Liability Disclaimer

Merchonic Disclaimer and Limitation of Liability

Effective Date: July 29, 2026

IMPORTANT – PLEASE READ CAREFULLY: These terms contain warranty disclaimers, releases, indemnification obligations, exclusions of damages, and limits on liability. They apply only to the fullest extent permitted by law and do not limit rights or remedies that cannot legally be waived.

1. Scope and Incorporated Policies

These Disclaimer and Limitation of Liability Terms (“Liability Terms”) apply to merchonic.com and related services, features, communications, and applications operated by [LEGAL ENTITY NAME], doing business as Merchonic (“Merchonic,” “we,” “us,” or “our”) (collectively, the “Platform”). They are incorporated into the Merchonic Terms of Service and should be read together with the Payment and Funds Release Terms, Dispute and Arbitration Terms, Privacy Policy, Cookie Policy, Restricted Merchandise Policy, Vendor Manufacturing Standards, and other applicable Platform Policies.

Capitalized terms not defined here have the meanings stated in the Terms of Service. A specialized Platform Policy controls only for the subject it expressly governs and only to the extent of a direct conflict.

2. Marketplace Role; Seller and Merchant-of-Record Status

Merchonic provides technology through which Customers may post custom-merchandise Jobs and Vendors may submit Bids. Unless Merchonic expressly states otherwise in writing for a particular transaction, Merchonic is not the manufacturer, printer, embroiderer, designer, seller, merchant of record, shipper, carrier, warehouse, customs broker, employer, agent, partner, fiduciary, insurer, or guarantor of a User or transaction.

The applicable checkout page, accepted Bid, invoice, and Payment and Funds Release Terms should identify the seller and merchant of record. Payment facilitation, collection of Platform fees, tax collection, or administrative control over release of transaction funds does not by itself make Merchonic the seller, manufacturer, employer, or party responsible for a Vendor’s goods or services.

3. Direct User Contracts; No Endorsement

Customers and Vendors enter into direct User Contracts with each other. Each User is responsible for evaluating the other User, defining specifications and acceptance criteria, complying with law, and performing that User’s obligations.

Merchonic does not guarantee a User’s existence, identity, authority, solvency, licensing, insurance, reliability, conduct, workmanship, legality, or future performance. Verification, approval, identity checks, ratings, badges, reviews, recommendations, search placement, portfolio materials, or other Platform information do not constitute an endorsement, certification, warranty, or guarantee.

4. User Content, Communications, and Off-Platform Dealings

Merchonic may host, transmit, organize, moderate, or remove User Content, but is not required to investigate or verify every statement, file, credential, design, review, message, proof, Bid, or transaction. Users are responsible for decisions based on Job posts, profiles, messages, samples, proofs, pricing, ratings, reviews, estimated timelines, and other User Content.

Merchonic is not responsible for communications, meetings, payments, promises, side agreements, production work, delivery arrangements, or other conduct occurring outside the Platform. Moving a transaction off the Platform may eliminate Platform payment protections and may violate the Terms of Service.

5. Physical Merchandise and Manufacturing Risks

Custom merchandise may involve normal and disclosed variations in color, placement, dimensions, texture, thread, ink, material, quantity, production method, packaging, or appearance. Customers and Vendors must define tolerances, proof requirements, samples, substitutions, inspection periods, warranties, and remedies in the User Contract and applicable Platform Policies.

Merchonic does not manufacture, inspect, test, label, package, store, recall, repair, replace, or warrant products. Except to the extent Merchonic expressly assumes an obligation in a signed writing, Merchonic is not responsible for product defects, personal injury, property damage, allergic reactions, flammability, choking hazards, labeling errors, regulatory violations, recalls, counterfeit goods, unauthorized substitutions, or product claims caused by a Vendor, Customer, carrier, supplier, or product.

6. Product Claims, Safety Information, and Recall Cooperation

Information about product composition, safety, certifications, origin, environmental attributes, care, sizing, or suitability is generally supplied by Vendors, manufacturers, or other third parties. Merchonic does not independently warrant that such information is complete or accurate.

Users must follow warnings, instructions, laws, and recall notices applicable to their products and intended use. Nothing on the Platform should be treated as medical, safety, or regulatory advice. Merchonic may facilitate notices, holds, returns, or corrective action without assuming responsibility for the underlying product or claim.

7. Shipping, Delivery, Storage, and Customs

Merchonic is not a carrier, warehouse, customs broker, freight forwarder, or insurer and does not control pickup, transportation, tracking, customs clearance, delivery, storage, or returns. Delivery dates and tracking information are estimates or third-party records, not guarantees.

To the fullest extent permitted by law, Merchonic is not responsible for carrier delay, loss, theft, misdelivery, damage in transit, customs detention, duties, import restrictions, inaccurate addresses, porch theft, unclaimed goods, or storage charges. Treatment of transaction funds is governed by the Payment and Funds Release Terms.

