Terms of Use

Merchonic Terms of Service

Effective Date: July 29, 2026

IMPORTANT: Please read these Terms carefully. They affect your legal rights and obligations. The Dispute & Arbitration Policy may require individual arbitration and may limit jury trials or class proceedings. These Terms of Service (“Terms”) govern access to and use of merchonic.com and any related services, features, communications, and applications provided by [LEGAL ENTITY NAME], doing business as Merchonic (“Merchonic,” “we,” “us,” or “our”) (collectively, the “Platform”). By creating an account, clicking to accept, posting a Job, submitting or accepting a Bid, purchasing or providing goods or services, or otherwise using the Platform, you agree to these Terms. If you do not agree, do not access or use the Platform.

1. Agreement and Incorporated Policies

These Terms form a binding agreement between you and Merchonic. The Merchonic Privacy Policy, Cookie Policy, Payment and Escrow Terms, Dispute & Arbitration Policy, Disclaimer & Liability Policy, and any Restricted Merchandise, Community Standards, Intellectual Property, Vendor Manufacturing Standards, promotion, referral, or feature-specific policies that are available when you use the relevant feature are incorporated by reference. A specialized policy controls over these Terms only for the specific subject it expressly governs. Merchonic may maintain electronic records showing your acceptance, including the version accepted, date and time, account identifier, Internet Protocol address, device or browser information, and acceptance of later amendments. You agree that such records may be used as evidence of acceptance to the extent permitted by law.

2. Definitions

For these Terms: “Customer” means a User who posts a Job, accepts a Bid, or purchases goods or services through the Platform; “Vendor” means a business or independent service provider that offers or performs goods or services; “User” means any person or entity accessing the Platform; “Job” means a request for custom merchandise or related services; “Bid” means a Vendor proposal; “User Contract” means the direct agreement formed between a Customer and Vendor when a Bid is accepted; “Deliverables” means goods, designs, proofs, files, and other work produced for a Job; “User Content” means content submitted to the Platform, including Jobs, Bids, messages, designs, logos, images, files, reviews, and profile information; and “Platform Policies” means these Terms and all incorporated policies. “Seller of Record” means the party legally selling goods or services to the Customer; “Merchant of Record” means the party identified by the payment processor as responsible for processing the charge and related payment obligations; and “Licensed Assets” means third-party fonts, stock artwork, templates, photographs, software, or other materials used under license rather than owned outright.

3. Eligibility, Authority, Sanctions, and Prior Removal

You must be at least 18 years old and legally capable of entering a binding contract. Individuals under 18 may not create or use an account, even with parental permission. If you use the Platform for an organization, you represent that you have authority to bind it. You may not use the Platform if Merchonic previously suspended or permanently removed you, if applicable law prohibits you from receiving the services, or if your use would cause Merchonic or another User to violate sanctions, export-control, or restricted-party laws.

4. Marketplace Role

Merchonic provides an online marketplace where Customers may post custom-merchandise Jobs and approved Vendors may submit Bids. Unless Merchonic expressly agrees otherwise in writing, Merchonic is not a party to the User Contract, does not manufacture or ship merchandise, and does not employ, supervise, or control Vendors. The Platform may facilitate communications, payments, payment-holding services, reviews, verification, and dispute processes as described in applicable policies. Unless Merchonic expressly identifies itself otherwise for a specific transaction, the Vendor – not Merchonic – is the Seller of Record for goods or services supplied under the User Contract. The applicable checkout flow, receipt, and Payment and Escrow Terms will identify the Merchant of Record or payment-processing arrangement. Merchonic does not take title to merchandise merely by facilitating a transaction.

5. Registration, Account Security, and Right to Refuse Service

You must provide accurate, current, and complete information and keep it updated. You may maintain only the number and type of accounts Merchonic permits. You may not impersonate another person, create a misleading identity, transfer or sell an account, or allow another person to use your account to defeat verification or Platform rules. You are responsible for safeguarding login credentials and for activity you authorize or cause through failure to use reasonable security, subject to applicable law and payment-provider rules. Promptly notify [email protected] of suspected unauthorized access. To the extent permitted by law, Merchonic may reject an application, decline Vendor approval, request additional information, restrict categories or locations, or refuse service when reasonably necessary for safety, compliance, fraud prevention, payment-provider requirements, or legitimate business reasons. Merchonic will not refuse service for an unlawful discriminatory reason.

