Terms of Use — Merch365

Scope: These Terms govern the Merch365 platform at merch365.ai, www.merch365.ai, and app.merch365.ai (the “Platform”) — the application used by prospects, store creators, organization admins, and operations users to generate brand kits, build assortments, render mockups, launch stores, and manage fulfillment. Shopping on a tenant storefront at *.merch365.shop is governed by the separate Storefront Terms of Sale & Use.

VERSION 1.0 · Last revised June 8, 2026 (effective upon posting)

The Merch365 platform located at merch365.ai and its subdomains (the “Platform”) is operated by Merch365, Inc. (“Merch365”, “Company”, “we”, “us”, and “our”). Certain features of the Platform may be subject to additional guidelines, terms, or rules, which will be posted in connection with those features. All such additional terms are incorporated by reference into these Terms.

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS THAT GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM. BY CLICKING “CREATE ACCOUNT”, “CLAIM STORE”, “I AGREE”, OR A SIMILAR BUTTON, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM, YOU ACCEPT THESE TERMS (ON BEHALF OF YOURSELF AND ANY ORGANIZATION YOU REPRESENT) AND REPRESENT THAT YOU HAVE THE AUTHORITY TO DO SO. YOU MUST BE AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

PLEASE READ SECTION 12.5 (DISPUTE RESOLUTION; ARBITRATION; CLASS-ACTION WAIVER) AND ANNEX A CAREFULLY. THEY REQUIRE, WITH LIMITED EXCEPTIONS, THAT DISPUTES BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND CONTAIN A CLASS-ACTION AND JURY TRIAL WAIVER. YOU MAY OPT OUT WITHIN 30 DAYS AS DESCRIBED IN ANNEX A §(i).

1. Who these Terms are for; relationship to the storefronts

1.1 The Platform is a business tool. The Platform is a software-as-a-service application that lets organizations and their authorized users design and launch branded merchandise stores. It is distinct from the consumer-facing tenant storefronts at *.merch365.shop, which are governed by the Storefront Terms of Sale & Use. Purchases of physical merchandise are made on the storefront, not on the Platform.

1.2 Users covered. These Terms apply to every Platform user, including: (a) Prospects who view a private preview store or begin a claim flow; (b) Creators / Organization Admins who claim, configure, brand, and operate a store; and (c) Operations Users acting for Merch365 or a partner under separate authorization. Where a term applies only to a specific role, it says so.

1.3 Organizations. If you use the Platform on behalf of an organization, “you” includes that organization, you represent that you are authorized to bind it, and the organization is jointly responsible for compliance with these Terms.

2. Accounts and the claim flow

2.1 Account creation and store claiming. Certain features require you to register for an account (“Account”) or to claim a store via a magic-link or OAuth-based claim flow. You represent and warrant that all registration and claim information you provide is truthful, accurate, and current, and that you will keep it accurate. You may delete your Account at any time as described in the Platform; deletion is subject to the retention and survival provisions below.

2.2 Account security. You are responsible for safeguarding your credentials and for all activity under your Account. Notify us immediately at security@merch365.ai of any unauthorized use or suspected breach. We are not liable for losses arising from your failure to maintain credential security.

2.3 Eligibility. You must be 18+ and not barred from receiving services under applicable law (including U.S. export-control and sanctions laws).

3. License to use the Platform

3.1 Grant. Subject to these Terms and your payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business purpose of designing, launching, and operating merchandise stores through Merch365.

3.2 Restrictions. You shall not, and shall not permit others to: (a) license, sell, rent, lease, sublicense, or otherwise commercially exploit the Platform except as expressly permitted; (b) modify, make derivative works of, disassemble, decompile, or reverse engineer any part of the Platform; (c) access the Platform to build a competing product or service; (d) scrape, harvest, or use automated means to extract data except via interfaces we expressly provide; (e) circumvent usage limits, security, tenant-scoping, or access controls; or (f) remove or alter proprietary notices. Any future release or update is subject to these Terms.

3.3 Beta and AI-assisted features. Parts of the Platform — including automated brand-kit generation, product-placement recommendation, and mockup rendering — may be offered as beta or evolving features. They are provided “as is,” may be changed or withdrawn, and may produce automated, machine-generated output that requires your review. You are responsible for reviewing and approving all generated brand kits, product selections, mockups, and store content before it is published or used in fulfillment. We do not warrant that automated output is accurate, complete, or fit for any purpose.

