Terms of Service

These Terms of Service ("Terms") constitute a binding agreement between you ("Client," "you," or "your") and Sacatelle Holdings LLC, a Delaware Limited Liability Company doing business as Merch.com, with its principal place of business at 5632 W Washington Blvd, Los Angeles, CA 90016 ("Provider," "we," "us," or "our").

These Terms govern your access to and use of our websites including sacatelle.com, merch.com, and app.merch.com, as well as any third-party apps published by Merch.com or Sacatelle Holdings LLC (e.g., Shopify app, Zapier integrations), the Platform, and all Services provided by us. These Terms are effective as of the date you first access or use the Platform or Services. In the absence of a separately executed Master Services Agreement, these Terms shall serve as the governing agreement for all business conducted between you and us.

These Terms may be accepted electronically, and your continued use of the Platform or Services constitutes acceptance equivalent to a signature. By using the Platform or Services, you affirm that you are of legal age to enter into this agreement.

1.Definitions

"Account Balance" means any prepaid credit balance loaded into your account on the Platform, which may be applied toward the purchase of Products, Services, fulfillment charges, shipping, storage, and other fees under these Terms.

"Account-Level Rates" means the specific fees, fulfillment rates, pick rates, shipping rates, and other charges assigned to your account, as displayed within the Platform, communicated by your designated account manager, or set forth in a Sales Order or Statement of Work. Account-Level Rates may vary by account, project, product, or negotiated terms and may be updated by us from time to time upon notice.

"Campaigns" means customizable sets of rules created on the Platform to manage order processing, fulfillment, distribution, and related workflows based on your specific use cases, including but not limited to gift links, branded redeem pages, invite-only campaigns, password-protected campaigns, and automated sends tied to milestones, events, or CRM triggers.

"Confidential Information" means the proprietary information exchanged between you and us, which includes, without limitation, information (tangible or intangible) regarding a party's technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information, which is (i) marked "confidential" or "proprietary" at the time of disclosure; or (ii) by its nature or content is reasonably distinguishable as confidential or proprietary.

"Defect" means an objectively demonstrable deviation from the specifications, product proof, or written acceptance criteria applicable to the Products that materially affects the use or intended function of the Product, as confirmed by us upon inspection. Subjective aesthetic preferences, minor color or material variations within industry-standard tolerances, or deviations that do not materially affect function or appearance do not constitute Defects. A reasonable defect tolerance of up to two percent (2%) of the total units in an order shall apply unless a different tolerance is expressly agreed in a Sales Order or Statement of Work.

"Design Output" means all designs, artwork, concepts, mock-ups, production files, and related creative work product created by us using your brand assets and in accordance with your instructions under these Terms.

"Fulfillment Order" means any order processed, prepared, and shipped by us on behalf of you, including to third-party recipients (also referred to as "merch drops" or "drop shipments") or directly to you. Fulfillment Orders may be created through the Platform, via the API, through a Campaign, or pursuant to a Sales Order or Statement of Work.

"Inspection Period" means the fourteen (14) calendar day period immediately following delivery of the Products to you or to your designated recipient.

"Platform" means our proprietary online platform, accessible via merch.com, app.merch.com, sacatelle.com, or other designated portals (including integrated partner platforms and third-party apps published by us), which enables you to manage designs, place orders for Products, assign warehouses, arrange shipments, create Campaigns, access API integrations, and manage other features as may be updated by us from time to time.

"Products" means the items identified in your orders placed through the Platform or pursuant to a Sales Order or Statement of Work.

"Sales Order" means our written or electronic order confirmation, quotation, or invoice to you for the purchase of Products or Services. Any purchase order or similar document submitted by you shall not override, change, or add to the terms of the Sales Order or these Terms.

"Services" means the services provided by us, including but not limited to access to and use of the Platform, design services, fulfillment services (including order processing, picking, packing, and shipping), storage, print-on-demand, Campaigns, API access, integrations, Shopify store management, add-on services, Subscriptions, and any other services specified in a Sales Order, Statement of Work, or ordered through the Platform.

