Last updated: 21 June 2025 · Effective immediately upon registration or use.
In this Agreement the following terms have the meanings set out below:
You must be at least 18 years of age to create an account or transact on the Platform. By registering, you represent and warrant that you meet this age requirement. Setwala reserves the right to terminate any account discovered to belong to a minor without notice or liability.
You agree to provide accurate, current, and complete information during registration and to maintain and update such information. Providing false, misleading, or incomplete information is a material breach of this Agreement and may result in immediate account suspension.
You are solely responsible for maintaining the confidentiality of your login credentials. All activity occurring under your account is your responsibility. You must immediately notify Setwala of any unauthorized access. Setwala is not liable for any loss arising from unauthorized use of your account due to your failure to safeguard your credentials.
Each individual or legal entity may maintain only one registered account. Creating multiple accounts to circumvent suspensions, exploit promotions, or for any other reason is prohibited and will result in permanent ban.
If you register on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In such cases, "you" refers to that entity.
Setwala is an online intermediary marketplace that provides a technology platform to connect Creators and Buyers. Setwala is not a party to any transaction between Creators and Buyers and does not manufacture, create, endorse, warrant, or guarantee any Digital Assets listed on the Platform.
Setwala operates as an "intermediary" as defined under Section 2(1)(w) of the Information Technology Act, 2000 ("IT Act") and its associated rules, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Setwala is not liable for third-party Content or Digital Assets under the applicable safe harbour provisions, provided Setwala has not initiated the transmission of such Content and acts expeditiously upon receiving actual knowledge of unlawful content.
Nothing in this Agreement creates any employment, partnership, joint venture, franchise, or agency relationship between Setwala and any Creator or Buyer. Creators are independent contractors. Setwala does not supervise, direct, or control Creators' work.
To list Digital Assets for sale, a Creator must: (a) complete account registration and OTP verification; (b) complete KYC by submitting required documents including valid PAN card, bank account details, and any additional documents requested; (c) agree to Creator-specific terms in this Section; and (d) maintain compliance with all applicable laws.
By uploading and listing any Digital Asset, the Creator represents, warrants, and covenants that:
Creators agree that all Digital Assets must meet Setwala's quality standards including but not limited to: (a) working, uncorrupted files; (b) accurate previews and descriptions; (c) files matching the listed formats and specifications; and (d) a minimum acceptable resolution and production quality as communicated in Creator guidelines. Setwala reserves the right to reject, unpublish, or remove any Digital Asset that does not meet quality standards, without liability to the Creator.
Unless explicitly agreed in writing with Setwala, all Creator listings are non-exclusive. Creators may sell the same Digital Assets on other platforms. However, Creators must ensure that pricing on Setwala is not artificially inflated compared to other platforms for identical assets.
By listing a Digital Asset, the Creator grants Setwala a worldwide, royalty-free, non-exclusive, sub-licensable licence to host, reproduce, display, distribute, modify (for formatting/compression only), and promote the Digital Asset and related preview materials for the purpose of operating, marketing, and improving the Platform. This licence continues for as long as the listing is active and for a reasonable wind-down period after removal.
Creators must submit valid KYC documents before receiving any payout. Setwala is required to collect TDS (Tax Deducted at Source) as applicable under Indian tax law, including TDS under Section 194O of the Income Tax Act, 1961, from Creator earnings. Creators are solely responsible for compliance with all applicable tax obligations, including GST if applicable. Setwala is not a tax advisor and will provide only such documentation as required by law.
Creators set their own prices subject to any minimum/maximum thresholds communicated by Setwala. Setwala reserves the right to offer platform-wide promotions, discounts, or coupons which may reduce the effective price of a Creator's Digital Asset. Earnings calculations will be based on the amount actually paid by the Buyer after any such discount.
Creators must not: (a) attempt to solicit Buyers to transact outside the Platform; (b) include contact information in Digital Assets or descriptions for the purpose of bypassing the Platform; (c) manipulate the review or rating system; (d) engage in deceptive tagging or SEO manipulation; or (e) retaliate against Buyers who submit legitimate complaints or refund requests.
Upon successful payment for a Digital Asset, the Creator grants the Buyer a non-exclusive, non-transferable, perpetual, worldwide license to use the Digital Asset subject to the restrictions below. Setwala facilitates this license but is not itself a licensor of the Digital Asset.
Free or sample Digital Assets are provided for personal evaluation only and may not be used in commercial productions unless explicitly stated in the asset's description.
All Users are strictly prohibited from:
Setwala reserves the right to remove any content and take any action, including account suspension and legal proceedings, in response to prohibited conduct.
Creators retain full ownership of all intellectual property rights in their Digital Assets. Setwala does not claim ownership of Creator Content. The licenses granted to Setwala in Section 4.5 and to Buyers in Section 5 do not transfer ownership of any intellectual property.
