, such as a photo of the damaged Product or by returning the damaged Product to the Company provided they email customer service within fourteen (14) days of receipt to report the nature of the damage and request a new product.
All Sellers grant Merise permission to facilitate the sustainable disposal of any returned Product, including as a result of a refund, reprint, or product sampling
Seller Representations and Warranties:
When you upload your Content to the Platform, you represent and warrant all of the following:
You own all applicable rights in the Content, including intellectual property rights and publicity rights, or you have permission from the owner to display, reproduce, distribute, make, sell, and otherwise use the Content and Products in connection with the Platform and Microsite.
The Content and Products will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trademark, patent, or rights of privacy or publicity.
Your use of the Platform will comply with the law.
All Content is accurately titled, tagged, and described.
The Content does not contain material that defames or vilifies any person, people, races, religion, or religious group, and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable.
The Content does not include malicious code, including 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.
The Content is not misleading or deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions, and the Content does not promote Products for uses and to consumers for which the Products are not intended.
Merise reserves the right to review and, in its sole discretion, disable or terminate your account, remove from the Platform, or disable or limit access to any of your Content or Products if we believe that you or your Content breached or is likely to breach this Seller Agreement or an agreement with an applicable third party, violates the law or any of our policies, or for any other reason.
You acknowledge and agree to your indemnity obligations with respect to any direct or indirect damage to Merise or third parties arising from your breach or alleged breach of this User Agreement or any of your representations or warranties, as provided for under the "Indemnity" section of this User Agreement.
Seller Promotion Facilitation Services:
Merise facilitates Sellers' promotion and marketing of products displaying their Content by providing the Merise Services, including tools for them to create publicly-viewable Product listing pages and offer their Products to Buyers. If you choose to include your Products in offsite marketing, Merise is under no obligation to facilitate your aforementioned promotion and marketing activities. You acknowledge that such activities are not controlled by Merise and are dependent upon actions of third parties independent of Merise, such as the functionality of third-party marketing platforms and the browsing behavior of third-party users of those platforms. You or Merise may exclude your Products from offsite marketing at any time for any reason in your or Merise's sole discretion.
Indemnity:
You agree to indemnify, defend, and hold harmless Merise, our officers, directors, employees, affiliates, agents, and representatives, as well as all third parties participating in the Platform or the Microsite, including but not limited to Fulfillers, third-party shippers, payment processors, and Licensors that have facilitated the sale or offer for sale of your Products, and each of their officers, directors, employees, affiliates, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees), or other expenses that arise directly or indirectly out of or from your breach or alleged breach of any clause of this Seller Agreement. This includes any allegation that your use of the Platform, your Content, or your Products infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of any third party, and/or your activities in connection with the Platform or the Microsite.
Subject to applicable law, you acknowledge and agree that Merise may freeze or retain all or a portion of any funds in your account to satisfy your indemnity obligations in this Seller Agreement, including to cover any past or future legal costs associated with your breach or your alleged breach that have been or reasonably could be incurred by Merise or the indemnified parties, or if otherwise required by a legal proceeding or the law.
This indemnity will be applicable without regard to the negligence of any party, including any indemnified person. Without limitation to other unspecified provisions of this Seller Agreement that survive termination, this Indemnity section will survive the termination of this Seller Agreement.
Limitation of Liability:
Without limitation to other disclaimers and limitations of liability in this User Agreement, in no case will Merise be liable for any consequential loss or damage suffered by you arising from this Seller Agreement. To the extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded.
Governing Law and Dispute Resolution:
This Agreement shall be interpreted and governed in all respects by the laws of India. If any dispute arises between the Parties hereto, during the subsistence or after the Term of the Agreement, in connection with this Agreement, the Parties hereto shall endeavor to settle such disputes amicably.
In case the Parties fail to settle such disputes within a period of 30 days from reference above, either Party submits to the exclusive jurisdiction of the courts of Mumbai, India.