"Subscriptions" means recurring monthly or periodic charges added to your account for specific add-on services, which may include but are not limited to Shopify store management, POD store operation, or other recurring services as configured on your account.

2.Platform Access and Services

2.1 Platform Access and License

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable, limited license to access and use the Platform during the Term for your internal business purposes. You may use the Platform to manage designs, place orders for Products, assign warehouses, arrange direct shipments, create Campaigns, access API integrations, and access other features as may be made available by us.

As of the effective date of these Terms, access to the Platform is provided at no additional charge beyond applicable fees for Products, Services, fulfillment, storage, shipping, and other charges described herein. We expressly reserve the right, at our sole discretion, to introduce, modify, or implement Platform access fees, subscription fees, usage-based fees, API access fees, minimum order requirements, account inactivity fees, or any other charges for access to or use of the Platform or any features thereof, at any time upon thirty (30) days' prior notice to you. Continued use of the Platform after the expiration of the notice period constitutes acceptance of any such fees.

We may develop and release additional integrations, features, or capabilities. We may subcontract any aspect of the Services without your consent, provided we remain responsible for such subcontractors' compliance with these Terms. We reserve the right to revoke or suspend this license at any time, in our sole discretion, including but not limited to for non-payment, suspected breach, maintenance, security concerns, or any other reason, without liability to you.

2.2 Account, Password, and Security

You are responsible for maintaining the confidentiality of your password and account details and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this section.

2.3 Usage Restrictions and Acceptable Use

In addition to other restrictions herein, you may not:

1. Publish, upload, post, transmit, or otherwise make available to the Platform any content that is unlawful, tortious, harassing, libelous, defamatory, obscene, threatening, harmful to minors, abusive, or that would constitute or encourage a criminal offense, or that you do not have a right to make available under applicable law;
2. Upload, post, transmit, or otherwise make available any content designed to interrupt, interfere with, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
3. Use the Platform, Services, Campaigns, or any feature thereof to send Products, gifts, or communications that violate any applicable anti-bribery, anti-corruption, anti-kickback, or gift-giving laws or regulations;
4. Use the Platform or Services to send Products to recipients on any government sanctions or restricted party list, or in violation of any trade sanctions, embargoes, or export control laws;
5. Use the API in any manner that degrades Platform performance, circumvents rate limits or usage policies, or interferes with other users' access to the Platform; or
6. Use the Platform, Campaigns, or Services to distribute content, messaging, or materials that are misleading, fraudulent, defamatory, or that infringe any third-party intellectual property rights.

2.4 API Access and Fair Use

We may provide API access to enable integration between the Platform and your systems or third-party applications. API access is currently provided at no additional charge; however, we reserve the right to introduce API access fees, impose rate limits, usage thresholds, fair use policies, or other restrictions at any time upon thirty (30) days' notice. We may throttle, suspend, or revoke API access at our reasonable discretion if we determine that your usage is excessive, abusive, or negatively impacts Platform performance.

2.5 Subscriptions and Add-On Services

We may offer recurring Subscriptions for specific add-on services. Subscriptions are configured on your account and billed monthly (or at such other interval as specified). Subscription fees are based on rates communicated to you by your account manager, displayed in the Platform, or set forth in a Sales Order. If you provide a payment method on file, we are authorized to automatically charge such payment method for Subscription fees. All Subscription fees are non-refundable, and no credits or refunds will be provided for any periods of suspension, revocation, downtime, or non-use.

2.6 Fulfillment and Storage Services

We will provide fulfillment services for Fulfillment Orders placed through the Platform, including order processing, picking, packing, and shipping. Fulfillment charges consist of:

1. Fulfillment Fee: A per-order fee charged for each Fulfillment Order processed.
2. Pick Rate — First Item: A per-item fee charged for the first item in each Fulfillment Order.
3. Pick Rate — Additional Items: A per-item fee charged for each subsequent item in the same Fulfillment Order beyond the first item.