6. Identity, Business, and Vendor Verification

Merchonic may require identity, business, beneficial-owner, tax, licensing, banking, sanctions, insurance, or other verification, directly or through third parties, and may require reverification. You authorize reasonable verification steps and agree to provide truthful supporting information. Verification, approval, or a badge reflects only information reviewed at a particular time and is not an endorsement, warranty, or guarantee of identity, legality, licensing, financial condition, workmanship, safety, or future conduct. Data practices relating to verification are described in the Privacy Policy.

7. Customer Responsibilities

• Post lawful, accurate, and sufficiently detailed Job descriptions, quantities, dimensions, materials, colors, deadlines, shipping information, and other requirements.
• Upload only content and designs you own or are authorized to use, reproduce, modify, manufacture, advertise, sell, and distribute.
• Obtain all permissions, releases, and consents necessary to reproduce any person’s name, image, likeness, voice, signature, or other identifying characteristic included in User Content.
• Review Bids, Vendor qualifications, proofs, samples, specifications, production tolerances, delivery terms, and exclusions before accepting a Bid.
• Provide timely approvals, decisions, files, addresses, and cooperation needed to perform the Job.
• Pay all amounts when due and comply with the Payment and Escrow Terms.

8. Vendor Responsibilities and Approval

• Provide truthful registration, business, ownership, identity, tax, licensing, capability, insurance, and portfolio information requested by Merchonic.
• Obtain Merchonic approval before bidding when approval is required. Approval is not an endorsement or guarantee.
• Submit Bids that accurately state price, scope, production method, materials, quantity, turnaround, shipping, revisions, tolerances, and exclusions.
• Perform accepted Jobs professionally, lawfully, safely, and in accordance with the accepted Bid, approved proofs, documented change orders, and agreed specifications.
• Maintain all licenses, permits, insurance, registrations, records, and legal requirements applicable to the Vendor and its work.
• Promptly disclose production delays, supply substitutions, safety concerns, legal concerns, or other material changes.
• Provide reasonable evidence of insurance when Merchonic or a Customer requires it before Bid acceptance or when later reasonably required because of a safety or compliance concern.

9. Product Safety, Labeling, Manufacturing Compliance, and Recalls

Vendors are solely responsible for requirements applicable to the goods and services they provide, including product safety, testing, warnings, packaging, country-of-origin marking, textile fiber content, care labeling, flammability, children’s-product requirements, environmental restrictions, advertising claims, and other federal, state, local, and international requirements. Vendors must promptly notify affected Customers and Merchonic of a known or reasonably suspected safety defect, recall, regulatory notice, or unlawful product. Vendors must reasonably cooperate with product tracing, Customer notices, regulatory inquiries, returns, corrective action, destruction, replacement, and documentation requests. Merchonic may require supporting compliance documents, remove a Job, or suspend affected transactions. Any claim that a product is organic, recycled, environmentally preferable, sustainable, union-made, made in the United States, certified, tested, compliant, antimicrobial, flame resistant, or otherwise possesses a regulated or objectively verifiable attribute must be truthful, current, and supported by documentation reasonably requested by Merchonic or the Customer. Vendors may not use seals, certifications, or compliance claims without authorization.

10. Job Posts, Bids, and Formation of User Contracts

A Job post is a request for Bids and is not an offer Merchonic or any Vendor must accept. A Bid may be withdrawn or revised only as the Platform permits. When a Customer accepts a Bid, the Customer and Vendor form a direct User Contract based on the accepted Bid, Job post, specifications, messages, proofs, and documented change orders. Users may not impose terms that conflict with the Platform Policies. Merchonic may retain records of Jobs, Bids, messages, files, approvals, and transactions for operation, safety, compliance, and dispute handling.

11. Seller of Record, Merchant of Record, and Transaction Documents

For each transaction, the User Contract, checkout flow, receipt, invoice, and Payment and Escrow Terms should consistently identify the Seller of Record, Merchant of Record or payment processor, charged amount, applicable taxes, Platform fees, shipping charges, and refund rules. A payment descriptor, receipt, or facilitation service does not by itself make Merchonic the manufacturer, seller, importer, carrier, or employer. Users may not represent that Merchonic produced, certified, endorsed, or warranted merchandise unless Merchonic expressly agreed in writing.

