Dropship Agreement

1. Definitions

1.1“Customer” means a person who buys Products from Merchant through the Store.

1.2“Order” means a Customer order for Products received through the Store.

1.3“Products” means the T-shirts, hats, mugs and hoodies offered by Company and printed with Merchant Artwork.

1.4“Merchant Artwork” means the logos, slogans, images and other materials Merchant gives Company.

1.5“Store” means the online store Company provides for Merchant on a subdomain of makemymerch.shop.

1.6“Wholesale Cost” means Company’s price to Merchant for a Product, as described in Section 5.

2. Company Services

2.1Company will provide the Store at no charge and will connect Merchant’s merchant processor to it.

2.2Company will print Products with Merchant Artwork using direct-to-film (DTF) printing and will ship each paid Order directly to the Customer.

2.3Merchant receives a limited right to use the Store’s subdomain while this Agreement is in effect. Company retains ownership of the subdomain and the Store’s underlying software and design.

3. Merchant Responsibilities

3.1Merchant is the seller of record for all sales through the Store and sets its own retail prices.

3.2Merchant is responsible for customer service, for its retail refund and return policies, and for complying with the laws that apply to its business and its sales.

3.3Merchant will give Company accurate business, billing and tax information and will promptly tell Company if that information changes.

4. Merchant Processing

4.1Company is not a payment provider. Merchant must obtain and maintain its own merchant processing account in order to accept payments through the Store.

4.2Customer payments are made through Merchant’s processor and do not pass through Company. Merchant is solely responsible for its processor’s fees and terms, and for all refunds, disputes and chargebacks on its sales.

5. Pricing

5.1Company will charge Merchant the Wholesale Cost for each Product. Wholesale Costs start at $9.00 for T-shirts, $17.00 for hats, $11.00 for mugs and $55.00 for hoodies, and vary by brand, style, color and size.

5.2Company may change Wholesale Costs by notice to Merchant. A change applies only to Orders placed after that notice is given.

6. Billing and Payment

6.1Merchant will be billed for each Order before the Order is placed into production. Each charge covers the Wholesale Cost, shipping and any applicable tax.

6.2Merchant authorizes Company to charge the payment card Merchant keeps on file for each Order placed through the Store, and agrees to keep a valid card on file while this Agreement is in effect.

6.3If a charge fails, the Order will not enter production until it has been paid. Company may suspend the Store while any amount remains unpaid.

7. Production

7.1Company aims to complete production within about two (2) business days after the charge for an Order succeeds. This time is an estimate and is not a promise or guarantee.

7.2“Business days” means Monday through Friday, excluding US federal holidays. Carrier transit time is in addition to production time.

7.3Brands, styles and colors depend on supplier stock and may change. If an item is unavailable, Company may contact Merchant about a substitute or refund the amount billed for that item.

8. Shipping

8.1Shipping is calculated at checkout and billed to Merchant at that rate.

8.2Company will ship each Order to the address received with the Order. Merchant is responsible for the accuracy of that address and for the cost of reshipping an Order that was sent to an incorrect address provided through the Store.

9. Taxes

9.1Company will add applicable sales tax to its charges unless Merchant is properly signed up with Company and has provided a valid tax exemption.

9.2Merchant is responsible for all taxes on its retail sales to Customers.

10. Merchant Artwork

10.1Merchant represents that it owns or has permission to use all Merchant Artwork, and that the Merchant Artwork and the Products bearing it do not violate any law or any third party’s rights.

10.2Merchant retains ownership of Merchant Artwork and grants Company a non-exclusive license to reproduce and display it as needed to operate the Store and to produce and ship Products while this Agreement is in effect.

10.3Company may refuse any artwork or Product that it reasonably believes is unlawful or infringes the rights of another party.

11. Damaged or Misprinted Products

11.1If a Product arrives damaged or misprinted, Merchant must notify Company within fourteen (14) days of delivery and include photographs. Company will, at its option, reprint the Product or credit its Wholesale Cost.

11.2Because Products are custom printed, Company does not otherwise accept returns. Minor variations in color and print placement are not defects.

12. Customer Information

Company will use Customer information received with an Order only to produce, ship and support that Order, or as required by law. Merchant is responsible for having the right to share that information with Company.

13. Term and Cancellation

13.1This Agreement begins on the Effective Date and continues until cancelled.

13.2Either party may cancel this Agreement at any time, for any reason, by written notice to the other party. No cancellation fee applies.

13.3On cancellation, the Store will be taken down and no new Orders will be accepted. Company will either complete or refund any Order for which Merchant has already been billed.

13.4Sections 4, 6, 9, 10, 15, 16, 17 and 19, and any amounts owed, survive cancellation.

14. Independent Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, franchise, agency or employment relationship, and neither party may bind the other.

15. Disclaimer of Warranties

EXCEPT AS STATED IN SECTION 11, THE STORE, THE SERVICES AND THE PRODUCTS ARE PROVIDED “AS IS.” TO THE EXTENT THE LAW ALLOWS, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY DOES NOT PROMISE THAT THE STORE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT MERCHANT WILL ACHIEVE ANY LEVEL OF SALES.

16. Limitation of Liability

TO THE EXTENT THE LAW ALLOWS, COMPANY’S TOTAL LIABILITY FOR ANY CLAIM RELATING TO AN ORDER IS LIMITED TO THE AMOUNT COMPANY BILLED MERCHANT FOR THAT ORDER, AND COMPANY IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SALES.

17. Indemnification

Merchant will defend, indemnify and hold harmless Company from third-party claims, losses and reasonable legal fees arising from Merchant Artwork, Merchant’s sales to Customers, or Merchant’s breach of this Agreement.

18. Events Beyond Control

Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as supplier shortages, carrier delays, natural disasters, or power or internet outages. This Section does not excuse an obligation to pay amounts owed.

19. General Terms

19.1Governing law. This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. Any dispute will be brought in the state or federal courts located in Wyoming.

19.2Notices. Notices must be in writing and may be sent by email. Notices to Company go to hello@makemymerch.shop. Notices to Merchant go to the email address Merchant gave at sign up.

19.3Changes. Company may update this Agreement by notice to Merchant. An update applies only to Orders placed after that notice is given. If Merchant does not accept an update, it may cancel under Section 13.

19.4Assignment. Merchant may not assign this Agreement without Company’s written consent. Company may assign it to a successor to its business.

19.5Entire agreement. This Agreement is the parties’ entire agreement on its subject and replaces any earlier discussions or statements about it.

19.6Severability and waiver. If any part of this Agreement is found unenforceable, the rest remains in effect. A party’s failure to enforce a term is not a waiver of that term.

19.7Electronic acceptance. Acceptance at sign up is an electronic record of this Agreement and has the same effect as a signed original.