Fulfillment rates are assigned at the account level and may vary by account, project, product, or negotiated terms. We reserve the right to modify Account-Level Rates at any time upon thirty (30) days' notice.

Storage Services. Storage services are charged per item per day. Storage fees are calculated monthly based on the average quantity and days in storage for each SKU. We reserve the right to request alternative storage arrangements for your inventory upon thirty (30) days' written notice, and failure to comply may result in disposal at our discretion without liability.

Inventory Liability and Warehouse Insurance. We will exercise commercially reasonable care in storing and handling your inventory and will maintain commercially reasonable warehouse insurance covering goods in our care, custody, and control against common perils including fire, flood, theft, and structural failure. Our obligation is limited to the proceeds actually recovered under our warehouse insurance policy, and we shall not be liable for amounts exceeding such coverage. You are responsible for maintaining your own property and casualty insurance covering your inventory. Any claim for inventory loss or damage must be submitted in writing within thirty (30) days of discovery.

2.7 Design Services

We may provide complimentary design services to assist you in creating custom Products. Design services are provided as a courtesy and at no additional charge; however, we reserve the right to introduce fees for design services at any time upon notice.

By requesting design services, you grant us a non-exclusive, royalty-free license to use your logos, trademarks, brand guidelines, images, and other brand assets solely for the purpose of creating designs and Products under these Terms. You represent and warrant that you have the right and authority to grant such license and that the brand assets and design instructions provided do not infringe any third-party rights.

Design Output Ownership. All Design Output created by us using your brand assets and in accordance with your instructions is your property. We retain no ownership interest in Design Output. However, we retain ownership of our underlying design tools, templates, methodologies, and any pre-existing intellectual property. We make no representations or warranties regarding the Design Output, and you are solely responsible for verifying that Design Output is suitable for your intended use.

2.8 Delivery, Shipment, and Shipping Charges

Unless otherwise stated in a Sales Order, we shall use commercially reasonable efforts to process and ship Fulfillment Orders in accordance with published timelines. Title to Products passes to you upon delivery. We shall not be liable for any delays, losses, or damages during shipment, and risk of loss transfers to you upon handover to the carrier.

Shipping Charges. Shipping is charged on a per-order basis at rates determined by us, which reflect carrier costs plus applicable handling, processing, and administrative charges. We select carriers at our discretion based on the warehouse location, shipment destination, and service requirements.

Returned and Undeliverable Shipments. We are not responsible for Fulfillment Orders that are undeliverable due to incorrect, incomplete, or invalid addresses provided by you or your end users. If a Fulfillment Order is returned to our warehouse, restock fulfillment fees, return shipping charges, and re-delivery charges will apply.

Duties, Taxes, and Import Charges. Unless otherwise agreed, you are solely responsible for all duties, taxes, customs charges, import fees, GST, VAT, brokerage charges, and similar governmental assessments arising from the shipment of Products.

Delivery Dates. Any production, shipping, or delivery dates or timelines that we provide are estimates only and are not guaranteed. Late delivery does not give you the right to reject Products, cancel the order, refuse payment, or demand a refund.

2.9 International Handling Fee

2.10 Print-on-Demand Services

If applicable, we may provide print-on-demand (POD) services through the Platform or via partner platforms, subject to rates communicated by your account manager or set forth in a Sales Order. Setup charges may apply per SKU.

2.11 Campaigns and Campaign Content

You may create Campaigns on the Platform to distribute Products to recipients. You are solely responsible for all content, messaging, branding, imagery, and recipient lists used in your Campaigns. You represent and warrant that all Campaign content complies with applicable laws and does not infringe any third-party intellectual property rights.

Campaign invitations and gift links do not generate charges. You are only charged for Fulfillment Orders that are actually processed and shipped. Unclaimed or expired Campaign gifts that are not redeemed do not result in charges.

3.Orders and Sales Orders

Specific transactions for Products and Services shall be governed by Sales Orders issued by us. Each Sales Order shall reference these Terms and set forth applicable Products, quantities, pricing, payment terms, and delivery timelines. In the event of a conflict between these Terms and a Sales Order, the Sales Order shall control with respect to that specific transaction only; provided that provisions regarding limitations of liability, indemnification, representations and warranties, confidentiality, governing law, and payment terms shall always control unless expressly modified by the Sales Order.