12. Proofs, Samples, Color Matching, Production Tolerances, and Customer Approval

When a Vendor provides a digital proof, physical sample, mockup, or specification sheet, the Customer must reasonably review spelling, dimensions, colors, placement, quantities, artwork resolution, product selection, and other visible details before approval. Vendor production must reasonably conform to the approved proof and agreed specifications. Customer approval may make the Customer responsible for errors clearly shown in the approved proof, but does not excuse hidden defects, unauthorized substitutions, material deviations, unsafe products, fraud, or violations of law. Unless exact color matching is expressly included, digital proofs are approximations and colors may vary because of screens, materials, inks, dyes, threads, lighting, and production methods. Any Pantone requirement, color tolerance, quantity overrun, underrun, spoilage allowance, or replacement-unit policy must be disclosed before Bid acceptance. A Customer is not responsible for undisclosed excess quantities or charges. A Vendor may not substitute a blank-product brand, style, size specification, fiber content, material, manufacturing location, label, ink, thread, finish, packaging, certification, or other material component without the Customer’s prior written approval through the Platform, except for an immaterial substitution expressly permitted by the User Contract. Any approved substitution must be documented with resulting changes to price, schedule, warranties, or compliance claims.

13. Change Orders and Post-Acceptance Modifications

Any material change after Bid acceptance – including changes to quantity, artwork, materials, product type, production method, delivery date, shipping destination, or revision scope – must be documented through a Platform-approved change order or clear written Platform message. The documentation should identify any price, schedule, shipping, and approval changes. A Vendor is not required to perform materially expanded work without agreement, and a Customer is not required to pay an undisclosed additional charge. Payment treatment is governed by the Payment and Escrow Terms.

14. Subcontractors

A Vendor may not subcontract a material portion of a Job when prohibited by the Job terms or without required disclosure and Customer approval. The Vendor remains fully responsible for subcontractor conduct, quality, confidentiality, intellectual-property permissions, legal compliance, safety, delivery, and payment. A Vendor may not use subcontracting to avoid verification, sanctions, suspension, or other Platform requirements, and must obtain rights from subcontractors sufficient to provide the promised Deliverables to the Customer.

15. Confidential Information Between Users

A User receiving non-public business, technical, customer, pricing, design, or product information in connection with a Job must use it only to evaluate, perform, or enforce that Job; protect it with reasonable care; and disclose it only to personnel or approved subcontractors who need it and are bound to protect it. This obligation does not apply to information that was lawfully known without restriction, becomes public without breach, is independently developed, or is lawfully received from another source. Disclosure required by law is permitted after reasonable notice when legally allowed. Users should enter a separate nondisclosure agreement for highly sensitive projects.

16. Shipping, Delivery, Customs, Customer-Supplied Goods, and Risk Allocation

The accepted Bid or documented change order should identify shipping method, charges, destination, insurance, tracking, delivery estimate, and responsibility for duties, taxes, customs, and import restrictions. Customers are responsible for providing a complete and accurate delivery address. Vendors are responsible for reasonable packaging and agreed shipping evidence. Merchonic is not a carrier and does not control carrier performance. When a Customer supplies garments, blanks, packaging, or other property, the User Contract should state condition on receipt, replacement value, setup or spoilage allowance, storage, return shipping, and responsibility for unavoidable production damage. The Payment and Escrow Terms govern how shipment, delivery, acceptance, loss, damage, failed delivery, or Customer-supplied goods affect payment or refund decisions.

17. Inspection, Shortages, Damage, Defects, and Acceptance

A Customer must reasonably inspect delivered goods promptly after receipt and report visible shipping damage, shortages, quantity discrepancies, incorrect items, or readily discoverable defects within the period stated in the Payment and Escrow Terms or User Contract. The report should include the Job number, description of the issue, quantities affected, photographs or other supporting evidence, and preservation of packaging when carrier damage is alleged. Failure to report a readily discoverable issue within the applicable period may constitute acceptance for payment and dispute-processing purposes, but does not waive concealed defects, fraud, safety issues, recalls, or rights that cannot lawfully be waived. Acceptance of one portion of a shipment does not necessarily waive a timely claim concerning another portion.