All intellectual property in the Platform itself — including but not limited to the Setwala name, logo, brand marks, website design, software, algorithms, databases, and Platform Content — is owned exclusively by Setwala or its licensors and is protected under the Copyright Act 1957, Trade Marks Act 1999, and applicable international intellectual property laws. You may not copy, reproduce, modify, create derivative works from, or exploit any part of the Platform IP without express written permission.
If you provide Setwala with any suggestions, feedback, or ideas about the Platform, you grant Setwala a perpetual, irrevocable, royalty-free licence to use, develop, and commercialise such feedback without compensation to you.
Setwala implements reasonable technical measures to prevent unauthorised downloading of preview assets and takes reports of piracy seriously. However, Setwala cannot guarantee the prevention of all unauthorised use of Creator Content by third parties and is not liable for any piracy or infringement by third parties.
All prices on the Platform are displayed in Indian Rupees (INR) unless otherwise stated, inclusive of applicable taxes. Payments are processed through secure third-party payment gateways (including Razorpay). Setwala does not store card or bank account credentials. All payment processing is subject to the terms of the relevant payment gateway.
Setwala charges a Platform Commission on each sale, the applicable rate of which is communicated to Creators upon account approval and may be updated from time to time with 30 days' notice. The Creator's earnings per sale are calculated as: Sale Price minus Platform Commission minus applicable TDS. Setwala reserves the right to adjust commission structures at its discretion with reasonable notice.
Payouts are processed to the Creator's registered bank account or UPI ID subject to: (a) minimum payout threshold being met; (b) completed and approved KYC; (c) no active dispute, chargeback, or investigation on the account; (d) Setwala's internal verification and fraud checks; and (e) applicable processing timelines. Setwala typically processes approved payout requests within 7–15 business days. Setwala is not responsible for delays caused by banking intermediaries.
Creators must raise any payout discrepancy within 30 days of the payout date. Claims raised after this period may not be accepted.
In the event of a chargeback or payment reversal by a Buyer's bank or payment gateway, Setwala reserves the right to deduct the charged-back amount plus associated fees from the Creator's current or future earnings. Setwala will make reasonable efforts to contest unjustified chargebacks but cannot guarantee success.
All earnings and payouts are in Indian Rupees (INR). Setwala deducts TDS as required by law and issues TDS certificates. GST on the Platform Commission is Setwala's responsibility. GST on Creator sales, where applicable, is the Creator's responsibility.
Setwala operates a strict no-refund policy on Digital Asset purchases. Once a Digital Asset has been purchased and the download link has been made available, the transaction is final. This is consistent with applicable provisions under the Consumer Protection Act 2019 for digital goods that have been accessed.
Notwithstanding Section 9.1, Setwala may at its sole discretion consider a refund request in the following circumstances:
Refund requests must be submitted within 7 days of purchase with supporting evidence. Approved refunds will be processed to the original payment method within 7–10 business days. Setwala's decision on refund eligibility is final.
Subscription plans may be cancelled at any time; however, no refunds are given for the current billing period already paid. Access continues until the end of the current billing cycle. See Section 10 for full subscription terms.
Where Setwala grants a refund to a Buyer, the corresponding Creator earnings for that transaction will be reversed and deducted from the Creator's pending or future balance.
Setwala may offer subscription-based access plans ("Subscription") granting Buyers access to a defined library of Digital Assets or additional platform features. Subscription details, pricing, and included features are described on the Pricing page and may change with 30 days' notice.
Subscriptions renew automatically at the end of each billing period unless cancelled by the User before the renewal date. By subscribing, you authorise Setwala's payment processor to charge your payment method on a recurring basis. You are responsible for ensuring your payment method remains valid.
Setwala may modify subscription prices with 30 days' advance notice. Continued use after the notice period constitutes acceptance of the new price.
Digital Assets accessed via a Subscription are subject to the same license restrictions as purchased assets (Section 5). Assets downloaded during an active Subscription period may continue to be used under the license terms even after the Subscription ends, unless the asset was removed from the platform by its Creator.
THE PLATFORM AND ALL CONTENT, DIGITAL ASSETS, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS.
Setwala does not endorse, certify, or guarantee any Digital Asset, Creator, or Buyer. Setwala is not responsible for the quality, safety, legality, or accuracy of any Digital Asset or Content submitted by Users.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SETWALA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:
SETWALA'S TOTAL AGGREGATE LIABILITY TO ANY USER IN RESPECT OF ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY SUCH USER TO SETWALA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR INR 5,000, WHICHEVER IS LOWER.
Setwala does not guarantee uninterrupted, error-free access to the Platform. Setwala may suspend access for maintenance, upgrades, or security measures without notice and without liability.
