Seller’s Agreement

EFFECTIVE DATE: December 19, 2025

You (as used herein, “you,” “You” or “User”, shall refer to the user of the Site) have elected to make your designs available to other people for purchase as fabric, wallpaper, home goods or other products through the design library available on the Site (the “Design Library”). Participation in the Design Library is optional and is available to anyone who agrees to the terms of this Agreement. This seller’s agreement (the “Agreement”) shall govern your activities using the Design Library and the sale of any designs through the Design Library. This Agreement is in addition to your obligations under the Spoonflower Terms of Service (the “Terms”), which is incorporated herein by reference. Any defined term used in the Agreement that is not otherwise defined here shall have the meaning ascribed to it in the Terms.

By using the Design Library, including without limitation by identifying your Content as available for sale and/or offering to sell your Content through the Design Library, you are indicating your agreement to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not authorized to make Content available through the Design Library.

We may modify the terms of this Agreement from time to time, and your sale or offer for sale of any item after the amendment to this Agreement shall signify your acceptance and agreement to be bound by the amended agreement. If you ever have any questions about this Agreement, please do not hesitate to contact us at help@spoonflower.com.

1) Selling Content

You must first submit an Application through the Site and be approved by Spoonflower before you can participate in the Design Library and make Content publicly available for sale. To apply, you must follow the Application instructions set forth on the Site, including providing all required information and materials, and Applications will be evaluated by Spoonflower using the criteria set forth on the Application page and/or otherwise communicated by Spoonflower. Approval of sellers is in Spoonflower’s sole discretion and accepted sellers must abide by the terms of this Agreement and maintain active status, as described in more detail below, to participate in the Design Library. If you are accepted into the program, by default, all of your Content will initially be identified as private and not available for sale. To make an uploaded design available for purchase you must specifically designate it to be available for sale in your design library through the Site.

You must maintain active status in order for your Content to continue to be shown publicly in the Design Library. To maintain active status, you must be responsive to Spoonflower requests regarding your listed Content and Spoonflower account, including timely completion of listing updates and other account activities requested at Spoonflower’s sole discretion. Failure to maintain active status will result in your Content being identified as private in the Design Library and not published for sale, and you will be required to complete the new seller Application process and be approved by Spoonflower before your active status can be reinstated.

When you designate a design to be available for sale, you will have an opportunity to identify and set certain characteristics and qualities concerning the design, including a name, a description of the design, tags to help customers find the design, and the design’s repeat style and resolution.

As with any other Content, you represent and warrant that you own or otherwise are authorized to use the design and to offer it for sale. You further agree that the sale of the design will not violate the copyright, trademark or other proprietary rights of any third-party. Further, you will not use any third-party trademark, trade names, or publicity rights in connection with the name, description or tags associated with your design that may result in confusion as to the source of the design or infringement of third-party rights. Spoonflower reserves the right to modify, block, edit or delete any design, term or terms used to promote a design if it believes, in its exclusive discretion that the use may violate a third-party right or is otherwise objectionable. Should any content you upload to the site be determined to violate these tenets, any Royalties earned under your account may be withheld at Spoonflower’s discretion and your account may be suspended.

Before a design can be made available to purchase through the Design Library, you must approve your design through Spoonflower’s Digital Proofing Tool to confirm that the colors, design and other aspects of the design reproduce correctly. You still have the option to order a sample of the design prior to making it available to purchase. If you elect to order a sample, you are responsible for the costs associated with ordering and receiving the sample at prices to be determined exclusively by Spoonflower, and will not receive a royalty. Applicability of the ten percent discount (referenced below) for your order of a sample will be subject to the type of sample you order and eligibility is determined by Spoonflower. Spoonflower is not responsible for any flaws in your design, regardless of whether you have approved it through the Digital Proofing Tool.

By opting to make Content available for sale through the Design Library, you also agree to provide your accurate and up-to-date address information. You may be asked from time-to-time to provide a current address or verify that an address provided previously is correct. Failure to provide timely accurate and up-to-date address information will result in you not being able to sell or offer for sale any designs through the Design Library. Spoonflower may, but is not required, to preserve your designs designated for sale (and the associated information) for a reasonable period of time so that if complete and accurate address information is eventually submitted you will be able to begin selling your designs without having to recreate the information and approve your design through the Digital Proofing Tool.

