Last Updated: March 12, 2019
The following terms and conditions (the "Agreement") govern all use of the merchat.co website (the "Site") and the services available on or at the Site (taken together with the Site, the "Service"). The Service is owned and operated by Merchat. and its affiliated companies and subsidiaries ("Merchat", "we", "our", "us", etc.). The Service is offered subject to your ("you", "your") acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Merchat without limitation. If you do not agree to this Agreement, do not use the Site and the Service.
Merchat is a service company that provides tools to e-commerce business.
If you use our Service only for your personal use, you are to be considered as the "User". If you use our Service, you are to be considered a "Merchant".
Merchat reserves the right, at its discretion, to modify this Agreement, fees, charges, and terms at any time. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by you following such notification constitutes your acceptance of the terms and conditions of changes as modified. If you do not agree to the modified terms, you may send Merchat a written notification, including via email, or close your account within 30 days of notice.
All content (information, images, pictures, data, text, photographs, graphics, messages, or other materials), hereinafter "Content", that you post, submit, upload, display, sell or use, hereinafter "post", using our Services is your content. We don’t make any claim(s) to it. That includes anything you post using our Services (like your Content, images, shop name, your customer reviews, comments, videos, usernames, etc.).
Responsibility for the Content. You understand that you are solely responsible for the Content that you post on or through the Service. You represent that you have all necessary rights to the Content and that you’re not infringing or violating any third party’s rights by posting it or using it on your Products sold, manufactured, or warehoused by Merchat.
Permission to Use the Content. By using our services Printful agrees that your content will remain yours. This means that we will never use your Content without your expressed permission.
Rights You Grant Merchat. By approving the posting your Content, you grant Merchat a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of your Content to provide the Services and to promote Merchat and/or your Merchat store, or the Services in general, in any formats and through any channels, including across any Merchat services, third-party website, advertising medium and/or social media.
Reporting Unauthorized Content. Merchat respects intellectual property rights and follows intellectual property laws. We are committed to following appropriate legal procedures to remove infringing content from the Service(s).
Intellectual Property. Merchat respects your work and empowers you to express your voice and ideas. We ask that you respect the work and creative rights of others. You need to either own the Content you post to Merchat, or have the express authority to post it. Content must comply with right of publicity, trademark and copyright laws, and all other applicable state and federal laws.
Trademarks and Infringement of Intellectual Property. In events where we receive proper notice of intellectual property infringement, Merchat strives to respond quickly by removing, blocking, or disabling access to the allegedly infringing material. When Merchat removes, blocks or disables access in response to a notice, Merchat makes a reasonable attempt to contact the allegedly infringing party, provide information about the notice and removal, and, in cases of confirmed copyright infringement, provide information about counter notification.
Counter DMCA Notifications: If Merchat receives a DMCA counter notification, the removed material may be replaced or access to it may be restored 10 business days after receipt of the counter notice, unless the copyright owner files an action seeking a court order against the allegedly infringing party and informs Merchat of this action. Merchat sends a copy of the counter notice to the original complaining party.
Repeat Infringement: Merchat terminates account privileges of Members that are subject to repeat notices of intellectual property infringement in appropriate circumstances and at Merchat’s discretion.
Copyright Responsibility. You agree and attest by accepting this Agreement and using our Services that you own all rights (including copyrights) for the Content you post, or if you are not the owner, that you have express authority and written permission to use the Content, and that you have all of the rights required to post the Content.
If Content that you own and have rights to has been posted to the Services without your permission and you want it removed, please contact our customer service department directly for further escalation and review.
If your Content infringes another person’s intellectual property, we will block it at our discretion.
Inappropriate, False, or Misleading Content. This should be common sense, but there are certain types of Content we don’t want submitted to our Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, illegal or otherwise offensive or in violation of any part of this Agreement. You also agree not to post any Content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive
Use of Services
We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services, platforms, and integrations subject to this Agreement and the following restrictions in particular:
Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you or Merchat. For example, it’s your responsibility to obtain any permits or licenses that your store may require; you must not engage in fraud, theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Merchat, another Merchat user, or a third party. You also agree that you are not the target of trade, financial, and economic sanctions, and that you do not appear on a sanctions-related list, including lists maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the European Union, or Her Majesty’s Treasury of the United Kingdom. You also agree that you will not export, reexport, or otherwise transfer Merchat’s Products to countries or territories that are the target of comprehensive embargoes or sanctions (including Cuba, Iran, Syria, North Korea, and the Crimea region) or parties on the sanctions-related lists referenced above.
Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code into our platforms, third party services, or other programs or systems our clients may use to promote their Products. You agree that Merchat reserves the right to audit our platforms (systems) to ensure integrity and compliance with this Agreement, at the sole discretion of Merchat.
Follow Brand Guidelines. The name “Merchat”, our iconography, phrases, logos, and designs that we use in connection with Services we provide are trademarks, service marks, or trade dress of Merchat in the US, European Union, and all other countries, that are used for proprietary purposes at our sole discretion.
