Seller Agreement

This agreement is between you ("seller", "you") and Nmjoy ("Nmjoy", "we", "us", "the marketplace"). You must accept it before you can publish a listing. It applies alongside our Terms of Service, Content Policy, Licence Terms, Refund Policy, Fees & Payouts page and Seller Data Addendum, each of which is incorporated into this agreement. Where any of them differs from this agreement on a selling matter, this agreement prevails.

1. Definitions

"Marketplace" means the website and services operated by Nmjoy through which digital products are listed and sold.

"Product" means a digital product, and any preview, description, imagery or file that forms part of its listing, that you list for sale on the marketplace.

"Buyer" means a person who purchases a product through the marketplace.

"Licence Terms" means our published Licence Terms, which define the fixed licence tiers a buyer may receive: PERSONAL, COMMERCIAL and EXTENDED.

"Content Policy" means our published Content Policy, which sets out what may and may not be listed.

"Refund Policy" means our published Refund Policy.

"Commission" means the percentage of the gross sale price that we retain on each sale, as shown in your seller dashboard.

"Earnings" means the amounts that accrue to you from sales after commission, as recorded in your seller dashboard.

"Marketplace currency" means Indian rupees (₹). Every price, earning and payout on the marketplace is in rupees.

"Payout provider" means the third-party service through which we send payouts.

"Seller dashboard" means the part of the marketplace where you manage your store, products, earnings and payouts.

2. Parties and acceptance

You accept this agreement by ticking the acceptance box or clicking the button presented when you open a store, and again whenever we ask you to accept a new version. Acceptance given electronically is a valid contract under the Indian Contract Act 1872 and the Information Technology Act 2000, and has the same effect as a signature.

If you accept on behalf of a company or other organisation, you confirm you are authorised to bind it, and "you" means that organisation.

3. Your store and eligibility

You must be 18 or older and resident in India, with an Indian bank account, a UPI id or a crypto wallet to receive payouts, to sell on the marketplace. You may open one store per account. Your store name, description and imagery must be accurate, must not impersonate anyone, and must not infringe anyone's rights.

The only details we hold about you are your name, your email address and your payout details. Depending on the payout provider, those are either the recipient identifier it returns or your bank account, UPI id or wallet address itself, which we store encrypted. Keep your name and email address accurate and up to date. Your store page shows your store name and description only. Buyers ask about your products through the product question-and-answer feature, and disputes go to support@nmjoy.com.

Your store is publicly visible while it is in good standing. You are responsible for everything done through your account and must keep your sign-in credentials secure.

4. Appointment as non-exclusive reseller

You appoint us as a non-exclusive reseller of your products to buyers in India, and we accept that appointment. We act as the merchant of record: the buyer contracts with us, we take payment, we account for applicable buyer-side taxes, and we deliver the product.

You remain the licensor of your products. The licence a buyer receives comes from you, on the Licence Terms, and we do not acquire ownership of your products. Nothing in this agreement stops you from selling the same products elsewhere, on any terms you choose.

5. What you may list

You may list digital products that you own or are licensed to sell, that you describe accurately, and that comply with the Content Policy and Indian law. The Content Policy forms part of this agreement.

You must not list material you do not hold the rights to, anything that infringes copyright, trade marks or other rights, malware or anything designed to cause harm, content unlawful in India, or anything we have told you to stop listing.

6. Seller representations and warranties

Each time you list a product, and for as long as it remains listed, you represent and warrant that:

1. you own the product or hold every licence needed to sell it through us on the Licence Terms;
2. the product, its previews and its listing do not infringe any copyright, trade mark, design, patent, trade secret, privacy, publicity or other right of any person;
3. the product contains no malware, hidden functionality, or anything designed to damage, intercept or take control of a device or data;
4. the description, previews and imagery accurately show what the buyer will receive, and the files delivered match them;
5. the product is lawful in India;
6. every third-party element included in the product, such as fonts, photographs, audio, models, code libraries or other assets, is cleared for redistribution under the licence tier you have chosen;
7. where a product page asks whether content was generated with artificial intelligence, your answer is truthful and complete;
8. you will honour any support, updates or other commitments you describe on the product page; and
9. the name and email address you have given us are true and current.