3.4 Modifications to the Platform. We may modify, suspend, or discontinue the Platform (in whole or in part) with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation.

4. Your content, brand assets, and license to us

4.1 “Your Content.” “Your Content” means logos, brand assets, artwork, text, images, product configurations, designs, and other materials you (or your authorized users) upload to, generate through, or direct us to use on the Platform, including assets generated by Platform tools at your direction (collectively with mockups and store configurations, “Your Content”).

4.2 Ownership. As between you and Merch365, you retain all rights you hold in Your Content. We claim no ownership of your underlying brand assets.

4.3 Representations and warranties. You represent and warrant that, for all of Your Content: (a) you own it or have all rights, licenses, consents, and permissions necessary to upload it and to grant the license in Section 4.4; (b) it does not and will not infringe, misappropriate, or violate any third party’s intellectual property, trademark, publicity, privacy, or other rights; and (c) its use as contemplated by these Terms (including on a launched store and in fulfillment) is lawful and not deceptive. You are solely responsible for ensuring you have the right to use any third-party brand, trademark, logo, or copyrighted material before placing it on merchandise.

4.4 License to Merch365. You grant Merch365 a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, adapt, normalize, create brand-kit variants from, publicly display, transmit, and otherwise use Your Content solely to operate and provide the Platform and the storefront services — including generating brand kits and mockups, displaying preview and launched stores, and producing production/decoration assets for fulfillment. This license lasts while Your Content is on the Platform and for a commercially reasonable period afterward for backups, dispute resolution, and legal compliance, and survives to the extent needed to support orders placed before removal.

4.5 Removal. We may remove, disable, quarantine, or refuse to publish any of Your Content or any store at our discretion — including in response to an IP or false-affiliation complaint, suspected unlawful or infringing merchandise, legal risk, or a violation of these Terms. Where practical and lawful we will notify you.

4.6 Feedback. If you give us feedback or suggestions, you assign to us all rights in that feedback and agree we may use it freely without obligation to you. Treat feedback as non-confidential.

5. The prospect-preview program

5.1 What it is. Merch365 may generate private, unlisted concept-preview stores branded for a prospect and share them by a private, token-gated link as part of outbound business development. Preview stores are configured to be non-indexed (noindex/nofollow), are not listed in any public directory, and have checkout disabled until the brand claims and approves the store.

5.2 Concept previews are not authorized stores. A preview store is an illustrative concept, not a live, brand-authorized commerce site, and no sales occur unless and until the brand claims the store and accepts the Storefront Terms. Preview pages and any related outreach will identify the page as a private concept preview from Merch365.

5.3 Objections and takedown. A brand that does not want a preview store may object via legal@merch365.ai or the IP complaint process; we will quarantine and remove objected-to preview stores promptly. See the DMCA & IP Complaint Policy for the trademark / false-affiliation path.

5.4 No endorsement implied. Nothing in a preview store or related outreach is intended to state or imply affiliation with, sponsorship by, or endorsement by any brand that has not claimed the store.

6. Acceptable use

You agree not to use the Platform to: (a) upload or create merchandise that infringes or misappropriates intellectual property or violates publicity/privacy rights; (b) produce counterfeit goods or unauthorized use of third-party marks; (c) create hateful, harassing, defamatory, obscene, or unlawful content, or content that exploits or endangers minors; (d) upload malware or interfere with the Platform’s security or operation; (e) misrepresent your identity or authority; (f) violate export-control, sanctions, consumer-protection, or anti-spam laws; or (g) facilitate any unlawful merchandise or activity. We may investigate and take appropriate action, including removal and suspension, for suspected violations.

7. Store identity, slugs, and tenant scoping

7.1 Slugs. Store identifiers (subdomain slugs on *.merch365.shop) are assigned through the Platform. A slug that is released, abandoned, or reclaimed is retired and will not be reissued to a different store for at least 90 days. We may reclaim, rename, or retire a slug that infringes a third party’s rights, is misleading, violates these Terms, or is abandoned.