Share Your Ideas. We love your suggestions and ideas! They can help us improve your experience and our Services. Any unsolicited ideas or other materials you submit to Merchat (not including your Content or Products you sell or warehouse through our Services) are considered non-confidential and nonproprietary to you. You grant us a non-exclusive, worldwide, royalty-free, non-revocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you at any time.
Communication Methods. Merchat will provide you with certain legal information in writing. By using our Services, you’re agreeing to our communication methods which describe how we provide that information to you. This simply means that we reserve the right to send you information electronically (by email, etc.) instead of mailing you paper copies (it’s better for the environment).
Digital Items. Digital items (like mockups, templates, images and other design assets) and their intellectual property rights belong exclusively to Merchat. Digital items and any results may only be used in connection with the advertising, promoting, offering and sale of Merchat’s Products and may not be used for other purposes or in conjunction with products from other manufacturers.
Warranties and limitation of liability
Items Your Clients Purchase Through Our Sites. You understand that Merchat cannot and does not make any warranties about your Content, stores, or what you sell to your Customer that we may warehouse. Any legal claim related to a Product your Customers purchase must be brought directly against you as the seller of the Product. You release Merchat from any claims related to Products sold through our Services, including consideration for defective items, misrepresentations by you as a seller, or items that caused physical injury (like product liability claims) from warehoused goods.
Content You Access. Your Customers may come across materials that they find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. Merchat is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.
Warranties. Merchat is dedicated to making our Services the best they can be, but we’re not perfect and sometimes things can go wrong. You understand that our Services are provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade.
We do not guarantee that:
the Services will be secure or available at any particular time or location;
any and all errors which are Merchat responsible will be corrected;
the Services will always be free of viruses or other harmful materials; or
the results of using the Services will meet your expectations. You use the Services solely at your own risk. Some jurisdictions do not allow limitations on implied warranties, so the above limitations may not apply to you.
Liability Limits. To the fullest extent permitted by law, neither Merchat, nor our employees or directors shall be liable to you and your Customers for any lost profits or revenues, or for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with the Services or this Agreement.
Merchat and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via any Merchat service. Without limiting the foregoing, Merchat and its designees shall have the right to remove any Content. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Merchat or submitted to Merchat, including without limitation information in Merchat collaborations, posts and in all other parts of any Merchat service.
Without limiting other remedies, we may limit, suspend or terminate our Service and your account, prohibit access to our Site, delay or remove hosted Content, and take technical and legal steps to keep you off the Site if we think that you are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for extended periods of time. You are responsible for providing Merchat with accurate information (including but not limited to your retail price if you are a Merchant). If you have provided Merchat with inaccurate or false information, (a) you shall be liable to Merchat for damages and losses (including but not limited to taxes) arising out of such inaccurate or false information and (b) you shall reimburse such damages and losses (including but not limited to taxes) to Merchat, and (c) Merchat shall have the right to charge the you for such damages and losses (including but not limited to taxes).
Merchat may save your credit or debit card information and use it for all recurring monthly charges, which will automatically be charged to the saved card, unless you notify Merchat via support.
By adding your credit or debit card, 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. If you have used another person's card without their permission, you are personally liable for, and shall reimburse damages resulting from, the unauthorized use of that card.
In case of an unfounded chargeback, you shall reimburse Merchat for its losses, which consist of the chargeback fee (up to $15 USD per chargeback).
We may refuse to process any charge for any reason or refuse Service to anyone at any time at our sole discretion. We will not be liable to you or any third party by reason of refusing or suspending any charge after processing has begun.
Unless otherwise stated, all payments are quoted in U.S. Dollars. You are responsible for paying all fees, payments and applicable taxes associated with our Site and Services. Payment of the total service amount plus tax must be made in full before the activation of your Service.
Merchat at its sole discretion may change, suspend or discontinue these discounts at any time.
You release us (and our officers, directors, agents, affiliated companies, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You agree that Merchat has no control over and does not guarantee the delivery of the advertised collaborations and that Merchat shall be released from any and all damages resulting from the failure to receive any benefits of an anticipated collaboration.
If you use any of our trademarks in reference to our Products or Services, you must include a statement attributing that trademark to us. You must not use any of our trademarks in or as the whole or part of your own trademarks; in connection with activities, Products or Services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services (including the Site).
You will indemnify and hold Merchat (and its officers, directors, agents, subsidiaries, affiliated companies, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party (including your Customer) due to or arising out of your breach of this Agreement, your use (or misuse) of our Services, or your account’s infringement of someone else’s rights, or your violation of any law or the rights of a third party. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
Disputes, Law & Jurisdiction
Governing Law. This Agreement (including any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims)) are governed by the laws of the State of New York, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live or are located.
Arbitration. You and Merchat agree that any dispute or claim arising from or relating to the Agreement shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rule in effect at that time (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement you can find them here or by calling the AAA at 1–800–778–7879). Arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to the Agreement, you and Merchat are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules. If the value of your claim does not exceed $1,000, Merchat will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
No agency, partnership, joint venture, employee-employer, franchisor-franchisee relationship, etc. is intended or created by this Agreement.
You acknowledge that you have all necessary permits to grant us with Customer’s personal data to fulfill this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement upon notice to you. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
Merchat reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.