7. No variation of licence terms

The licence a buyer receives is defined solely by the tier you choose from the Licence Terms. You may not add, on the product page, in the files or anywhere else, terms that narrow, widen or conflict with the Licence Terms. Any such terms have no effect between us and the buyer, and listing them is a breach of this agreement.

You may include a plain description of what the product contains and how it can be used, provided it is consistent with the chosen tier.

8. Licensing to buyers

For each product you choose one of the licence tiers offered in the Licence Terms. That choice is shown on the product page and is the licence granted to every buyer of that product at that price.

Where we offer buyers the ability to upgrade from one tier to another, the upgrade is treated as a new sale of the higher tier and earns you commission-adjusted earnings in the same way as any other sale.

9. Pricing, taxes and invoices

You set one price for each product, in Indian rupees (₹). Prices are entered exclusive of goods and services tax (GST). As merchant of record we calculate and add GST to the buyer's price where we are registered and it applies, collect it from the buyer, and remit it to the tax authority. GST collected is never part of your earnings.

We issue the tax invoice or receipt to the buyer. You do not invoice the buyer.

You remain responsible for your own income tax, any GST registration your own turnover requires, and any other business registrations your activity requires.

We do not currently deduct tax from payouts. If a law requires us to withhold or report anything about your earnings in future, we will tell you before it applies.

You may also offer a subscription: to your store, covering the products you mark as included, or to a single product. You set its price per month or per year before it goes live; once it is live the price cannot change, because your subscribers agreed to it. Each charge a subscriber pays is a sale for the purposes of sections 10 to 14. A subscription gives subscribers access to the covered products only while it is paid for; it does not transfer the products to them. While it lasts they receive each file as you set it: downloaded, within a fair-use limit on how many files a subscriber may download in a period, or stream-only, which buyers and subscribers can only view on the marketplace. Stream-only discourages downloading but is not copy protection: a browser can save what it shows and a screen can be recorded, so it cannot prevent a copy being made. We show you how many times each product was downloaded through a subscription, not by whom. What subscribers make with a product while subscribed stays licensed after their subscription ends, as the Licence Terms describe. You choose download or stream-only for a file before the first version containing it is published, and the choice is then fixed for that file.

10. Commission and earnings

We retain a commission on the gross sale price of each order, after buyer-side taxes have been removed. The rate is shown in your seller dashboard. The rate applied to an order is the one in force when that order is paid; it is recorded on the order at that moment and a later change to the rate never alters an order already paid. The remainder accrues to you as earnings in the marketplace currency.

A plain-language description of how earnings are calculated, with a worked example, is on our Fees & Payouts page.

Your store always sells on its page in the Nmjoy marketplace at no charge. Its own site is a paid plan: the store site plan, ₹199 a month, serves it at its Nmjoy subdomain, and the custom domain plan, ₹599 a month, serves it on a domain you own with the subdomain included. Each is the whole amount charged. You subscribe from your seller dashboard, and it is charged to the payment method you authorise there, not deducted from your earnings. A plan renews automatically each month until you cancel. You may cancel at any time: no further charges are taken, your site stays on until the end of the month you have paid for, and we do not refund part of a month. If a renewal is still unpaid 7 days after it falls due, or once a month you have cancelled ends, your store's own site goes off and any custom domain is disconnected; your store keeps selling on its marketplace page.

11. Holds, reserves and set-off

Earnings become available 30 days after the sale. That period allows for refunds and chargebacks on the sale.

We may hold earnings for longer, and may hold a reasonable reserve against your balance, while we investigate a report or a suspected breach of this agreement, while a chargeback is open, or where your store's refund or chargeback rate is materially higher than the marketplace as a whole. We will tell you when we apply a longer hold or a reserve and, unless the law prevents it, why.