Purchase Orders; No Override. Any purchase order or similar document submitted by you shall not override, change, or add to these Terms or any Sales Order, and any terms that contradict, add to, or modify these Terms are invalid and not binding on us, even if we accept the PO or proceed with the order.

4.Payment Terms

4.1 Fees and Invoicing

You shall pay all fees for Services, fulfillment, storage, shipping, Products, Subscriptions, international handling, and all other charges in accordance with Account-Level Rates, rates displayed in the Platform, or rates set forth in the applicable Sales Order. Fees are exclusive of taxes. Invoices are generated monthly (or at such other intervals as we determine) and are due per the payment terms configured on your account.

Default Payment Terms. Unless otherwise specified, all invoices and charges are due upon receipt. For most orders, a deposit or full prepayment is required prior to production or shipment.

Credit Card Processing Fee. All payments made by credit card are subject to a three percent (3%) credit card processing fee. Payments made by ACH or wire transfer are not subject to this fee.

4.2 Saved Payment Methods and Autopay

By saving a payment method, you authorize us to charge that payment method for all fees, charges, and invoices arising under these Terms. If autopay is enabled on your account, you expressly authorize us to automatically charge your saved payment method(s) for all open invoices, accrued charges, and recurring fees as they become due, without requiring separate approval for each charge.

4.3 Prepaid Account Balances and Credits

All prepaid credits loaded into your Account Balance are non-refundable. Prepaid credits do not expire and are non-transferable. We may apply Account Balance credits to outstanding invoices, overdue amounts, chargebacks, or other amounts you owe before charging your saved payment method.

If the account is closed or terminated by us without cause, we will refund any remaining Account Balance credits within ninety (90) days of closure, less any amounts owed. If the account is closed due to your breach, non-payment, or at your request, credits are not refundable.

4.4 Chargebacks and Disputes

You agree that all charges processed in accordance with these Terms are authorized and valid. You shall not initiate a chargeback, dispute, or reversal of any properly authorized charge. If you believe a charge is incorrect, you must notify us in writing within fifteen (15) days of the charge date.

4.5 Taxes

Fees are exclusive of transaction taxes; you shall pay such taxes as invoiced. If required by law to withhold taxes, you shall gross up payments so that we receive the full amount.

4.6 Late Payments and Collection Costs

Overdue amounts accrue a late fee of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower). We may suspend Services or terminate for non-payment without further notice. In the event we pursue collection, you shall be responsible for all costs of collection, including reasonable attorneys' fees, court costs, and collection agency fees.

4.7 No Refunds

Except as expressly provided herein, all payments are non-refundable. No refunds or credits will be issued for partial periods of service, plan downgrades, unused features, suspensions, or terminations.

5.Inspection, Defects, and Remedies

5.1 Inspection and Reporting

You shall carefully inspect all Products upon delivery and at your own cost, including counting, quality control, and verification of order accuracy. You have fourteen (14) calendar days from the date of delivery (the "Inspection Period") to notify us in writing of any alleged Defects, missing items, quantity discrepancies, or nonconformities. Failure to provide such notice within the Inspection Period constitutes full and final, irrevocable acceptance and a waiver of all claims relating to Defects, missing items, nonconformities, workmanship, or quality.

5.2 Sole and Exclusive Remedies

For any Product confirmed to be Defective or for confirmed missing items, our sole and exclusive obligations, and your sole and exclusive remedies, are, at our sole discretion:

1. Repair the Defective Products;
2. Replace the Defective or missing Products with conforming Products; or
3. Issue a refund or credit solely for the Defective or missing units.

We have the right to attempt repair or replacement first; a refund or credit is available only if we determine that repair or replacement is not commercially reasonable. Our responsibility is strictly limited to the Products themselves. We will not reimburse any internal or third-party costs including receiving, unboxing, warehousing, inspection, counting, repacking, relabeling, or lost productivity.