7.2 Tenant scoping. Each store is scoped as tenant data within shared infrastructure. You are responsible for the configuration and content of stores you operate and for not attempting to access another tenant’s data.

8. Fees, billing, and payouts

8.1 Fees. Building and launching a store on the Platform is currently free; Merch365 earns its margin on merchandise sold through the storefronts. We may introduce Platform, subscription, or transaction fees in the future, in which case current pricing will be presented in the Platform at the point of purchase before you incur a charge. Any fees are processed through our payment processor (Stripe) and are non-refundable except as required by law or expressly stated.

8.2 Merchant of record; payouts. For consumer purchases on the storefronts, Merch365 is the merchant of record (see the Storefront Terms). Where Merch365 remits proceeds or revenue shares to a creator, organization, or fulfillment partner, those payouts are made via Stripe Connect (connected accounts / destination charges) and are governed by a separate Creator/Payout Agreement. You are responsible for providing accurate payout and tax information (e.g., Form W-9 / W-8 where applicable).

8.3 Taxes on your account. You are responsible for any taxes on amounts payable by you to Merch365 for Platform use, exclusive of taxes on our income. Sales/transaction tax on consumer storefront orders is handled under the Storefront Terms.

9. Third-party services and links

The Platform integrates with third-party services (including Stripe, hosting and infrastructure providers, email, and analytics — see Subprocessors) and may contain links to third-party sites. We do not control and are not responsible for third-party services or sites, and your use of them is governed by their terms. Your use of Stripe-powered payment features is also subject to Stripe’s applicable terms.

10. Intellectual property in the Platform

Except for Your Content, all rights in the Platform and its content — including software, designs, text, graphics, and the Merch365 name, logo, and marks — are owned by Merch365 or its licensors. No rights are granted except the limited license in Section 3.1. All Merch365 marks displayed on the Platform are our property; other marks belong to their respective owners and may not be used without permission.

11. Copyright complaints (DMCA)

Merch365 stores material at the direction of users and responds to notices of claimed copyright infringement under the Digital Millennium Copyright Act. Our designated agent, notice format, counter-notice process, and repeat-infringer policy are set out in the DMCA & IP Complaint Policy.

12. Disclaimers; liability; disputes

12.1 Disclaimers. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND MERCH365 AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT AUTOMATED OUTPUT WILL BE ACCURATE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO PARTS MAY NOT APPLY TO YOU.

12.2 Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCH365 AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA. OUR TOTAL LIABILITY ARISING FROM OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU PAID US FOR THE PLATFORM IN THE 12 MONTHS BEFORE THE CLAIM, OR (b) US $100. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT APPLY TO YOU. (This cap governs use of the Platform; refunds and remedies for merchandise purchased on a storefront are governed by the Storefront Terms and the Shipping, Returns & Refunds Policy.)

12.3 Indemnification. You will indemnify and hold harmless Merch365 and its officers, employees, and agents from any third-party claim, demand, loss, or cost (including reasonable attorneys’ fees) arising from (a) Your Content, (b) your use of the Platform, (c) merchandise you design, launch, or sell, (d) your violation of these Terms, or (e) your violation of any law or third-party right (including any trademark, copyright, publicity, or privacy right). We will notify you of the claim, may assume exclusive defense and control at your expense, and you will not settle without our prior written consent.

12.4 Term and termination. These Terms apply while you use the Platform. We may suspend or terminate your access (including your Account) at any time for any reason, including for violation of these Terms. Sections 3.2, 4.2–4.6, 6, and 10–13 survive termination. Termination of the Platform Account does not by itself cancel obligations relating to orders already placed on a storefront.

12.5 Dispute resolution; arbitration; class-action waiver. Disputes are resolved by binding individual arbitration, subject to an informal-dispute-resolution requirement, class-action and jury-trial waivers, a batch-arbitration procedure, and a 30-day right to opt out — all set out in Annex A — Arbitration Agreement below. Governing law: the Federal Arbitration Act governs the arbitration agreement; these Terms are otherwise governed by the laws of the State of Delaware without regard to conflict-of-laws rules. To opt out of arbitration, follow Annex A §(i) within 30 days of first becoming subject to it.