You may list a maximum of fifty (50) new designs for sale during any seven (7) day period as defined as a calendar week (Monday 00:00 PT and ends Sunday 23:59 PT). Any design that has been continuously listed for sale for a two (2) year period during which time no sales have occurred may be automatically delisted for sale from the Design Library. Any de-listed design will be marked as “private” and not available for sale unless you subsequently elect to designate it as for sale, subject to the listing limit set forth herein.

When Spoonflower manufactures products purchased through Spoonflower’s Design Library that feature your designs, you acknowledge and agree that Spoonflower may donate to third parties any such resulting manufacturing waste that features your designs.

2) Pricing and Payment

By opting to make Content available for sale through the Design Library, you agree that:

Spoonflower will set the retail price for the products bearing your design when it is sold through the Design Library.

Upon receiving an order from a customer through the Design Library for one or more of your designs, Spoonflower will print the product per the specifications associated with your Content and ship the products to the customer.

For all fabric, wallpaper and finished home décor bearing your Content sold by you through the Design Library you will receive a portion of the proceeds resulting from the sale in an amount equal to ten percent (10%) of the retail price paid by the buyer, after application of any promotions or discounts received by the customer (“Royalties”). Your Royalty amount will never reflect a customer discount of more than 50%. Even if a customer were to redeem a free product and pay $0, your Royalty will be calculated as if the customer paid 50% for that item.

If sales of products bearing your Content exceed certain levels in any given month, you will receive bonus amounts, as shown below, in addition to the Royalties:

Total monthly earnings between $300 and $999 = additional 1% bonus royalty (“Bonus Royalties”) on the entire monthly sales amount generated.

Total monthly earnings between $1000 and $1499 = additional 3% Bonus Royalties on the entire monthly sales amount generated.

Total monthly earnings of $1500 or more = additional 5% Bonus Royalties. on the entire monthly sales amount generated.

For purposes of calculating any Bonus Royalties, total monthly earnings are calculated based upon the retail price paid by the buyer, after application of any promotions or discounts received by the customer, subject to the 50% maximum discount described above, and are calculated after tax withholdings (if applicable).

Where distinction is not necessary, Royalties and Bonus Royalties are referred to collectively as “Royalties.” Royalties will be paid out, as described in greater detail below, bi-weekly. Any Bonus Royalties will be calculated after the end of the month based on total monthly earnings as described above and, if earned, will be included with the next payout.

If you purchase fabric, wallpaper or home decor bearing your own Content, you will not receive payment of a royalty on the purchase; rather, you will receive a ten percent (10%) discount off of the retail price(s) of the fabric, wallpaper and/or home décor printed with your own Content.

Spoonflower has the right, but not the obligation, in its sole discretion, to adjust or modify your Content to improve printing quality, the quality of the finished product or to otherwise achieve optimal results, which may include, without limitation, modifying scale, or rotating, cropping or resizing Content.

You will not earn Royalties on purchases that are returned, refunded, or that are subject to a third-party objection asserting a violation of the copyright, trademark or other proprietary rights of any third-party. If Spoonflower has already paid you for products that are subsequently returned or subject to a third-party objection, these amounts will be deducted from any future Royalties.

If you sell Content via the Design Library, the amount of money you have earned through Royalties (including Bonus Royalties) -- represented as “Spoondollars” -- will be visible by choosing the link titled “account” and visiting the tab labeled “Spoondollars.” All Spoondollar amounts represent a value in US Dollars (USD). For sales made from purchases in non-USD currencies, Royalties will be converted to USD using the last published exchange rate for the previous day. You may apply your Spoondollars credit to purchases you make on the Site or opt in to receive your Spoondollars via PayPal, provided your balance of Spoondollars is over $10.00. To those opted in, Spoonflower automatically sends Spoondollars via PayPal monthly, before the 15th of the month for all royalties earned in the preceding full calendar month. The responsibility of creating and maintaining a PayPal account and ensuring the associated account information is current and correct is yours. Your use of PayPal shall be governed by PayPal’s applicable terms of service. When requested, Spoonflower will make a good faith effort to pay you using the PayPal information you provide in connection with your account. If the Spoondollars in your account are less than $10.00, Spoonflower reserves the right to roll your accumulated Royalties forward to the following month or until a total of $10 is reached. You are responsible for ensuring the information in your Spoonflower account and your PayPal account is accurate and complete. If your account is inactive or terminated and Spoonflower is unable to contact you using the information in your account, we may also charge a termination fee equal to the unpaid Royalties amount in your account in order to cover the cost of administration. You hereby agree that this fee is acceptable and reasonable.