18. Remedies for Nonconforming Custom Goods

When Deliverables materially fail to conform to the User Contract, approved proof, or applicable law, the available remedy may include correction, rework, reprint, replacement, completion of missing quantities, partial refund, full refund, cancellation, or another commercially reasonable solution. Merchonic may require the Customer to preserve, return, destroy, or make affected goods available for inspection, subject to applicable law and the Payment and Escrow Terms. Because custom goods may have limited resale value, a Customer may not reject conforming goods solely because of a change of mind. The remedy selected should consider severity, cure feasibility, timing, percentage affected, intended use, safety, and the parties’ documented agreement. Nothing in this section limits non-waivable legal rights.

19. Production Files, Tools, and Physical Manufacturing Materials

The accepted Bid should state whether editable artwork, embroidery digitization files, screens, plates, dies, molds, jigs, samples, source files, color separations, or other production files or manufacturing materials are included in the Deliverables, retained by the Vendor, stored for future orders, returned to the Customer, or subject to an additional charge. Silence does not automatically transfer ownership of a Vendor’s pre-existing tools, methods, or reusable production materials.

20. Portfolio and Publicity Use

A Vendor may not publicly display confidential, unreleased, or Customer-owned Deliverables without permission. Unless the User Contract states otherwise, a Vendor may request permission to display non-confidential completed work after the Customer has publicly released it. Merchonic may use User Content for promotion only within the license granted in these Terms and subject to the Privacy Policy and any confidentiality obligations.

21. Platform Communications and Non-Circumvention

Users must use Platform-approved communication and payment methods when required. You may not use information or relationships obtained through Merchonic to avoid Platform fees, payment protections, verification, recordkeeping, or other requirements. You may not solicit or arrange an off-Platform transaction for a Job or relationship first introduced through Merchonic during the period stated in the Payment and Escrow Terms. Contact information needed to produce, ship, or complete an accepted Job may be shared only for that purpose and may not be misused, sold, or added to unrelated marketing lists without consent.

22. User Content, Artificial Intelligence, and License to Merchonic

You retain ownership of your User Content. You grant Merchonic a non-exclusive, worldwide, royalty-free license to host, store, reproduce, format, transmit, display, moderate, and otherwise use User Content as reasonably necessary to operate, secure, improve, promote, and enforce the Platform and its policies. Merchonic does not obtain ownership of a Customer’s underlying design merely because it is uploaded. You represent that your User Content and Merchonic’s permitted use do not violate law or third-party rights. User Content created or modified using artificial intelligence remains subject to all ownership, authorization, intellectual property, privacy, publicity, and prohibited-content requirements. Use of an artificial-intelligence tool does not relieve a User of responsibility for the resulting content. You may not upload highly sensitive personal data unless Merchonic expressly requests it through an approved process.

23. Ownership of Deliverables

Ownership and license rights in Deliverables are determined by the accepted Bid and any written Customer-Vendor agreement. Unless they expressly agree otherwise, and subject to full and final payment, the Vendor assigns to the Customer the Vendor-created copyright rights in the final approved Deliverables made specifically for the Job. Preexisting materials, tools, templates, fonts, software, production methods, know-how, and third-party materials remain owned by their respective owners and are licensed only as stated or reasonably necessary to use the Deliverables. Any waiver of moral rights applies only to the extent permitted by law. Licensed Assets remain subject to their original license terms and are not assigned beyond the rights the Vendor is legally permitted to grant. Before acceptance, the Vendor must disclose material restrictions that could limit the Customer’s intended reproduction, resale, modification, sublicensing, or commercial use. The Vendor remains responsible for obtaining licenses sufficient for the promised use.

24. Licensed Artwork, Fonts, Templates, and Vendor Libraries

A Vendor using Licensed Assets must have authority to use them for the Customer’s stated purpose and must comply with attribution, seat, reproduction, merchandise, print-run, geographic, sublicensing, and other license limits. Unless the User Contract expressly includes broader rights, the Customer receives only the rights the Vendor is legally permitted to grant. A Vendor must not use an asset marked for personal use only, editorial use only, non-commercial use, or otherwise incompatible with the Job. On reasonable request, the Vendor must identify material Licensed Assets and applicable restrictions, but need not disclose proprietary methods or unrelated library contents.

25. Intellectual Property Complaints and Repeat Infringers

Merchonic respects intellectual-property rights and may remove or disable content, cancel a Job, restrict an account, or take other action after receiving a sufficiently supported copyright, trademark, patent, publicity, or other rights complaint. Notices should identify the protected work or mark, the challenged material, contact information, a good-faith statement, and a statement of accuracy and authority. Merchonic may request more information and may provide the notice to the affected User. Merchonic may suspend or terminate Users who repeatedly infringe intellectual-property rights, repeatedly submit unauthorized content, or abuse the complaint process. Users may not knowingly submit a false, misleading, fraudulent, or materially incomplete complaint or counter-notice. Any separate Intellectual Property or DMCA Reporting Policy controls the detailed notice, counter-notice, restoration, and designated-agent process.

26. Restricted and Prohibited Merchandise or Services

Merchonic may prohibit any Job, good, design, or service that is illegal or creates material safety, payment-processor, intellectual-property, reputational, or operational risk. This may include counterfeit goods, fake identification, stolen property, exploitative sexual content, unauthorized government or law-enforcement insignia, unlawful weapons or drugs, extremist or terrorist merchandise, unlawful hate content, regulated health claims, products that violate children’s-product rules, or unauthorized use of brands, characters, sports logos, celebrity likenesses, or campaign materials. A posted Restricted Merchandise or Community Standards policy may contain additional rules and controls over this subject.

27. Other Prohibited Activities

• Violate any law, regulation, court order, sanctions restriction, export control, or third-party right.
• Commit fraud, money laundering, payment or chargeback abuse, tax evasion, deceptive advertising, or identity misrepresentation.
• Harass, threaten, unlawfully discriminate, exploit, or unlawfully collect or disclose personal information.
• Use bots, scrapers, crawlers, automated bidding, fake engagement, fake reviews, deceptive accounts, or unauthorized automated access.
• Upload malware, probe security, bypass access controls, overload systems, or attempt unauthorized access.
• Manipulate rankings, Bids, reviews, referrals, fees, disputes, or verification systems.
• Use Platform data for spam, unauthorized marketing lists, resale, surveillance, or competitive intelligence obtained in violation of these Terms.
• Destroy relevant evidence, falsify records, interfere with an investigation, retaliate against a complaining User, or pressure another User to withdraw a legitimate complaint.
• Encourage, assist, or attempt any prohibited act.

28. Reviews and Feedback

Reviews must reflect genuine experiences and may not contain knowingly false statements, threats, extortion, confidential information, unlawful discrimination, or content unrelated to the transaction. Merchonic may remove, decline, delay, or annotate reviews that violate applicable rules but is not required to investigate every statement. Suggestions or feedback specifically about Merchonic may be used without restriction or compensation, provided this does not transfer ownership of User Content or Deliverables.

29. Third-Party Services

The Platform may use or link to payment processors, identity-verification providers, hosting providers, carriers, social login providers, analytics services, and other third parties. Their services may be governed by separate terms and privacy practices. Merchonic is not responsible for third-party services except as expressly stated in an incorporated policy or required by law.

30. Promotions, Credits, and Referral Programs

If Merchonic offers coupons, promotional credits, referral credits, free bids, discounts, or similar benefits, additional terms may apply. Unless those terms state otherwise, promotional benefits have no cash value, are non-transferable, may expire, may not be withdrawn, and may be revoked for fraud, abuse, mistake, cancellation, or violation of Platform Policies.

31. No Guarantee of Jobs, Bids, Sales, Results, or Availability

Merchonic does not guarantee that a Customer will receive any Bid, that a Vendor will win work or earn any minimum amount, that a User will be suitable or trustworthy, or that the Platform will be uninterrupted, error-free, or permanently retain every item of User Content. Additional warranties, disclaimers, and limitations are stated in the Disclaimer & Liability Policy, subject to rights that cannot lawfully be waived.

