Terms & Conditions

MerchMarkit provides customers and users of this website with a software solution enabling them to instantly design custom branded apparel and various other custom products, including but not limited to water bottles, mugs, hats, stationary, and bags. These custom branded products are provided, printed, and fulfilled by third party vendors of MerchMarkit ("MerchMarkit Vendors"). By using this website and the services provided by MerchMarkit, you agree to the terms and conditions of this Terms of Services Agreement and further agree to use the website, and the services provided, exclusively as provided for in this agreement.

Overview of User Agreement and User Violation Policie

MerchMarkit has created this website and all related services (the MerchMarkit Services") provided to you (the "User") subject to this Agreement (the "Agreement"), the Privacy Policy (which parties agree may change from time to time), the Intellectual Property Rights Policy, the Refund and Return Policy, and any foregoing policies listed below (the "Terms of Services"). All Terms of Services and the obligations set forth herein are incorporated by reference.

MerchMarkit reserves the right, in its sole discretion, to immediately remove and prevent the User from using the MerchMarkit Services for any User violation of this Agreement, whether such violation is perceived, suspected or actual. Any removal of User or its agents from use of MerchMarkit Services may result in possible forfeiture of profit(s), if any, by User, in addition to the temporary suspension or permanent termination of User’s account, in addition to being denied access to MerchMarkit Services in the future.

By creating a store or ordering a product from the MerchMarkitwebsite:

User agrees and accepts to adhere to MerchMarkit's Terms of Service in their entirety;
User warrants and agrees that they have the unlimited right to utilize any intellectual property which may include trademarks, service marks, word marks, copyrights, or other, whether owned or licensed from the rightful owner;
User agrees that they are the owner or licensee of all art work, text, copy, or other, including elements which fall under the umbrella of intellectual property, including but not limited to copyright, trademarks, or other which may be connected to materials in User's store;
User agrees to provide MerchMarkit with evidence of such rights in intellectual property upon request within seven (7) days;
User agrees not to infringe on another's intellectual property in any way, including when using store title or creation of merchandise;
User understands that MerchMarkit may use third-party partners and or vendors to fulfil orders;
User further agrees that by using MerchMarkit Services, User may be bound by MerchMarkit Vendors individual terms of services, privacy policy, or other conditions;
User many request information from MerchMarkit information about MerchMarkit Vendors for the sole purpose of determiningMerchMarkit Vendor respective policies;
User further accepts responsibility to review MerchMarkitVendors terms of services and privacy policies to confirm whether User agrees;
User agrees that MerchMarkit may share your contact information, in its sole discretion, to a third parties, including but not limited to MerchMarkit Vendors, which reasonably allege with satisfaction, that you are infringing on their intellectual property as described herein;
User agrees that MerchMarkit does not control MerchMarkitVendors, and as such, MerchMarkit is not responsible for any issues stemming from conflict between User and MerchMarkit's Vendors;
MerchMarkit reserves the right to change or remove MerchMarkitVendors from its list of service providers, and User agrees that the same MerchMarkit Vendor may not be used for every order;
User agrees that their store shall not contain anything that may considered to promote hate, violence, racial intolerance or exploitation and or incitement of crime;
User agrees that MerchMarkit may remove your store at any time for any reason, in its sole discretion, without notice to User;
User agrees not to provide false information about their customers, sales, or other related information required byMerchMarkit to service User;
User will comply with any restrictions, covenants or conditions attached to Licensed Rights of intellectual property, if any;
User agrees to pay the fees in effect at the time the order is placed. MerchMarkit may change our fees from time to time, for example, for promotional sales and marketing promotions. User agrees that any future reduction in price shall not retroactively apply to any previous orders that have already been placed or fulfilled;
User agrees to defend, indemnify and hold MerchMarkit and its affiliates harmless from and against any and all claims, damages, costs, and expenses, including reasonable attorney fees which may arise from or relate to User's usage ofMerchMarkit Services, website, products, MerchMarkit Vendors, User's violation of intellectual property rights, User's violation of this Agreement, or any other violation hereunder;
User agrees that MerchMarkit is not responsible for any indirect, consequential, or special damages including but not limited to lost profits, should any lawsuit arise between User, MerchMarkit, or a third party.

Agreement of Parties

Mechntly and User are bound to the terms and conditions of this Agreement. During the Term of Agreement between the Parties,MerchMarkit shall cause to be manufactured through one of MerchMarkitVendors, the merchandise specified in User's storefront, or customer orders that actually transmit through MerchMarkit Services. In addition, MerchMarkit will cause to be shipped all final merchandise actually transmitted through MerchMarkit Services to User or User's customers.

Order Procedure

Any sale of goods will be agreed to by parties exclusively via theMerchMarkit website.

Shipping Procedure

MerchMarkit Users shall select the method for shipment of goods, unless agreed to by both parties, in writing, prior to completion of an order. Delivery timelines are estimates only. No shipment delays or delivery delays shall relieve User of its obligations under this Agreement.

Print Variance

MerchMarkit and MerchMarkit Vendors use commercially reasonable efforts to match artwork uploaded by User when creating custom products, however, print size and exact location may vary based on the products actual size. Color pallets are matched to the best possible color based on artwork provided and print capabilities of MerchMarkitServices and MerchMarkit Vendors. MerchMarkit Vendors may reasonably substitute comparable products if stock or supply chain issues arise. There are no guarantees with respect to print size, location, and color.

Price, Payment, and Fees

To pay for MerchMarkit Services, Users will need a valid credit card or PayPal account. All fees will be charged to your payment method. Users may have the option to save their payment information. In such instance, User acknowledges and agrees that MerchMarkit may store and process this information via third party PCI DSS compliant service providers.

By using MerchMarkit Services, you are confirming that you are legally entitled to use the means of payment tendered and, in the case of card payments, that you are either the cardholder or have the cardholder's express permission to utilize the card to effect payment. In case of an unauthorized use of a payment method, you will be personally liable for, and shall reimburse MerchMarkit for damages resulting from such unauthorized use.

MerchMarkit offers two types of stores for Users. Free and Commercial.

Free Stores
MerchMarkit shall determine the price of the merchandise offered and sold for each product within the User store. User shall not be entitled to any revenue or profit derived from the sale of merchandise on its store while using theMerchMarkit Free Store Services. User acknowledges that there may be future refunds, returns, or chargebacks to the Free Store, and further acknowledges that it may be required to pay for costs relating to the facilitation of certain refunds, returns, or exchanges. MerchMarkit reserves the sole and exclusive right to suspend User accounts and stores which do not comply with this policy.
Commercial Stores
User shall determine the price of the merchandise offered and sold for each product within their store, but in no event shall User set a price lower than MerchMarkit's pre-determined base price of goods. MerchMarkit shall retain from any order or customer payment its pre-determined base price (which may change from time to time) as the cost of goods sold (including any additional expenses and feesMerchMarkit determines necessary to comply with the terms of this Agreement, which parties agree may change from time to time and without notice), and remit to User the excess amount (if any) of such pre-determined base price less any additional fees including but not limited to processing, service, or shipping fees (the "User Profits"). Any refunds, returns, and/or chargebacks related to these sales are subject to being deducted from User’s current and future User Profits.

All payments, fees, and otherwise shall be in United States currency ($USD) unless stated otherwise by MerchMarkit.

User Account and Security

The User is responsible for maintaining the confidentiality of User’s account, including its credentials, usernames, passwords, and stored information, which may or may not include credit card information. If User suspects there has been a breach of its confidential information, please notify MerchMarkit immediately of unauthorized use of your account. Although MerchMarkit may contact User’s whose accounts it has deemed to be inactive, MerchMarkitreserves the right to remove, terminate, or close any inactive accounts, or accounts that appear to be inactive, for the duration of three (3) months or longer, without any requirement to provide advanced notice to User.