If a sale is refunded or charged back, whether before or after you have been paid, we reverse the corresponding earnings in your ledger. We may set off any amount you owe us under this agreement against your earnings and future payouts. Where your balance cannot cover it, the difference remains owing to us and survives termination of this agreement.

12. Payouts

Once your available earnings reach ₹1,000.00, they are paid in the next monthly payout run, on the 1st of each month (Indian Standard Time), to the bank account, UPI id or crypto wallet you have registered. Payouts are sent through a third-party payout provider, whose processing times and fees apply and are shown by the provider. Some providers keep your payout details themselves; for the others we store them encrypted and use them only to send your payouts. A payout to a crypto wallet is converted from rupees at the payout provider's rate when it is sent, and the coin amount is rounded down to the precision the provider accepts.

You are responsible for the accuracy of your payout details and for losses caused by details that are wrong or out of date.

Each payout is accompanied by a statement in your seller dashboard. If you believe a figure on a statement is wrong, tell us at sellers@nmjoy.com within 30 days of the statement being issued. After 30 days the statement is treated as accepted, except where the law does not allow that.

13. Chargebacks

Where a buyer disputes a payment with their bank or card issuer, we will contest the chargeback where it is reasonable to do so, and we may ask you for evidence. We may deduct from your earnings a chargeback fee equal to the fee our payment provider actually charges us for that chargeback. We do not charge any additional or punitive chargeback fee.

14. Refunds

Buyers may be entitled to a refund under our Refund Policy, our Terms of Service or the Consumer Protection Act 2019. Because we are the merchant of record, we decide refunds, applying the Refund Policy. We will consult you where it is practical to do so. A refunded sale is reversed in your ledger as described in section 11.

15. Moderation and enforcement

We may review any listing or store at any time. Where a listing or a store breaches this agreement, our policies or the law, we may take one or more of the following actions:

1. WARN: record a warning against your store;
2. SUSPEND: remove your store and products from sale for a stated period or until a stated condition is met;
3. BAN: permanently close your store and delist all of your products; and
4. REINSTATE: lift a suspension or ban.

Every action is recorded with its reason. We will tell you what we did and why, unless the law prevents us from telling you, and you may contest the action by replying to that notice. While your store is suspended or banned your earnings are held, and are released, less anything you owe us, once the matter is resolved or the hold period after your last sale has passed, whichever is later.

We may also delist an individual product without suspending your store where only that product is at issue.

16. Intellectual property and our licence

You keep ownership of your products. You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, adapt for display, and promote your products and their imagery in order to operate and market the marketplace, and to deliver them to buyers who purchase them.

That licence ends when you remove a product or this agreement ends, except that we may continue to serve the product to buyers who already bought it and may keep the records we are required to keep by law.

17. Indemnity

You will cover the losses, costs and reasonable legal fees we incur as a result of a third-party claim that your product, listing or conduct on the marketplace infringes someone's rights or breaches the law or this agreement. Your liability under this section is capped at the total amount we have paid you under this agreement in the 12 months before the claim was first notified to you.

That cap does not apply where the claim arises from your wilful or knowing infringement of another person's rights, or from fraud. Nothing in this section limits any liability that cannot lawfully be limited.

18. Buyer data

We show you only that a sale occurred and its value, and, where a buyer posts a review or a question on your product, that buyer's display name. We do not share buyers' email addresses or payment details with you.

You act as a separate and independent data fiduciary under the Digital Personal Data Protection Act 2023 for the limited buyer data you receive. You may use it only to fulfil the sale, provide the support you have promised and meet your own legal obligations. You must not use it for marketing. The Seller Data Addendum forms part of this agreement and sets out your obligations in full.

