MerchLabs’s service (the “MerchLabs Service”) is located and operated by Stack Station, Inc., with our headquarters at 1210 N Jefferson St, STE Q, Anaheim, Ca 92807, USA and its subsidiaries (collectively, “MerchLabs”). The MerchLabs Service provides sellers with the ability to sell custom merchandise and apparel and buyers with the ability to find high-quality, unique products.

We offer the MerchLabs Service subject to the following Terms of Service, specifically including MerchLabs’s Privacy Policy. If you do not agree to these Terms of Service, you are not authorized to use the MerchLabs Service. To note, these Terms of Service apply to all of our products and services. If we include some additional terms for tools you can download from the Service or other services, those provisions are incorporated into these Terms of Service.

Information You Provide: Certain features of the MerchLabs Service require registration. If you choose to register, you agree to provide and maintain accurate, current and complete information about yourself. Registration data and personal information about you are governed by our Privacy Policy.

MerchLabs reserves the right to terminate accounts and/or listings that are inactive for three (3) months or more.

Promotions: Any contests, sweepstakes, surveys, games or similar promotions (collectively, “Promotions”) made available through the MerchLabs Service may be governed by specific rules that are in addition to these Terms of Service. By participating in any Promotion, you will become subject to those rules. To the extent that the terms and conditions of the Promotion rules conflict with these Terms of Service, the terms and conditions of the Promotion will control.

MerchLabs does not claim any ownership rights in the designs provided by you. Please be sure you maintain copies of all of your work. MerchLabs has no responsibility or liability for the deletion or failure to store any content or information provided by you. 

For designs provided by you, you represent and warrant that you own or are the licensee of all trademark rights, copyrights, rights of publicity and other intellectual property or other proprietary rights necessary to create and implement the shop listing (“Listing Rights”), including any rights relating to the name, description, images, text or URL used for the listing. You will provide MerchLabs with evidence of your Listing Rights upon request.

MerchLabs retains all ownership rights in any designs created by MerchLabs designers which may not be used by you, other than in connection with your listings on the MerchLabs Service, without MerchLabs’s express written consent. MerchLabs shall have the right to exploit the designs in all media, whether now or hereafter devised, throughout the Universe in perpetuity, without restriction and without the need to obtain any additional consents, rights grants or consideration from you

For the purpose of implementing and fulfilling your listing and for the purpose of advertising the MerchLabs Service in any medium MerchLabs chooses, you hereby grant MerchLabs a nonexclusive, worldwide, fully paid up, transferable, sublicensable license under your Listing Rights to copy, display, distribute, modify the content you upload to the MerchLabs Service (including all related images, text, content and information).

MerchLabs, in its sole discretion, may make promotional offers with different features and different pricing to any of MerchLabs’ sellers. These promotional offers, unless made to you, will not apply to you or these Terms. For example, MerchLabs may make different digital product file types available to sellers who achieve a certain level of sales.

Indemnity: To the extent any merch launched via MerchLabs violates or is alleged to violate our Acceptable Use Policy or any other part of these Terms of Service, in addition to any other remedies, you agree that MerchLabs has the right to withhold and redirect any funds collected relating to the listing, which funds will be disbursed based on MerchLabs’ internal policies (for example, MerchLabs may give the funds to a charity where a listing falsely states it is raising funds for that charity, or MerchLabs may apply such funds to any judgment or settlement, and/or the reimbursement of MerchLabs’ expenses, resulting from a third party’s claim of infringement) and to control the defense or settlement of any claim or suit resulting from any such violation or alleged violation; and you agree to fully cooperate with MerchLabs in such activities. Without limiting the foregoing, you also agree to indemnify and hold MerchLabs harmless from any and all liabilities, losses, damages and expenses arising out of your violation or any alleged violation of any other part of these Terms of Service.

Quality of Artwork and Promotions: Each uploaded asset must meet reasonable production standards (e.g. a listing may not include a low quality image that will not print well). All of your advertisements or promotional descriptions, including content that is uploaded to the MerchLabs Service, must be accurate and correct and must not include any content concerning non-MerchLabs activities, events, products, services or promotions.

Proceeds: The calculation of Revenue shall be as follows: ‘Retail Price’ minus ‘Total Product Costs’, ‘Value of Coupons or Discounts Used in Purchase and Credit Card Service Fees’, ‘MerchLabs Service Fee (20%)‘. Shown another way, as follows: Retail Price – (Total Product Cost + Value of Coupon or Discount Used + MerchLabs Service Fee + Credit Card Fees (See Appendix 1). If a Coupon or Discount is not used by the public to purchase the garment, the retail calculation for that specific garment would simply be as follows: Retail Price – Total Product Cost  + Credit Card Fees.

Partnership Disputes: If you work with other people on your listing, and there is a dispute between you and your partners, even though MerchLabs receives notice of the dispute, MerchLabs is entitled to make payouts and otherwise correspond with the original registrant. Alternatively, MerchLabs may withhold payouts until the dispute is resolved, in MerchLabs’ sole discretion.

Charities/Fundraising: You represent and warrant that any merch you create that implicitly or explicitly relates to a charity or fundraising effort is authorized by such charity or fundraising effort, and you will ensure that your listing description clearly and accurately states the percentage of proceeds that will be donated and to whom those proceeds will be donated.

MERCHANDISE SALES. Beginning on the LAUNCH DATE, MerchLabs is allowed to sell your approved merchandise at its discretion subject to your prior approval on any existing websites or websites that are to be created by MerchLabs, and through any other online means that MerchLabs possesses, including but not limited to social media and mobile applications.

 SETTLEMENT. COMPANY shall remit via an Electronic Funds Transfer or Paypal for the calculation of Revenue payment to you for the previous month on or before 30 days following the end of the previous month. 

ATTORNEY FEES. If any action at law or in equity is necessary to enforce or interpret the rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.

ENFORCEABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.

This Agreement is not intended, nor does it, cause to create a partnership or joint venture between the COMPANY and CLIENT. Outside of the net revenue calculations, each party is responsible for its own operating costs and expenses.

DISSOLUTION. If the parties dissolve the Agreement, there shall be no continued distribution without written consent signed by each party. Any sales by COMPANY will end immediately upon cancellation. Notwithstanding the foregoing, COMPANY will account and pay for any merchandise sold during the thirty (30) days prior to cancellation and after notice of same is received.

GOVERNING LAW. This Agreement shall be governed by California law. Any proceedings arising from this agreement shall be within the jurisdiction of the State of California. Venue shall be in Orange County.