User Abuse of MerchMarkit Services

Should User abuse MerchMarkit Services through conduct including but not limited to illegal activity, failure to comply with the then existing Terms of Services or any other MerchMarkit policies, upload malicious content or excessive amounts of data that impact performance of MerchMarkit Services, or otherwise act in an unreasonable manner (as determined by MerchMarkit in its sole discretion), MerchMarkit may, in its sole discretion, restrict or terminate User and its customers account(s) and withhold any payment disbursements connected with such account.

Intellectual Property Policy

MerchMarkit takes Intellectual Property violations seriously, and expressly prohibits users from using MerchMarkit Services to sell merchandise that infringes on another's rights in intellectual property, including but not limited to trademarks and copyright.

By using MerchMarkit Services, you are expressly prohibited from selling any goods or merchandise which infringe on any third party's intellectual property rights, including but not limited to right of publicity, copyright(s), trademark(s), trade dress, logo(s), wordmark(s), or other protected assets.

MerchMarkit is not in the business of adjudicating intellectual property disputes. Therefore, should MerchMarkit receive an Intellectual Property complaint against the User, MerchMarkit reserves the right to temporarily suspend your account until clear resolution between the filer of such complaint, and the User, is documented in writing and signed by both parties and sent to MerchMarkit.

Upon receipt of an Intellectual Property complaint, MerchMarkit will notify the User of such complaint and the contact information of the company or person issuing said complaint. If User decides to removes any alleged infringing intellectual property from its store,MerchMarkit may issue a warning or permanently ban user from usingMerchMarkit Services.

IF YOU BELIEVE YOUR INTELLECTUAL PROPERTY RIGHTS ARE BEING MISAPPROPRIATED BY A MERCHMARKIT USER, PLEASE SEND A COMPLAINT LETTER TO US AT SUPPORT@MERCHMARKIT.COM WITH DETAILS ABOUT THE ALLEGED INFRINGEMENT, IN ADDITION TO A LINK TO USER STORE IN QUESTION, IN ADDITION TO DOCUMENTATION OR EVIDENCE OF YOUR OWNERSHIP TO SAID INTELLECTUAL PROPERTY IN QUESTIONS.

Withholding and Taxes

This Agreement shall not impose a withholding obligation onMerchMarkit under Section 1442 of the Internal Revenue Code (the "IRC").Notwithstanding anything contrary to the foregoing, shouldMerchMarkit conclude that certain services and transactions described herein impose such IRC obligations (whether Section 1442 or otherwise), MerchMarkit will withhold all applicable income tax from any transaction or payments prior to distribution of user profits.

Therefore, it is the User who shall be directly and solely responsible for payment of its own tax liabilities and obligations, which may arise due to this Agreement and use of MerchMarkit Services User shall indemnify MerchMarkit for any tax obligations, including Federal Income Tax Withholding and/or applicable State Tax Withholding that may arise due to this Agreement and use ofMerchMarkit Services.

Indemnification

User shall indemnify, defend and hold harmless MerchMarkit, andMerchMarkit's affiliates, employees, officers, directors, and agents from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, costs and expenses (including attorneys' fees) which arise out of or relate to (i) any content submitted or posted by User, (ii) User's use of, or connection with,MerchMarkit's website, (iii) User's violation of any of the terms of this Agreement or the Terms of Service, or (iv) User’s violation of any rights of a third party. To secure User's prompt and complete payment and performance of any and all present and future indebtedness, obligations and liabilities of User to MerchMarkitincluding with respect to any indemnification arising out of the Agreement or the Terms of Service, User hereby grants MerchMarkit a security interest in all proceeds of the merchandise (including User Profits and insurance proceeds). MerchMarkit shall be entitled to all applicable rights and remedies of a secured party under applicable law.