3) Taxes and Required Documentation

Any earnings made from selling designs in the Spoonflower Design Library are considered by the United States IRS to be royalties. As Spoonflower is a global entity, and tax authorities worldwide employ different terms, royalties are referred to in this Agreement as “Royalties.” The use of Royalties is as a defined term and is not intended to convey or imply any position with regard to the nature of the earnings or how they will be classified by a specific tax authority. Any such determination should be done under consultation with a tax advisor.

Royalties earned must be declared as income. Please consult your tax advisor or the IRS website, or a tax authority in your country for more information on how to declare your earnings from Royalties. Royalties may be subject to tax withholding.

Spoonflower requires designers who make their designs available for sale in the Design Library to provide certain tax information. You agree to provide and maintain accurate tax information to Spoonflower. Such information shall include but is not necessarily limited to, your complete and correct name, (business name for legal entities), and tax ID, Social Security number or Tax Identification number (as applicable).

Tax information is provided via the Site by accessing the “Tax Info” tab in your account. Spoonflower might also make additional requests for action or information as necessary.

Providing inaccurate tax information will require a withholding of a portion of Royalties for remittance to the IRS. If the tax information you provide is incomplete, outdated, or inaccurate, Spoonflower may notify you and request that you update or correct the information within a reasonable time. If you do not timely correct the information, or if Spoonflower incurs costs as a result of incomplete or inaccurate information (including, but not limited to, IRS penalties, interest, processing charges, or reasonable administrative costs), Spoonflower may, at its sole discretion and to the extent permitted by law, recover those amounts by (i) deducting them from Royalties otherwise payable to you, and/or (ii) invoicing you for such amounts. Spoonflower may also temporarily suspend Royalties payments or your ability to sell in the Design Library until the required information is provided and verified.

By January 31 of the following year, Spoonflower will furnish applicable U.S. tax forms (e.g., 1099) to U.S. designers, and will furnish applicable forms (e.g., 1042-S) to non-U.S. designers by mid-March, in each case where required and consistent with applicable thresholds. Where permitted, you may elect to receive applicable tax forms electronically. If you do not elect electronic delivery, Spoonflower may deduct a reasonable processing and postage fee from your Royalties to cover costs associated with printing and mailing tax forms.

Additional information regarding tax reporting, the information required by Spoonflower for tax reporting and the associated process, is available at the Tax Forms Frequently Asked Questions page, which is incorporated herein by reference.

4) Privacy Policy

Your privacy is very important to us at Spoonflower. Information concerning the data we collect and store and how that information is used is set forth in the Privacy Policy. By offering designs for sale through the Design Library, you expressly consent to Spoonflower’s use of your personal information (including using email to communicate with you) as described in the Privacy Policy, which is incorporated herein by reference.

Without limiting the generality of the foregoing, you expressly acknowledge that Spoonflower has developed an application program interface (API) that will enable approved third-party websites and software to interact with the Site and upload Content, view publicly available Content and/or order products utilizing Content that is made available for sale through the Site. If you have designs that are available for sale through the Site, and an order is submitted from a third-party website or software utilizing the API, the order will be processed and you will receive Royalties in the same manner as if a third-party had ordered products bearing your design directly from the Site.

5) Indemnity

You agree to defend, indemnify and hold Spoonflower and Spoonflower’s officers, directors, employees and other Representatives harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) a third-party claim that any design you sell or offer for sale through the Design Library or the Content associated with the design, violate an intellectual property right of the third-party; (b) your sale or offer for sale of any Content through the Design Library; (c) your failure to pay your tax obligations arising from the sale of any designs through the Design Library; or (d) your violation of this Agreement.

6) Disclaimer of Warranty

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE DESIGN LIBRARY TO SELL DESIGNS IS AT YOUR SOLE RISK. THE DESIGN LIBRARY, THE SITE, THE DIGITAL PROOFING TOOL, AND THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPOONFLOWER AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPOONFLOWER OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SPOONFLOWER DOES NOT MAKE ANY WARRANTY THAT (A) THE DESIGN LIBRARY, ITS CONTENT, THE DIGITAL PROOFING TOOL, OR ANY PRODUCTS ORDERED THROUGH THE SITE, INCLUDING FABRICS, WILL MEET YOUR REQUIREMENTS, OR (B) THAT THE DESIGN LIBRARY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR SOLD BY YOU THROUGH THE DESIGN LIBRARY WILL MEET YOUR EXPECTATIONS.

7) Miscellaneous

All other terms applicable to your use of the Design Library and any other features of the Site are set forth in the Terms of Service.