6.Changes, Delays, and Client Materials

We may change any aspect of the Services, Platform, fees, or pricing structures at any time upon thirty (30) days' notice, with continued use after the notice period constituting acceptance. If you object to a material change, you may terminate without penalty by providing written notice before the expiration of the notice period; however, termination does not relieve you of payment obligations for Services already rendered or orders already placed.

We shall not be liable for delays caused by you or third parties. Any materials provided by you remain your property and shall be used solely for the purposes of these Terms. You warrant such materials do not infringe third-party rights.

7.Confidential Information

Each party shall hold Confidential Information in confidence for three (3) years post-termination, using reasonable care and disclosing only to need-to-know parties under similar protections. Prompt notice of breaches is required. Exclusions include public information, independently developed data, or legally required disclosures.

8.Representations, Warranties, and Compliance

8.1 General Compliance

Each party shall comply with all applicable federal, state, local, and international laws, regulations, and ordinances in the performance of its obligations.

8.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, ALL SERVICES, THE PLATFORM, AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, ACCURACY OF RESULTS, OR ACHIEVEMENT OF BUSINESS OUTCOMES.

8.3 Your Representations and Warranties

You represent and warrant that:

1. In using the Services, including sending Products or Fulfillment Orders to end users, you comply with all applicable laws regarding solicitation, marketing, consent, and communications;
2. Your use of the Services complies with all applicable export control laws;
3. No Products or Fulfillment Orders involve hazardous, restricted, or prohibited materials under applicable laws or carrier rules;
4. You have obtained all necessary consents from recipients to receive physical shipments through Campaigns, Fulfillment Orders, or other distribution methods.

8.4 Regulatory and Jurisdictional Compliance

You acknowledge that Products may be subject to varying regulatory requirements depending on the jurisdiction of manufacture, sale, distribution, or end use. It is solely your responsibility to identify and communicate to us all applicable regulatory requirements, specify any required labeling, warnings, or certifications, and ensure that Products you distribute comply with all applicable laws in the relevant jurisdictions. We are not responsible for determining, implementing, or verifying compliance with jurisdiction-specific product regulations.

8.5 Anti-Bribery and Anti-Corruption

Each party shall comply with all applicable anti-bribery and anti-corruption laws and regulations. You shall not use the Platform or Services to offer, promise, give, or authorize the giving of anything of value to any government official or any person in violation of applicable anti-bribery or anti-corruption laws.

8.6 Data Privacy and Security

We shall process personal data in accordance with the Data Processing Addendum (Section 16). We maintain reasonable security measures, but you are responsible for obtaining necessary consents and complying with privacy laws for data you provide.

8.7 AI Features

If we incorporate AI or machine learning features, such features are provided "AS IS" without warranties. You assume all risks for reliance on AI-generated outputs. We may add, modify, or remove AI features upon notice.

9.Indemnification

9.1 By You

You shall indemnify, defend, and hold us harmless from third-party claims arising from: (a) your acts or omissions; (b) infringement due to your-provided intellectual property or materials; (c) your breach of confidentiality or warranties; (d) any Products or content provided by you; (e) your use of the Platform or Services; (f) any violations of laws regarding solicitation, marketing, or communications; (g) any Campaign content, messaging, or recipient selection; (h) any violation of anti-bribery, anti-corruption, export control, or sanctions laws; (i) any claims from recipients regarding unsolicited shipments; (j) any failure to identify applicable regulatory requirements; or (k) your use of Design Output outside of these Terms.

9.2 By Us

Subject to Section 10, we shall indemnify, defend, and hold you harmless from third-party claims arising from: (a) the unmodified Platform or Services infringing such third party's intellectual property rights (except to the extent arising from your modifications, data, materials, or instructions); (b) our material breach of the DPA with respect to Personal Data processing; or (c) our gross negligence or willful misconduct in the handling of your inventory.

9.3 Insurance

You shall maintain commercial general liability insurance with coverage of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, including product liability coverage. Failure to maintain insurance is a material breach.