IN NO EVENT SHALL MERCHMARKIT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT OTHERWISE OWED TO USER AS USER PROFIT.

Miscellaneous Provisions

Terms of Agreement Prevail Over User Store Purchase Order

The parties intend for this Agreement, including its terms and conditions, and any schedules and exhibits attached hereto, in addition to the pricing terms as set forth for each User store, to exclusively control and govern the relationship between the parties' and their respective rights and obligations regarding the subject matter of this Agreement. The parties agree that this Agreement is expressly limited to such terms and conditions, and any attempt to modify, supersede, supplement or otherwise alter this Agreement, will not modify this Agreement, or be binding on the parties unless such terms have been fully approved by both parties evidenced via a signed writing in which both parties complete.

Parties’ Relationship

Neither party has any actual, express, or implied right, or authority, to create any obligation on behalf of, or in the name of, the other party, or to bind the other party to any contract, agreement with any third party. Nothing in this Agreement, or the Terms of Service, creates, or implies any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties.

Entire Agreement

This Agreement (and the Terms of Service) constitute the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

Severability

If any term or provision of this Agreement (or the Terms of Service) is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement (or the Terms of Service) or invalidate or render unenforceable such term or provision in any other jurisdiction.

Assignment

MerchMarkit may assign any of its rights under this Agreement, or delegate any of its obligations hereunder in its sole discretion. User may not assign any of its rights or delegate any of its obligations under this Agreement, without the express prior consent of MerchMarkit, which shall be requested and approved in writing.

Governing Law and Venue

This Agreement and the Terms of Service shall be governed by the laws of the State of Florida, without giving effect to the principles of conflicts of laws. Each party consents to the personal jurisdiction of the Federal, state, or local county courts located in Collier County, Florida. Each party agrees that any such court shall have in personam jurisdiction over such party and consents to service of process by notice sent to the address set forth above and/or by any means authorized by law.

Waiver of Jury Trial

Both parties waive any right it may have to a trial by jury in respect to a legal action arising out of, or relating to this Agreement, use of MerchMarkit Services, or these Terms of Services.

Custom Print Final Sale Policy

MerchMarkit and MerchMarkit Vendors strive to provide high-quality print standards for all products which ship on time and are delivered accurately. Due to the customized nature of each product printed and ordered, MerchMarkit does not accept returns on behalf of MerchMarkitVendors for any reason. However, MerchMarkit will assist User by providing necessary information about MerchMarkit Vendors so User can inquire about MerchMarkit Vendor policy with regard to issuance of returns, reprints, or replacements, so long as certain conditions are met, including but not limited to: if certain conditions are met as follows: The product itself has not been worn or damaged as a result of the User; materially flawed pursuant to terms of this Agreement and with visual confirmation via photograph; the quality of the printing is poor, with visual confirmation via photograph; or if the final product is materially different than the design presented in the User store, with visual confirmation via photograph; and MerchMarkit is notified within 30 days of product delivery. In such instance, User will be bound by MerchMarkit Vendors policy for return or reprinting.

As stated above, any claims for misprinted or damaged or defective items must be submitted by User or User’s customer within 30 days of receipt of the product claimed to be defective. If you believe your purchase meets the above criteria, please contact MerchMarkit at support@merchmarkit.com and provide visual evidence of the defective product pursuant to terms above.

MerchMarkit does not, and shall not process, handle, or resolve any claims relating to generalized dissatisfaction of Users or their customers without a visibly defective product. If there is no physical defect as described in this Agreement to the product in question, the User is responsible for resolving these issues with their customers directly.

MerchMarkit is not responsible for the reshipment or refund of your production and/or shipping costs under any circumstances.

MerchMarkit is not liable for shipments that do not deliver successfully. User acknowledges that shipping to some countries or locations may be considered high risk, and loss of product is at the sole risk of User.

Whenever it is commercially possible or available, MerchMarkit Vendors may provide shipping tracking.