Seller Agreement

1. How selling on The Merch Counter works

You supply your brand: a logo and any other artwork, a shop name, and the products and prices you choose. We supply everything else. The Merch Counter is the seller of record for every order: the customer buys from us, we take payment, have the item printed and shipped by a print partner, answer the customer, and handle reprints and refunds. You earn the difference between your price and the cost of making the item, less our fee, as described below.

You are an independent business. Nothing in this agreement makes you our employee, agent, partner or franchisee.

2. Who can sell

You must be a business, or a person acting for one, based in the United States; be at least 18; and be able to complete identity and bank verification with our payment provider, Stripe. A shop must represent a real business the person opening it is authorized to act for. One business may open more than one shop only with our consent.

3. Review and removal

Your shop goes live when you publish it, and new designs can be used as soon as you upload them. We review shops and designs after they go live, checking for the problems described in our Content & Trademark Policy, with the help of automated screening against known brand names and previously removed marks.

At any time we may take down a design — which unlists the products that use it and stops it being printed — or suspend your shop, and we will tell you why. Orders for removed material that have not yet been printed are cancelled and refunded. Not being removed is not clearance of rights. Review is ours to do or not do, and it does not transfer responsibility for your artwork to us.

4. Your shop and listings

• You choose your products from our catalog and set your prices, subject to a minimum that keeps each sale profitable for you. The dashboard shows your earnings on every item before you list it.
• Product descriptions, size charts, production times and shipping rates are set by us, because we are the seller and we have to honor them. Do not promise customers anything different.
• Your returns policy. You choose, in your dashboard, whether your shop accepts returns for size or a change of mind, and if so within how many days of delivery. Your choice is shown on your storefront and applies to each order as it stood when the order was placed. If you accept returns, you decide each request in your dashboard and must not decline one the policy covers without a genuine reason; if you leave a request undecided for more than three days, we may decide it under your policy on your behalf. Printing problems — items that arrive damaged, misprinted or wrong — are not part of your policy: we handle them with the print partner at no cost to you.
• Mockups are rendered by our print partners from your artwork. Printed items can differ slightly from mockups in color and placement.
• We may change how your shop and listings are displayed, remove a listing whose blank is discontinued, or pause a listing whose cost changes enough to affect your margin. We will tell you when we do.

5. Fees and payouts

For each item sold:

• Our fee is 20% of the item price the customer pays, unless a different rate is shown in your dashboard or agreed with you in writing. It covers the storefront, checkout, card processing, customer support and the marketplace.
• Production cost — what the print partner charges us to make the item — is deducted at cost.
• Shipping is paid by the customer at checkout. If you turn on free shipping, the postage for each order is paid from your share instead.
• You receive the rest. There is no fee to open a shop and no monthly charge.

Payouts are made through Stripe Connect. To receive them you must create a Stripe account and accept the Stripe Connected Account Agreement, which governs Stripe’s services to you. Your share of each sale is transferred to your Stripe account when the customer’s payment is captured and paid to your bank on Stripe’s schedule. A shop cannot be published until its Stripe account can accept payments.

Refunds and chargebacks. Who pays for a refund depends on why it was given. A return you approve (or that we approve under your policy) is paid by you in full: the refund is taken from your share of that order, and any part of it larger than that share — the production cost, postage and our fee, which were spent making and sending the item — is recovered from your future payouts. A printing problem is paid by us: you keep your share, and we seek a reprint or credit from the print partner. Any other refund, and a lost dispute, reverses your share and our fee in proportion to the amount refunded.

Holds and set-off. We may delay or withhold payouts related to orders that are under a copyright or trademark complaint, suspected of fraud, or subject to an open dispute, until it is resolved, and may set off amounts you owe us under this agreement against future payouts.

Taxes. As seller of record we collect and remit sales tax on orders where we are required to. You are responsible for taxes on your own income, including your payouts. Stripe may issue you tax forms such as a 1099-K.

6. The license you give us

You keep ownership of your logo, artwork, shop name and other content (“Shop Content”). You give us a non-exclusive, worldwide, royalty-free license, for as long as your Shop Content is on The Merch Counter, to:

• reproduce, resize, recolor for dark garments, and print it on the products you list;
• send it to our print partners and let them render mockups and print orders;
• display it on your shop, the marketplace and in order emails; and
• show your shop name, logo and listings when promoting The Merch Counter marketplace, for example in search results, social posts or a “featured shops” section.

The license ends when you remove the content or close your shop, except that we may finish printing orders already paid for and keep archival copies of what was printed for as long as we need them for support, accounting and legal reasons.

7. What you promise us

You promise that:

• you own your Shop Content or have a license that lets you print and sell it on merchandise, and you will show us that license if we ask;
• your Shop Content does not infringe anyone’s copyright, trademark, right of publicity or other right, and complies with our Content & Trademark Policy;
• the business information you give us is true, and you are authorized to open a shop for that business; and
• you will comply with the laws that apply to your business.

8. Complaints, takedowns and repeat infringers

If we receive a copyright or trademark complaint about your Shop Content, or find a problem ourselves, we may remove the content, unlist the products that use it, cancel orders not yet printed, and suspend your shop while we look into it. We will tell you what was complained about and, for copyright, how to file a counter-notice under our complaint process.

Each valid complaint, and each design we take down as infringing, is a strike. We close the shops of repeat infringers as set out in the Content & Trademark Policy, and may close one immediately for counterfeiting or other serious abuse.

9. Indemnity

You will defend and indemnify The Merch Counter, its officers, employees and print partners against any third-party claim, and the resulting losses, damages, settlements and reasonable legal fees, arising from (a) your Shop Content, including any claim that it infringes or misappropriates someone’s rights; (b) your breach of this agreement or the Terms of Service; or (c) your business, its products and its own dealings with customers. We will notify you of a claim promptly, give you reasonable cooperation at your expense, and let you control the defense; you may not settle a claim in a way that imposes an obligation on us or admits fault on our behalf without our written consent.

10. Customer information

You can see the name, shipping address, email and order details of customers who buy from your shop so you can recognize them and help with questions. You may use that information only for those purposes and as our Privacy Policy describes. You may not sell it, add customers to marketing lists without their separate consent, or share it with anyone else, and you must protect it with reasonable security. Customer service for orders runs through us.

11. Term and termination

This agreement lasts until your shop is closed. You can unpublish or close your shop at any time. We may suspend or close it if you breach this agreement, receive repeated complaints, fail Stripe’s verification, or if we stop offering the Service, giving you notice where it is lawful and safe to do so. After closure we fulfill or refund orders already paid for, settle what you are owed less any amounts you owe us, and keep records as the law requires. Sections 5 (for amounts already owing), 6 (archival copies), 7, 9 and 12 survive.

12. Liability and general terms

The disclaimers, limitation of liability, dispute resolution and general sections of the Terms of Service apply to this agreement, except that the limitation of liability does not limit your indemnity obligations or amounts you owe us from sales. We may change this agreement on 30 days’ notice by email; changes to fees never apply to orders placed before they take effect. If you do not accept a change, you may close your shop before it takes effect.

Questions: support@themerchcounter.com. Legal notices: legal@themerchcounter.com, [Registered business address].