1. Agreement to Terms

By accessing or using the MerchLaunch platform, website, or any related services (collectively, the "Services"), you, whether as an individual or on behalf of an entity ("you" or "User"), agree to be bound by these Terms of Service ("Terms"). If you do not agree to all of these Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately.

These Terms apply to all users of our Services including, but not limited to, print shops, business owners, designers, affiliates, and their respective employees or agents. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and in that case, "you" and "your" will refer to that organization.

You must be at least 18 years old or the age of legal majority in your jurisdiction to use our Services.

2. Services Provided

MerchLaunch provides a web-based platform designed for inventory management, order fulfillment, e-commerce solutions, and related services for businesses creating and selling merchandise. Features may include, but are not limited to:

• Product creation and inventory tracking tools.
• Order processing, management, and shipping support integration capabilities.
• Tools for creating and managing an online storefront for your products ("Webstore").
• Client account dashboards and analytics.

We reserve the right to update, modify, suspend, or discontinue any part or all of the Services at any time, with or without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.

3. Account Registration & Responsibilities

To access certain features of the Services, you must register for an account. When you register for an account, you agree to:

• Provide true, accurate, current, and complete information about yourself or your organization as prompted by the registration form.
• Maintain and promptly update your registration data to keep it true, accurate, current, and complete.
• Maintain the security and confidentiality of your account login credentials (e.g., password). You must not disclose them to any other person or entity.
• Notify us immediately at support@merchlaunch.com of any unauthorized use of your account or any other breach of security.

You are responsible for all activities that occur under your account, whether or not authorized by you. You are also responsible for ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.

4. Acceptable Use

You agree not to use the Services to:

• Violate any applicable local, state, national, or international law or regulation.
• Engage in any activity that is illegal, fraudulent, deceptive, or harmful.
• Upload, post, transmit, or otherwise distribute any User Content (as defined below) that is unlawful, defamatory, obscene, pornographic, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.
• Infringe upon or violate our intellectual property rights or the intellectual property rights of others, including by uploading designs or content for which you do not have the necessary rights or permissions.
• Transmit any worms, viruses, Trojan horses, or any code of a destructive or malicious nature.
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services, including by means of "spamming," "flooding," or using automated systems (bots, scrapers) that access the Services in a manner that sends more request messages to our servers than a human can reasonably produce in the same period by using a conventional on-line web browser.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.

Violation of this section may result in immediate suspension or termination of your account without notice, and may subject you to civil or criminal penalties.

5. Payments, Billing, and Subscriptions

Certain features or services may be offered on a subscription basis or may otherwise require payment of fees ("Fees"). By selecting a paid service or subscription, you agree to:

• Pay all applicable Fees as described on the Services for the plan you select. Fees are generally quoted in U.S. Dollars unless otherwise specified.
• Provide accurate, current, and complete billing information, including a valid payment method (e.g., credit card).
• Authorize MerchLaunch or its third-party payment processors (e.g., Stripe) to charge your designated payment method for all applicable Fees, including any recurring subscription fees.
• Subscription fees will be billed in advance on a recurring basis (e.g., monthly or annually) as specified when you subscribed. Subscriptions will automatically renew for successive periods unless you cancel your subscription before the end of the current subscription period.
• All Fees are exclusive of applicable federal, state, local, or other governmental sales, goods and services, harmonized or other taxes, fees, or charges now in force or enacted in the future ("Taxes"). You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of our Services.
• We reserve the right to change our Fees or billing methods at any time. We will provide you with reasonable prior notice of any changes to Fees that will apply to you.
• Failure to pay any Fees when due may result in suspension or termination of your access to the paid features of the Services.
• Refunds: Except when required by law, Fees are non-refundable. Please review any specific refund terms provided at the time of purchase.

6. Intellectual Property Rights

a) Our Intellectual Property:

The Services and all of their content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by MerchLaunch Inc., its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal or internal business purposes in accordance with these Terms. You may not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as generally and ordinarily permitted through the Services according to the functionality of the Services.

b) User Content and License to MerchLaunch:

You may upload, create, or otherwise provide content, including but not limited to designs, images, text, product information, and other materials ("User Content") to the Services.

• Ownership: You retain all of your ownership rights in your User Content.
• License to MerchLaunch: By providing User Content to the Services, you grant MerchLaunch and its service providers a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of (e.g., for formatting, resizing, or manufacturing purposes), display, and perform your User Content solely in connection with providing the Services to you, fulfilling your orders, and operating and improving the Services. This license is only for the purpose of operating, developing, providing, and improving the Services and researching and developing new ones.
• Your Representations and Warranties: You represent and warrant that: (i) you own or have all necessary licenses, rights, consents, and permissions to use and to authorize MerchLaunch to use your User Content as described herein; and (ii) your User Content, and MerchLaunch's use of your User Content as contemplated by these Terms, will not infringe, misappropriate, or violate any third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
• Responsibility for User Content: You are solely responsible for your User Content and the consequences of posting, publishing, or otherwise making it available. MerchLaunch does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and MerchLaunch expressly disclaims any and all liability in connection with User Content.

c) Feedback:

If you provide us with any suggestions, ideas, feedback, or recommendations regarding the Services ("Feedback"), you hereby grant MerchLaunch a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, incorporate, disclose, reproduce, distribute, and exploit such Feedback for any purpose whatsoever, without restriction and without any obligation or compensation to you.

7. Termination

We may, in our sole discretion, suspend, disable, or terminate your access to or use of the Services, or your account, at any time, for any reason or no reason, with or without notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms.

You may terminate your account and these Terms at any time by contacting us at support@merchlaunch.com or through any account deletion functionality provided by the Services.

Upon termination of your account or these Terms for any reason:

• Your right to use the Services will immediately cease.
• We may delete your account and all User Content associated with it, subject to our data retention practices outlined in our Privacy Policy. You are responsible for exporting or backing up your User Content prior to termination. We may, upon request and at our discretion, provide you with a reasonable opportunity to retrieve your User Content for a limited period after termination, but we are under no obligation to do so.
• Any provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

8. Disclaimers & Limitation of Liability

a) Disclaimers:

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

MERCHLAUNCH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING PRODUCT INFORMATION, PRICING, OR INVENTORY DATA. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

b) Limitation of Liability:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MERCHLAUNCH INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY CONTENT OR SERVICES THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MERCHLAUNCH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (I) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO MERCHLAUNCH FOR THE SERVICES IN THE SIX (6) MONTHS PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Indemnification

You agree to defend, indemnify, and hold harmless MerchLaunch Inc., its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Content, any use of the Service's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.

10. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of, or related to, them, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware located in Newark, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

11. Changes to Terms

We reserve the right, in our sole discretion, to revise and update these Terms from time to time. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. We will notify you of any material changes by posting the new Terms on this page and updating the "Last Updated" date, and/or by other means such as email or an in-app notification, as appropriate.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

12. Miscellaneous

a) Entire Agreement:

These Terms and our Privacy Policy constitute the sole and entire agreement between you and MerchLaunch Inc. regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

b) Severability:

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

c) Waiver:

No waiver by MerchLaunch of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of MerchLaunch to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

d) Assignment:

You may not assign or transfer these Terms, by operation of law or otherwise, without MerchLaunch's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. MerchLaunch may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

13. Contact Us

For questions, concerns, or notices about these Terms, please contact us at: