Rightika Seller & Distributor Agreement

1. Rightika's Role as an Intermediary Platform

This is the foundation of our relationship. You expressly acknowledge and agree that:

• 1.1. We are a Conduit for Connection: Rightika is a neutral technology platform. We provide the tools for you to market and display your Content to potential Buyers, but we do not execute the sales on the Platform.
• 1.2. We Are Not a Party to the Transaction: Rightika is not a party to the actual license agreement or transaction concluded between you (the Seller) and any Buyer. The license is a direct legal contract between you and the Buyer, governed by the license terms you set.
• 1.3. We Are Not Involved in Financial Transactions: Rightika is strictly a connection platform. We do not collect payments, process transactions, or handle funds on behalf of Sellers or Buyers. All financial transactions and license agreements are to be conducted directly between parties off-platform.
• 1.4. We Do Not Vet or Endorse Content: Rightika does not and cannot review all Content uploaded to the Platform. We do not endorse, guarantee the legality of, or take any responsibility for the quality, accuracy, or rights-clearance of your Content. You are solely and exclusively responsible for your Content.

2. Seller's Representations and Warranties

This is your legal promise to us. You represent and warrant (promise) to Rightika that for each and every piece of Content you upload:

• 2.1. Ownership or Full Rights: You are the sole and exclusive owner of the Content, OR you have obtained all necessary, valid, and fully paid-up licenses, permissions, and clearances (including, but not limited to, music synchronization/master rights, actor/model releases, location releases, and rights to any underlying scripts or literary works) required to grant the licenses offered on the Platform on a worldwide basis.
• 2.2. Non-Infringement: Your Content (and its sale/licensing) does not infringe upon or violate any third party's intellectual property rights (including copyright, trademark, or patent), rights of privacy, rights of publicity, or any other proprietary or moral rights.
• 2.3. Accurate Information: All metadata, descriptions, keywords, and information provided by you about the Content are accurate, truthful, and not misleading.
• 2.4. Legal Compliance: The Content is not defamatory, libelous, obscene, nsfw, harassing, or otherwise illegal, and its distribution via the Platform does not violate any applicable law or regulation.

3. Grant of License to Rightika

To enable us to operate the Platform, you grant Rightika a non-exclusive, worldwide, royalty-free, sublicensable license to:

• Host, store, encode, reproduce, and transmit your Content.
• Publicly display, perform, market, promote, and stream your Content (and clips thereof) in connection with the operation and marketing of the Platform.

This license is granted solely for the purpose of allowing Rightika to provide and promote the Service. This license terminates when you remove your Content from the Platform.

4. Indemnification (Your Financial Responsibility to Us)

This is the most critical clause for protecting Rightika.

You agree to indemnify, defend, and hold harmless Rightika Inc. and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, lawsuits, actions, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) Your Content: Any claim that your Content infringes the rights of a third party (e.g., a copyright infringement lawsuit from a musician whose music you used without permission).
• (b) Breach of Your Warranties: Any claim arising from your breach of the representations and warranties made in Section 2 of this Agreement.
• (c) Disputes with Buyers: Any dispute, claim, or controversy between you and a Buyer arising from the Content or the License agreement.
• (d) Your Taxes: Any failure by you to pay your required income taxes or other duties.

Rightika reserves the right, at its own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us.

5. Content Management and Removal

• You are solely responsible for uploading your Content and ensuring it is technically functional.
• Rightika has the absolute right, in its sole discretion, but not the obligation, to remove or disable access to any Content, at any time and without prior notice, if we believe it violates this Agreement, our Terms of Service, our Copyright Policy, or is otherwise harmful to the Platform. Rightika will have no liability to you for any such removal.

6. Financial Terms (Subscription Based)

• Subscription Fee Only: Access to the Platform services and the ability to list Content for sale is provided on a subscription basis. You agree to pay the applicable Subscription Fees to Rightika as set forth in our Pricing Plans.
• Off-Platform Transactions: You acknowledge that Rightika is not a payment processor. Any sale, license, or financial exchange resulting from connections made on the Platform must be handled independently by you (e.g., via direct invoice, wire transfer, or third-party payment link) outside of the Rightika interface.
• No Commission & No Payouts: Since Rightika does not process transactions, we do not charge commissions on your sales, nor do we issue payouts. You keep 100% of what you negotiate directly with the Buyer.
• Taxes: You are an independent contractor. You are solely and exclusively responsible for determining, reporting, and remitting all applicable income taxes, sales taxes, or VAT related to your revenue.

7. Limitation of Liability & Disputes

• Disputes Between Users: As stated in Section 1, Rightika is not a party to your transaction with the Buyer. You agree that any and all legal remedies or liabilities you seek to obtain for a Buyer's actions (or inaction) will be limited to a claim against that Buyer. You agree not to attempt to impose liability on Rightika for any such dispute.
• Platform "AS IS": Rightika provides the Platform on an "AS IS" and "AS AVAILABLE" basis and disclaims all liability for any service interruptions, technical failures, or loss of Content.

8. No Representation Prior to Verification

Prior to verification, Rightika may display informational references to titles, companies, or rights holders based on publicly available industry information.

Such references do not constitute representation, endorsement, authorization, or confirmation of ownership.

Only verified rights holders may claim, manage, modify, or commercially represent titles through the Platform.