10.Limitation of Liability

EXCEPT FOR OBLIGATIONS ARISING FROM CONFIDENTIALITY, INDEMNIFICATION, YOUR PAYMENT OBLIGATIONS, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

Product Claims. Our total aggregate liability for claims related to defective or missing Products shall be strictly limited to the amounts actually paid by you for the specific units proven to be defective or missing.

General Cap. For all other claims, our total aggregate liability shall not exceed the lesser of: (a) the total fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) fifty thousand dollars ($50,000).

We shall have no liability for costs, losses, or damages arising from: (i) your ecommerce or Shopify configurations; (ii) your pricing, discount, or shipping rules; (iii) differences between amounts you charge end customers and amounts we charge you; (iv) duties, taxes, customs, import charges, or VAT; (v) undeliverable shipments due to incorrect addresses or carrier failures outside our control; or (vi) your failure to identify applicable regulatory requirements.

11.Intellectual Property and Data Rights

All intellectual property rights in the Platform, Services, and any innovations, improvements, or derivative works created by us (excluding Design Output, which is your property per Section 2.7) shall remain our sole and exclusive property. You acquire no rights except the limited licenses expressly granted herein.

You grant us a perpetual, irrevocable, royalty-free, worldwide license to collect, use, store, process, and analyze any data derived from your use of the Platform or Services, in anonymized or aggregated form, for our business purposes. You grant us a non-exclusive, perpetual, irrevocable, royalty-free license to any ideas, suggestions, feedback, or service improvements provided by you pertaining to the Services.

11.1 Copyright Complaints

We respect intellectual property rights. If you believe an infringement exists, please provide written notice to [email protected] containing the information required by the DMCA, 17 U.S.C. 512.

12.Term and Termination

12.1 Term

These Terms are effective upon your first access or use of the Platform and continue for one (1) year, automatically renewing for successive one-year terms unless terminated.

12.2 Termination for Breach

Either party may terminate for material breach (other than non-payment) with thirty (30) days' written notice and opportunity to cure. Either party may terminate for insolvency or convenience upon sixty (60) days' written notice.

12.3 Immediate Termination

We may terminate or suspend your access immediately without prior notice for: (a) non-payment; (b) repeated breaches; or (c) violation of applicable laws (including anti-bribery, export control, or sanctions laws). We may also terminate without cause upon thirty (30) days' written notice.

12.4 Account Dormancy

We reserve the right to designate your account as dormant and initiate account closure procedures upon thirty (30) days' written notice. Upon receiving a dormancy notice, you shall have thirty (30) days to respond and either resume active use or arrange for inventory removal.

12.5 Effect of Termination

Upon termination for any reason:

1. We shall cease providing Services (except for in-transit orders), and Platform access shall be revoked.
2. You shall pay all outstanding fees within fifteen (15) days of termination.
3. No refunds or credits will be issued for prepaid or unused Services, except for Account Balance credits as provided in Section 4.3.
4. You are solely responsible for removing all inventory from our warehouses within thirty (30) days of termination. If you fail to arrange for removal, we may ship inventory to your address on file at your expense, continue charging storage fees, or destroy, donate, or discard remaining inventory without liability or refund.

12.6 Data Portability

Upon termination, you may request access to your operational data (order history, design file names, Campaign records) for thirty (30) days following termination. After this period, operational data may be deleted in accordance with our data retention policies.

13.Suspension of Services

We may suspend your access to the Platform or any Services immediately and without prior notice if: (a) you fail to pay any fees when due; (b) we reasonably suspect a breach of these Terms; (c) continued access poses a security risk, legal liability, or harm to us or third parties; or (d) for scheduled or unscheduled maintenance. During suspension, you remain responsible for all fees and charges, and no credits or refunds will be provided.

14.Dispute Resolution

Informal Resolution. Before initiating any formal proceeding, the aggrieved party shall provide written notice describing the dispute. Within fifteen (15) business days, executives of each party shall meet and attempt in good faith to resolve the matter. If not resolved within thirty (30) days of the initial notice, either party may proceed to arbitration.