32. Inactive or Abandoned Jobs

Merchonic may administratively close, restrict, or take other action regarding an inactive Job as provided in the Payment and Escrow Terms after any required notice. Those terms may address response periods, delivery or acceptance status, storage, unclaimed merchandise, release or refund of funds, and other consequences of inactivity.

33. Suspension, Restrictions, Termination, and Account Closure

Merchonic may investigate conduct and may warn, restrict, suspend, reject, or terminate accounts; remove content; pause or cancel Jobs or transactions; preserve records; or take other reasonable action to enforce these Terms, protect Users or the Platform, address fraud or legal risk, comply with law, or prevent harm. Users must reasonably cooperate with investigations, but Merchonic is not required to disclose confidential methods or findings. Access after restriction is permitted only as Merchonic authorizes. A User may request account closure, but Merchonic may delay final closure or retain limited access and records to complete or cancel Jobs, collect amounts owed, process refunds or chargebacks, resolve disputes, investigate misconduct, satisfy tax or accounting obligations, or comply with law.

34. Merchonic Intellectual Property; Limited License; Anti-Copy Rules

Merchonic and its licensors own the Platform and its protected content and technology, including its name, logos, branding, original page designs, graphics, text, compilations, databases, software, source code, object code, non-public workflows, and confidential business information, except for User Content and third-party materials. Merchonic grants you a limited, revocable, non-exclusive, non-transferable license to use the Platform for its intended marketplace purposes. You may not copy, reproduce, republish, frame, mirror, distribute, sell, license, reverse engineer, decompile, disassemble, scrape, create unauthorized derivative works from, or commercially exploit protected portions of the Platform, except as permitted by law or written permission. You may not systematically extract Jobs, Bids, prices, Vendor profiles, reviews, or other Platform data; circumvent technical controls; use Merchonic content or data to train an artificial-intelligence model without permission; publish unauthorized benchmarking; or use Merchonic trademarks in a confusing domain name, account, app, advertisement, or keyword. You also may not use unauthorized access, scraped data, copied protected elements, or non-public Merchonic information to build, train, operate, market, or improve a competing product or service. This does not prohibit lawful competition based on independently developed ideas, general marketplace concepts, public information lawfully obtained, or features not protected by law.

35. Payments, Payment-Holding Services, Refunds, Fees, Taxes, and Vendor Rights

Payment authorization, fees, deposits, payment-holding or escrow services, release conditions, milestones, acceptance periods, refunds, cancellations, chargebacks, reserves, negative balances, payout timing, unclaimed funds, currency matters, Vendor withholding rights, liens, disposal of unclaimed goods, tax reporting, and payment-provider rules are governed by the Payment and Escrow Terms and applicable User Contract. Merchonic or its payment provider may calculate, collect, withhold, remit, or report sales tax, use tax, value-added tax, backup withholding, or other amounts when reasonably believed required by law. Users remain responsible for information and obligations not handled by Merchonic. Merchonic will describe its payment structure accurately and will not represent funds as legally held in escrow unless that description is correct. If Merchonic permits purchase orders, invoicing, net-payment terms, or tax-exempt purchases, additional approval requirements may apply. A Customer claiming exemption from sales or similar taxes must provide a valid and current resale or exemption certificate and remains responsible for taxes, penalties, and interest resulting from inaccurate or invalid documentation. Merchonic may reject a purchase order or tax certificate and may require another payment method.

36. Purchase Orders, Credit Terms, and Tax-Exempt Transactions

Purchase orders, invoicing, net terms, credit limits, tax exemptions, and resale purchases are available only if Merchonic or the applicable Vendor expressly approves them. A purchase order does not override the Platform Policies or an accepted Bid unless its conflicting term is expressly accepted in writing by the party to be bound. Merchonic or the Vendor may require deposits, personal or business guarantees, credit verification, late charges where lawful, or suspension of further work for overdue amounts. Tax-exempt Customers must provide valid documentation before the transaction is processed and must promptly update expired or revoked certificates.

37. Disputes, Arbitration, Governing Law, and Liability

User-to-User disputes, disputes involving Merchonic, informal resolution, arbitration procedures, class-action or jury-trial waivers, governing law, venue, disclaimers, releases, limitations of liability, and indemnification are governed by the Dispute & Arbitration Policy and Disclaimer & Liability Policy. Those policies are incorporated by reference and must identify the applicable Merchonic legal entity and consistent governing law. Nothing in these Terms excludes a right or remedy that applicable law does not permit the parties to waive.