The Platform may contain links to third-party websites or integrate third-party services. Setwala has no control over and accepts no responsibility for the content, terms, or practices of any third-party websites or services.
You agree to fully indemnify, defend, and hold harmless Setwala, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs (including reasonable legal fees), and expenses arising out of or in connection with:
Setwala reserves the right, at its own expense, to assume exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with Setwala in asserting any available defences.
Setwala respects the intellectual property rights of others and complies with the provisions of the Information Technology Act 2000 and internationally accepted DMCA-equivalent procedures. If you believe that any Digital Asset or Content on the Platform infringes your copyright, you may submit a takedown notice to legal@setwala.com containing:
Upon receipt of a valid takedown notice, Setwala will act expeditiously to remove or disable access to the allegedly infringing material and will notify the affected Creator. The Creator may submit a counter-notice if they believe the removal was made in error. Setwala may restore the content after 10–14 business days unless the complainant initiates legal proceedings.
Setwala maintains a policy of terminating accounts of repeat infringers. A Creator whose content results in two or more upheld infringement notices will be permanently banned from the Platform.
Submitting false or misleading takedown notices is unlawful. Setwala may pursue legal remedies against parties who abuse the takedown procedure.
Setwala reserves the right to suspend, restrict, or permanently terminate any User account at any time, with or without prior notice, if Setwala reasonably believes that the User has: (a) breached any provision of this Agreement; (b) engaged in fraudulent, abusive, or illegal activity; (c) posed a risk to other Users, Setwala, or third parties; (d) failed to provide required KYC documents upon request; or (e) had their account compromised in a way that cannot be resolved.
You may request deletion of your account at any time by contacting support@setwala.com. Account deletion does not extinguish any outstanding payment obligations, licenses already granted to Buyers, or disputes pending at the time of deletion.
Upon termination: (a) your right to access the Platform ceases immediately; (b) pending Creator payouts meeting the minimum threshold and satisfying all conditions will be processed within a reasonable time subject to any disputes; (c) licenses already validly granted to Buyers of your Digital Assets remain in force; (d) Setwala may retain Content and account data as required by law or legitimate business needs; (e) provisions of this Agreement which by their nature should survive termination shall survive, including Sections 7, 11, 12, 15, and 16.
Upon suspension or termination for cause, Setwala may withhold Creator earnings for a period of up to 180 days pending investigation or resolution of disputes, chargebacks, or legal claims. Earnings may be forfeited if they arise from fraudulent transactions.
Before initiating any formal legal proceedings, both parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute") through informal negotiation. The aggrieved party shall notify the other party in writing, and both parties shall attempt to resolve the Dispute within 30 days of such notice.
If the Dispute is not resolved through informal negotiation within 30 days, it shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or if the parties cannot agree, appointed in accordance with the Act. The language of arbitration shall be English. The seat and venue of arbitration shall be Mumbai, Maharashtra, India. The arbitrator's award shall be final and binding.
YOU AND SETWALA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
Notwithstanding Section 15.2, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, including in cases of alleged intellectual property infringement.
Setwala is not obligated to mediate disputes between Users. Setwala may, but is not required to, intervene in disputes between Creators and Buyers where such disputes affect the integrity of the Platform.
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Subject to Section 15 (arbitration), the parties irrevocably submit to the exclusive jurisdiction of the courts located in Mumbai, Maharashtra, India for any matter not subject to arbitration or for the enforcement of any arbitral award.
Setwala reserves the right to amend, update, or replace these Terms & Conditions at any time. Material changes will be communicated by: (a) email notification to registered users; (b) a prominent notice on the Platform; or (c) both. The updated Terms will state the revised effective date. Your continued use of the Platform after the effective date of any revision constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Platform and may delete your account.
This Agreement, together with Setwala's Privacy Policy and any additional terms applicable to specific features, constitutes the entire agreement between you and Setwala with respect to the Platform and supersedes all prior agreements, representations, or understandings.
If any provision of this Agreement is found by a court or arbitrator to be invalid, unlawful, or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.
Setwala's failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver by Setwala of any breach shall be deemed a continuing waiver or a waiver of any subsequent breach.
You may not assign or transfer any of your rights or obligations under this Agreement without Setwala's prior written consent. Setwala may freely assign this Agreement in connection with a merger, acquisition, or sale of assets.
Setwala shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to: acts of God, government actions, natural disasters, pandemics, strikes, internet outages, or cyberattacks.
This Agreement is drafted in the English language. Any translation provided is for convenience only. In the event of any conflict between the English version and a translation, the English version shall prevail.
You consent to receiving communications from Setwala electronically by email or notices posted on the Platform. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
For legal notices, intellectual property matters, or general queries about these Terms, please contact:
By using Setwala, you acknowledge that you have read, understood, and agreed to be bound by these Terms & Conditions. Last updated: 21 June 2025.