Binding Arbitration. Any unresolved dispute shall be resolved by binding arbitration in Delaware under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator, and the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Class Action Waiver. No class or representative actions are permitted; all claims must be brought individually, except to the extent such restriction is prohibited by applicable law.

Equitable Relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first engaging in arbitration.

15.General Provisions

15.1 Independent Contractor

The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship.

15.2 Force Majeure

Neither party will be liable for delay or failure due to causes beyond reasonable control (including acts of God, war, terrorism, strikes, pandemics, supply chain disruptions, carrier failures, government actions, and natural disasters), except your payment obligations, which are not excused by force majeure.

15.3 Governing Law

These Terms shall be governed by the laws of the State of Delaware, excluding conflicts of law provisions. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware.

15.4 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions shall remain in full force and effect.

15.5 Notices

All notices under these Terms shall be in writing. Notices to us shall be sent to [email protected]. Notices to you shall be sent to the email address on file for your account. Email notices are effective upon confirmed transmission.

15.6 Entire Agreement

These Terms, together with all Sales Orders, Statements of Work, and the DPA, constitute the entire agreement between the parties and supersede all prior agreements. Amendments must be in writing and signed by both parties, except that we may update operational aspects of these Terms (including Platform features, shipping carriers, rate structures, API policies, and storage procedures) at any time upon thirty (30) days' notice.

15.7 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without your consent, including in connection with a merger, acquisition, sale of assets, reorganization, or change in corporate entity.

15.8 No-Hire

During the Term and for twelve (12) months following termination, you shall not directly or indirectly hire or engage as a contractor any employee of ours who was directly involved in providing Services to you and with whom you had material contact, without our prior written consent. General recruiting efforts not specifically targeted at our employees are not prohibited. Breach of this provision results in liquidated damages equal to six (6) months of the individual's annual compensation.

15.9 Export Compliance

Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit access to the Platform or shipment of Products to any U.S.-embargoed country or in violation of any applicable export law or regulation.

15.10 Publicity

You approve the display by us of your name and logo on our website, client lists, and general marketing materials. This approval is limited to identifying you as a client and does not extend to case studies, endorsements, or testimonials, which require your separate written approval. You may revoke this approval at any time upon written notice.

16.Data Processing Addendum

This Data Processing Addendum ("DPA") forms part of these Terms and governs the processing of Personal Data by us on your behalf. You act as a Controller and we act as a Processor with respect to Personal Data processed under these Terms. This DPA is intended to comply with applicable Data Protection Laws, including but not limited to the GDPR (EU) 2016/679, the UK GDPR, the CCPA as amended by the CPRA, and equivalent laws in Asia.

16.1 Personal Data Processing

We shall process Personal Data only for the purposes described in these Terms and in accordance with your documented instructions. Types of Personal Data include customer contact information, order details, usage data, and any other data you provide or generate. Categories of Data Subjects include your end customers, users, employees, or third parties involved in orders or Campaigns.

16.2 Our Obligations

We shall comply with applicable Data Protection Laws. We shall ensure personnel are bound by confidentiality obligations. We shall implement appropriate technical and organizational security measures. We shall assist you, at your cost, with Data Subject requests and data protection impact assessments. We shall notify you without undue delay (no later than 48 hours) of any Personal Data Breach. Upon termination, we shall delete or return all Personal Data at your choice, unless required to retain by law.

16.3 Sub-Processors

We may engage Sub-Processors (e.g., shipping carriers, cloud providers) provided they are bound by obligations at least as protective as this DPA. We shall notify you of new Sub-Processors at least 10 days in advance, allowing you to object.

16.4 International Transfers

For transfers outside the EEA/UK, we shall use appropriate safeguards such as Standard Contractual Clauses. If a transfer mechanism is invalidated, the parties shall negotiate alternatives in good faith.

16.5 Audits

Upon reasonable request and at your cost, we shall make available information to demonstrate compliance. You may conduct audits no more than once per year, with 30 days' notice, during business hours.