8. Intellectual Property, Publicity Rights, and Design Materials

Users are responsible for ensuring that designs, logos, photographs, names, likenesses, slogans, fonts, templates, artwork, stock assets, and other User Content are lawful and authorized. Merchonic does not warrant that User Content, Deliverables, Vendor libraries, stock materials, or production files are original, non-infringing, registrable, exclusive, or suitable for a particular commercial purpose.

Merchonic is not liable for copyright, trademark, patent, trade-secret, privacy, publicity, defamation, counterfeit, or other third-party claims arising from User Content or a User Contract, except to the extent directly caused by Merchonic’s own conduct and not lawfully disclaimed.

9. Artificial Intelligence and Experimental Features

The Platform may offer or integrate artificial-intelligence, automated, beta, preview, experimental, or early-access features. Outputs may be inaccurate, incomplete, similar to material generated for others, or unsuitable for production, legal clearance, accessibility, safety, or commercial use.

Users must independently review outputs and obtain necessary rights and approvals before relying on or manufacturing them. Merchonic does not warrant that an output is unique, copyrightable, non-infringing, accurate, or fit for a particular purpose. Merchonic may modify, suspend, or discontinue beta or experimental features at any time.

10. Payments and Third-Party Financial Services

Payment authorization, payment-holding services, releases, payouts, refunds, chargebacks, reserves, reversals, tax collection, and bank settlement may be provided or affected by third-party payment providers. Merchonic does not guarantee that a payment method, authorization, transfer, payout, refund, or withdrawal will be available, successful, immediate, irreversible, or free from review.

Merchonic is not responsible for acts or omissions of banks, card networks, payment providers, wallet providers, or governmental authorities except to the extent Merchonic is legally responsible and cannot disclaim that responsibility. Payment rights and remedies are governed by the Payment and Funds Release Terms.

11. Other Third-Party Services

The Platform may depend on or link to identity-verification providers, hosting providers, analytics providers, social-login providers, communication tools, shipping services, embedded content, artificial-intelligence services, and other third parties. Their services may be governed by separate terms and privacy practices.

Merchonic does not control and is not responsible for the availability, accuracy, security, legality, performance, content, policies, or conduct of third-party services. A link, integration, compatibility statement, or availability through the Platform does not constitute endorsement.

12. Platform Availability, Security, and Data Preservation

Merchonic does not guarantee uninterrupted, secure, error-free, or permanently available access to the Platform. Maintenance, updates, outages, cyberattacks, malware, telecommunications failures, provider failures, account actions, legal requirements, or other events may affect access or functionality.

Users must maintain independent copies of important designs, proofs, approvals, messages, transaction records, tax records, and Deliverables. To the fullest extent permitted by law, Merchonic is not responsible for loss, corruption, deletion, unauthorized access, or failure to store User Content or records. No internet service, payment system, or security measure can be guaranteed completely secure.

13. No Professional Advice or Reliance

Information provided through the Platform, Help Center, automated tools, templates, support communications, or User Content is for general informational and operational purposes. Merchonic does not provide legal, tax, accounting, insurance, product-safety, regulatory, customs, intellectual-property, medical, or other professional advice.

A User should not rely on a statement by customer support, an automated tool, or another User as modifying the Platform Policies or creating a warranty unless the change is contained in a written agreement signed by an authorized Merchonic representative.

14. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL MERCHONIC-PROVIDED CONTENT, FEATURES, SUPPORT, VERIFICATION, PAYMENT FACILITATION, AUTOMATED TOOLS, AND DISPUTE PROCESSES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

MERCHONIC DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, AVAILABILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

MERCHONIC DOES NOT WARRANT THAT THE PLATFORM WILL MEET A USER’S REQUIREMENTS; THAT RESULTS, BIDS, PRICES, RATINGS, REVIEWS, MATCHES, DELIVERABLES, PAYMENTS, OR DISPUTE OUTCOMES WILL BE ACCURATE OR SATISFACTORY; OR THAT DEFECTS WILL BE CORRECTED. THESE DISCLAIMERS DO NOT APPLY TO WARRANTIES THAT CANNOT LEGALLY BE DISCLAIMED.

15. Release of Claims Involving Users and Third Parties

To the fullest extent permitted by law, each User releases Merchonic and its affiliates, officers, directors, employees, agents, licensors, and service providers from claims, demands, and damages arising from disputes, transactions, goods, services, communications, or conduct between Users or involving an independent third party.

This release does not apply to claims directly caused by Merchonic’s fraud, willful misconduct, gross negligence where it cannot be released, or other conduct for which liability cannot legally be waived. Nothing in this section eliminates rights expressly provided by the Payment and Funds Release Terms or Dispute and Arbitration Terms.

16. Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, MERCHONIC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, ANTICIPATED SAVINGS, DATA, OR USE; COST OF SUBSTITUTE GOODS OR SERVICES; BUSINESS INTERRUPTION; OR LOSSES ARISING FROM A USER OR THIRD PARTY.

THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR STATUTE, AND EVEN IF ADVISED THAT THE DAMAGE WAS POSSIBLE. IT DOES NOT APPLY WHERE SUCH DAMAGES CANNOT LEGALLY BE EXCLUDED.

17. Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, MERCHONIC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM, PLATFORM POLICIES, A JOB, OR A TRANSACTION WILL NOT EXCEED:

1. FOR A CLAIMANT WHO PAID FEES DIRECTLY TO AND RETAINED BY MERCHONIC DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, THE GREATER OF THOSE FEES OR ONE HUNDRED U.S. DOLLARS ($100); OR
2. FOR A CLAIMANT WHO PAID NO SUCH FEES, ONE HUNDRED U.S. DOLLARS ($100).

AMOUNTS PAID TO A VENDOR, PAYMENT PROCESSOR, CARRIER, TAX AUTHORITY, OR OTHER THIRD PARTY ARE NOT FEES RETAINED BY MERCHONIC. THE CAP APPLIES IN THE AGGREGATE TO ALL RELATED CLAIMS AND WILL NOT BE MULTIPLIED BY THE NUMBER OF CLAIMS, TRANSACTIONS, USERS, OR LEGAL THEORIES.

THIS CAP DOES NOT APPLY TO LIABILITY THAT CANNOT LEGALLY BE LIMITED. A SEPARATE WRITTEN ENTERPRISE AGREEMENT SIGNED BY MERCHONIC MAY PROVIDE A DIFFERENT CAP.

18. Exceptions and Non-Waivable Rights

Nothing in these Liability Terms excludes or limits liability for fraud, fraudulent misrepresentation, willful misconduct, or gross negligence to the extent applicable law prohibits limitation; death or personal injury caused by negligence where limitation is prohibited; Merchonic’s obligation to transmit transaction funds actually received and finally owed under the Payment and Funds Release Terms; or any warranty, remedy, statutory damage, consumer right, or other liability that cannot legally be waived or limited.

Where a jurisdiction does not allow a disclaimer, exclusion, release, indemnity, or cap, the affected provision applies only to the maximum lawful extent and the minimum legally required liability or remedy remains available.

19. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Merchonic and its affiliates, officers, directors, employees, agents, licensors, and service providers from third-party claims, investigations, demands, actions, liabilities, judgments, settlements, penalties, losses, damages, and reasonable attorneys’ fees and costs arising out of or relating to:

1. your User Content, Job, Bid, Deliverables, goods, services, advertising, or User Contract;
2. your breach of the Platform Policies or a representation, warranty, or obligation;
3. your violation of law, sanctions, tax, product-safety, labeling, privacy, publicity, or intellectual-property requirements;
4. your fraud, negligence, willful misconduct, security failure, or misuse of the Platform;
5. bodily injury, death, property damage, recall, regulatory action, or product claim caused by goods or services you provide, request, approve, sell, distribute, or handle; or
6. your relationship with another User, worker, subcontractor, supplier, carrier, or customer.

This obligation applies only to the extent the claim is attributable to your conduct and does not require you to indemnify Merchonic for the portion of a claim finally determined to have been caused by Merchonic’s own fraud, willful misconduct, gross negligence where applicable law prohibits indemnification, or other non-indemnifiable conduct.

Merchonic will provide reasonable notice when practicable and may control the defense with counsel of its choosing. You must reasonably cooperate and may not settle a claim in a manner that admits wrongdoing by, imposes obligations on, or restricts Merchonic without Merchonic’s prior written consent. This section does not require a consumer to indemnify Merchonic beyond what applicable law permits.

20. Allocation of Risk and Essential Purpose

The warranty disclaimers, releases, damage exclusions, liability cap, and indemnification provisions are a material part of the allocation of risk between Merchonic and Users. The Platform’s pricing and availability reflect that allocation. To the extent permitted by law, these provisions apply even if a limited remedy fails of its essential purpose.

21. Disputes and Governing Terms

Merchonic’s internal Platform Dispute process, legal arbitration, jury-trial waiver, class-action waiver, governing law, and permitted court venue are governed exclusively by the Dispute and Arbitration Terms. Nothing in this policy makes a Merchonic administrator a court or legal arbitrator, and an internal transaction decision is not automatically a final legal judgment.

22. Changes, Severability, and Survival

Merchonic may update these Liability Terms prospectively as described in the Terms of Service. If a provision is unenforceable, it will be enforced to the maximum lawful extent and severed while the remainder continues.

Sections concerning disclaimers, releases, limitations, indemnification, allocation of risk, dispute provisions, and provisions that by their nature should continue will survive account closure or termination.

23. Contact

Merchonic is operated by [LEGAL ENTITY NAME], a [STATE AND ENTITY TYPE], with a mailing address at [MAILING ADDRESS]. Questions may be sent to [email protected]. Formal legal notices must be sent to [LEGAL NOTICE EMAIL] and the mailing address above, unless another Platform Policy requires a different method.