38. Order of Precedence

For Platform use, these Terms and mandatory incorporated policies control over inconsistent terms supplied by a User. A specialized Merchonic policy controls only for the specific subject it governs. For a particular Job, the accepted Bid, approved proof, and documented change orders control the commercial scope between Customer and Vendor, but they may not override Merchonic fees, payment rules, prohibited conduct, Platform rights, or dispute rules involving Merchonic. A separate Customer-Vendor agreement may supplement the User Contract but may not bind Merchonic unless an authorized Merchonic representative signs it.

39. Force Majeure

A party is not responsible for delay or failure to perform to the extent caused by events beyond its reasonable control, such as severe weather, natural disaster, fire, epidemic, war, civil disorder, government action, labor disruption, carrier interruption, utility or internet outage, customs delay, or material supply shortage, provided the affected party gives reasonable notice when practicable and uses reasonable efforts to reduce the effect. Payment, cancellation, refund, and delivery consequences remain subject to the Payment and Escrow Terms and non-waivable law.

40. Legal Process, Regulatory Requests, and Emergencies

Merchonic may preserve, access, and disclose information when reasonably necessary to comply with subpoenas, court orders, tax requirements, regulatory or law-enforcement requests, sanctions obligations, emergency safety requests, or other valid legal process, subject to applicable law and the Privacy Policy. Merchonic may notify affected Users when legally permitted but is not required to do so when prohibited or when notice could create risk.

41. Changes to the Platform or Terms

Merchonic may modify the Platform and these Terms. Material changes will be posted with an updated effective date and, when legally required or reasonably practicable, additional notice. Changes apply prospectively unless law requires otherwise. Continued use after the effective date constitutes acceptance. Material changes to dispute terms will be handled as stated in the Dispute & Arbitration Policy.

42. Electronic Communications and Notices

You consent to receive agreements, notices, transaction messages, security alerts, and other communications electronically through the Platform, at the email address associated with your account, or by another reasonable electronic method. Electronic records and signatures satisfy legal requirements for written communications and signatures, subject to applicable law. Marketing communications remain subject to applicable consent and opt-out rights. Electronic notice from Merchonic is considered received when sent or made available through the Platform, except where applicable law requires another method. You must maintain accurate, working contact information and regularly review your account and email. To the extent permitted by law, you may not avoid notice solely because your contact information was outdated, a message was filtered, or you did not review the account.

43. Consumer Rights and Interpretation

Nothing in these Terms limits warranties, remedies, consumer rights, or other protections that cannot legally be excluded or waived. “Including” means “including without limitation.” The singular includes the plural where context permits. References to laws include amendments and replacements. If Merchonic provides a translation, the English version controls to the extent permitted by law.

44. Accessibility

Users who experience difficulty accessing the Platform may contact Merchonic at [ACCESSIBILITY EMAIL] to request reasonable assistance. This section does not limit rights available under applicable accessibility laws.

45. General Terms

These Terms and incorporated policies constitute the entire agreement between you and Merchonic concerning the Platform, except for a separate written agreement signed by an authorized Merchonic representative. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder remains effective. Failure to enforce a provision is not a waiver. You may not assign these Terms without written consent; Merchonic may assign them in connection with a merger, sale, reorganization, financing, or transfer of the Platform or business. Headings are for convenience only. No agency, partnership, joint venture, employment, franchise, or fiduciary relationship is created between Merchonic and a User. Amounts owed, ownership and licenses, confidentiality, intellectual-property restrictions, investigation and record-retention rights, dispute and arbitration obligations, disclaimers, limitations of liability, releases, indemnification, and provisions that by their nature should continue will survive account closure or termination.

46. Contact and Legal Notices

Merchonic is operated by [LEGAL ENTITY NAME], a [STATE AND ENTITY TYPE], with a mailing address at [MAILING ADDRESS]. Questions about these Terms may be sent to [email protected]. Formal legal notices to Merchonic must be sent to [LEGAL NOTICE EMAIL] and the mailing address above, unless an incorporated policy provides a different required notice method.