19. Confidentiality

Each of us will keep confidential the other's non-public information obtained under this agreement. For you, that includes your sales figures, earnings and any unreleased feature or programme we show you before it is public. For us, that includes your non-public sales data. Neither of us will disclose such information except to advisers and service providers who need it and are bound to keep it confidential, or where the law requires.

You may publish your own sales and earnings figures. This section does not prevent that.

20. Coupons and promotions

You may create coupons for your buyers from your seller dashboard; they apply only to what your store sells, and you cannot use your own. We may also issue coupons that apply across the marketplace, including to your products and subscriptions. Whoever issues it, a coupon lowers the price the buyer pays for your product, and the whole reduction is borne by you: we fund no part of it. Your earnings and our commission are calculated on the price the buyer actually paid after the coupon, at the commission rate in your dashboard, exactly as for any other sale. A coupon on a subscription lowers only its first payment; the full price applies after it.

21. Publicity

We may name your store and show your product imagery and listing details in our marketing, including on the marketplace, in email and on social media, to promote the marketplace and your products. You may opt out at any time by emailing sellers@nmjoy.com; we will stop new uses within 30 days of your request.

22. Dormant balances

If you have earnings but no valid payout recipient registered for 24 months, we will email you at the address on your account, and email you again if we receive no reply. If a further 90 days pass without a valid payout recipient being registered, we may treat the balance as unclaimed and deal with it as applicable law requires, which may include paying it to a public authority. Where the law allows, we will still pay the balance to you on request.

23. Independence

You are an independent business, not our employee, agent, partner or franchisee. You decide what to sell and at what price, subject to this agreement. Nothing here creates an employment relationship, entitles you to employment benefits, or authorises either of us to bind the other.

24. Term, suspension and termination

This agreement starts when you accept it and continues until ended. Either of us may end it on 30 days' written notice; you may do so from your seller dashboard or by emailing sellers@nmjoy.com. We may suspend or end it immediately for a material breach, where the law requires, or where continuing would expose buyers or us to harm.

On termination your listings are withdrawn from sale and your store is no longer publicly visible. Buyers keep access to what they already bought. Earnings already accrued remain payable after the hold period, less anything you owe us. Sections 11, 13, 16, 17, 18, 19, 22, 25, 26, 28 and 29 survive termination.

25. Liability

Neither of us excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.

Subject to that, our total liability to you under or in connection with this agreement is limited to the commission we retained on your sales in the 12 months before the claim, and neither of us is liable to the other for loss of profit, loss of business, or indirect or consequential loss.

26. Complaints

If you have a complaint about how we have applied this agreement, including a moderation decision or a payout figure, email sellers@nmjoy.com with the details. We will acknowledge it within 24 hours, investigate, and resolve it within 15 days of receipt. If you are not satisfied, escalate it to our Grievance Officer at grievance@nmjoy.com.

27. Changes

We may publish a new version of this agreement. Where a change is material we will notify you at least 30 days before it takes effect, and you may need to accept the new version before you can continue to sell. We may shorten that period only where the law requires the change or where it is needed to address a security risk or an unforeseen and imminent danger. Orders already placed keep the terms in force when they were placed.

28. General

This agreement, together with the documents it incorporates, is the entire agreement between us about selling on the marketplace and replaces any earlier understanding.

If any part of this agreement is found unenforceable, the rest continues in effect.

You may not transfer this agreement or your store to anyone else without our written consent. We may transfer it to a successor of our business on notice to you.

Neither of us is liable for a failure caused by events beyond our reasonable control, but that does not excuse payment of amounts already due.

Notices to us must be sent to legal@nmjoy.com. Notices to you will be sent to the email address on your account and are treated as received when sent.

Acceptance, notices and records kept in electronic form are valid between us.

29. Governing law and jurisdiction

This agreement is governed by the laws of India, and the competent courts in India have exclusive jurisdiction over any dispute arising from it.

30. Contact

Seller support: sellers@nmjoy.com. Privacy: privacy@nmjoy.com. Legal notices: legal@nmjoy.com.