13. General

13.1 Changes. We may revise these Terms. For material changes we will provide notice (by email to your Account address and/or a prominent Platform notice). Continued use after the effective date constitutes acceptance. We log the version and timestamp of the Terms in effect at each assent event.

13.2 Electronic communications. You consent to receive communications from us electronically, and agree they satisfy any legal requirement that they be in writing. This does not affect your non-waivable rights.

13.3 Export. You agree not to export or re-export the Platform or related data in violation of U.S. export-control or sanctions laws.

13.4 Assignment; entire agreement; severability. You may not assign these Terms without our consent; we may assign freely. These Terms (with the documents they incorporate) are the entire agreement regarding the Platform. If any provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. Section headings are for convenience only. “Including” means “including without limitation.” The parties are independent contractors.

13.5 California complaints. California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or (800) 952-5210.

13.7 Contact.

Merch365, Inc. · Attn: Legal 131 Continental Dr, Suite 305 Newark, Delaware 19713 Telephone: (248) 202-7068 Email: legal@merch365.ai · hello@merch365.ai

Annex A — Arbitration Agreement

This Annex is the arbitration agreement referenced in Section 12.5. The Storefront Terms of Sale & Use incorporate it by reference.

(a) Applicability. Any dispute between you and the Company Parties relating in any way to the Platform, the services, or these Terms will be resolved by binding arbitration, except that (1) either party may bring qualifying individual claims in small-claims court, and (2) either party may seek equitable relief in court for infringement or misuse of intellectual property. This agreement survives termination and applies to claims arising before acceptance.

(b) Informal dispute resolution. Before commencing arbitration, the parties will meet and confer in good faith by phone or video within 45 days after written notice. Notice to Merch365 goes to legal@merch365.ai or 131 Continental Dr, Suite 305, Newark, Delaware 19713, and must include your name, contact details, counsel (if any), and a description of the dispute. This conference is a condition precedent to arbitration; limitations periods are tolled during the process.

(c) Rules and forum. The Federal Arbitration Act governs. Arbitration is administered by JAMS under its Streamlined Rules (amounts under $250,000) or Comprehensive Rules (otherwise), conducted in the county where you reside unless batched. The arbitrator may order a limited, reasonable exchange of information. Proceedings and exchanged materials are confidential.

(d) Authority of arbitrator. The arbitrator decides all issues subject to arbitration except: the class/representative-waiver challenges, arbitration-fee payment disputes, condition-precedent disputes, and which version of this agreement applies — each reserved to a court. The arbitrator may award any individual relief a court could and issues a reasoned written award. Judgment may be entered in any court of competent jurisdiction.

(e) Jury-trial waiver. EXCEPT AS STATED IN (a), YOU AND THE COMPANY PARTIES WAIVE ANY RIGHT TO SUE IN COURT AND TO A JURY TRIAL, ELECTING ARBITRATION INSTEAD.

(f) Class/representative waiver. EXCEPT AS PROVIDED IN (h), CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION. If this waiver is finally held unenforceable as to a particular claim, that claim is severed and litigated in the state or federal courts located in Delaware; all other claims remain in arbitration.

(g) Fees and costs. Each party bears its own attorneys’ fees except as provided by the JAMS rules, applicable law, or a frivolousness finding under FRCP 11(b) standards. A party that must compel arbitration may recover the reasonable costs of doing so.

(h) Batch arbitration. If 100+ substantially similar Requests are filed by or with the same firm/organization within a 30-day window, JAMS administers them in batches of 100 with one arbitrator, one fee set per side per batch, and one award per batch. An Administrative Arbitrator (paid by Merch365) resolves disputes about applicability. This does not authorize class or mass arbitration.

(i) 30-day right to opt out. You may opt out of this Arbitration Agreement by sending written notice within 30 days of first becoming subject to it to 131 Continental Dr, Suite 305, Newark, Delaware 19713, or legal@merch365.ai, stating your name, address, and a clear statement that you opt out. Opting out does not affect the rest of these Terms.

(j) Severability; limitations. Except for the class/representative waiver, if any part of this agreement is invalid, the remainder stays in effect. Claims must be initiated within the applicable limitations period.

(k) Future changes. If we materially change this Arbitration Agreement, you may reject the change within 30 days by writing to the address/email above; otherwise continued use constitutes acceptance. We honor prior valid opt-outs.