Seller Agreement

1. Agreement and definitions

Effective date: November 1, 2026. This Seller Agreement ("Agreement") is a binding contract between Merchroad LLC, a Kentucky limited liability company ("MerchRoad," "we," "us"), and the person or business that opens a shop ("Seller," "you").

PLEASE READ SECTION 18. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION, WAIVES JURY TRIALS AND CLASS ACTIONS, AND EXPLAINS HOW TO OPT OUT.

1.1 Acceptance. You accept this Agreement by checking the acceptance box when you create a shop, by activating a shop, or by listing or selling any product, whichever happens first. If you accept on behalf of a business, you represent that you have authority to bind it, and "you" means that business.

1.2 Incorporated terms. This Agreement incorporates the Terms of Service, the Privacy Policy, the Fee Schedule, and any production partner content rules shown in the dashboard (together, the "Policies"). If this Agreement conflicts with the Terms of Service, this Agreement controls as to your activities as a Seller.

1.3 Definitions.

"Platform" means MerchRoad's websites, shops, marketplace, embeds, dashboard, APIs and related services.
"Buyer" means anyone who purchases a product from your shop.
"Order" means a Buyer's confirmed purchase of one or more of your products.
"Seller Content" means every design, image, file, text, trademark, product description and other material you upload or provide.
"Fee Schedule" means the fees, commissions, release times, payout minimums and refund windows shown in your dashboard, as updated under Section 19.
"Earnings" means the amount credited to your ledger for an Order after fees, costs, discounts, refunds and adjustments.
"Production Partner" means the third party that manufactures and ships print-on-demand products.
"Payment Processor" means Stripe, Inc. and its affiliates, or any successor processor MerchRoad designates.

1.4 Electronic communications. You consent to receive this Agreement, notices, tax forms and other communications electronically, through the dashboard or by email to the address on your account. Electronic notices satisfy any legal requirement that a communication be in writing.

2. Eligibility

2.1 You must be at least 18 years old (or the age of majority where you live, if higher) and legally able to enter contracts.

2.2 You may not open a shop if you, or anyone who owns or controls your business, are on a U.S. government sanctions or restricted-party list, or are located in a country subject to comprehensive U.S. sanctions.

2.3 One shop per account. You may not open a new account to avoid a suspension, closure, negative balance or limit we have applied.

2.4 We may refuse, limit or decline to activate any shop in our discretion, subject to applicable law.

3. Your account, verification and promises

3.1 Account information. You will provide a shop name and slug, branding, and accurate, current contact and business information, and keep it updated. Your shop becomes public once you activate it and have at least one published product.

3.2 Verification. You authorize MerchRoad and the Payment Processor to verify your identity, business and bank information, including through third-party services. Where the INFORM Consumers Act or similar laws apply to you as a high-volume seller, you will provide and annually certify the information those laws require, and we may display required details to Buyers and suspend payouts until you comply.

3.3 Security. You are responsible for all activity under your account, including by team members, affiliates or tools you authorize. Keep your credentials confidential and tell us promptly at legal@merchroad.com if you suspect unauthorized access.

3.4 Independent seller. You are an independent business, not an employee, agent, partner or joint venturer of MerchRoad. You decide what to sell and at what price. Except as stated in Section 7.1, neither party may bind the other.

3.5 Your representations and warranties. You represent and warrant, on acceptance and on every listing and sale, that:

the information you give us is true, complete and current;
you own or have all rights, licences and consents needed for your Seller Content and products, and their use on the Platform will not infringe or misappropriate anyone's intellectual property, publicity or privacy rights;
your products, listings and conduct comply with all applicable laws, including consumer protection, advertising, product safety, labelling, export, sanctions, privacy and tax laws;
your product descriptions, claims (including "Made in USA," organic, safety and health claims) and pricing are truthful and not misleading;
you will not post fake reviews, manipulate rankings or pay for undisclosed endorsements; and
you are not acting on behalf of a person barred from the Platform.

4. How you sell and list

4.1 Seller of record. You are the seller of record for every product sold in your shop, including print-on-demand products. Each sale is a contract between you and the Buyer. MerchRoad is not a party to it, except for the payment and support services described here.

4.2 Print-on-demand. You choose a catalogue product, upload a design and set the retail price. The Production Partner manufactures and ships each Order. Before you publish, the dashboard shows "Your cost" (production cost, MerchRoad's platform fee and any catalogue markup). Your Earnings on each Order are the retail price minus that cost, as recorded at checkout. Product availability, materials, colours and print placement may vary within normal manufacturing tolerances.

4.3 Seller-shipped. You list your own stock with accurate photos, prices, quantities and a shipping profile. You pack and ship each Order within the handling time you set, using a carrier that provides real tracking, and add tracking when you ship.

4.4 Digital downloads. You upload files that Buyers receive by a personal link after payment, with the download limit and expiry you set. You are responsible for the licence terms you grant Buyers, and your files must be free of malware and work as described.

4.5 Accuracy and inventory. Keep listings, stock levels and shipping profiles accurate. The Platform prevents overselling only up to the quantities you enter; you bear the cost of cancellations caused by inaccurate stock.

4.6 Checkout. You will not direct Buyers who found you through the Platform to complete a purchase off-Platform to avoid fees, and you will not add surcharges at checkout that are not shown in the listing.

5. Content and product rules

5.1 Prohibited items and content. You may not list or upload anything that is:

infringing, counterfeit, or uses another's trademark, likeness or copyrighted work without permission;
hateful, harassing, threatening, or promotes violence or discrimination;
sexually explicit, or sexualizes minors in any way;
dangerous, recalled, or banned or restricted by law, including weapons, drugs and drug paraphernalia, and regulated goods you are not licensed to sell;
fraudulent, deceptive, or misdescribed;
in breach of the Production Partner's content rules or the Payment Processor's restricted business list; or
otherwise unlawful, or harmful to Buyers, MerchRoad or the Platform, as we reasonably determine.

5.2 Product safety. For seller-shipped products, you are responsible for product safety testing, certifications, warnings and labels required by law (including children's product rules, CPSIA certificates and California Proposition 65 warnings, where they apply). You will tell us within 2 business days of any recall, safety incident or regulator inquiry involving your products and cooperate in any removal or Buyer notice.

5.3 Enforcement. We may, without liability, remove or unpublish any listing, hide or limit a shop, cancel Orders, or withhold Earnings tied to content or products we reasonably believe break this Agreement, the Policies or the law. We will tell you the reason unless the law, a court or a safety or fraud concern prevents it. We have no obligation to monitor Seller Content, and our decision not to act on one violation does not waive our right to act on others.

6. Fees

6.1 Fees by selling method.

Method	What you pay
Print-on-demand	Production cost plus MerchRoad's platform fee and any catalogue markup, shown as "Your cost" before you publish and recorded on each Order
Seller-shipped	Commission on the item subtotal (shipping is not commissionable), plus that Order's payment processing fee
Digital	Commission on the item subtotal, plus that Order's payment processing fee

6.2 Fee Schedule. Current rates are in the Fee Schedule in your dashboard, which forms part of this Agreement. We may change fees for future Orders on at least 14 days' notice in the dashboard. Each Order keeps the fees that applied when it was placed.

6.3 Discounts. Discounts you create are funded by you and reduce your Earnings on that Order, but not below zero.

6.4 Deduction. You authorize us to deduct all fees, costs and amounts you owe from Buyer payments before crediting Earnings.

7. Payments and payouts

7.1 Limited payment collection agent. You appoint MerchRoad as your limited agent solely to receive Buyer payments on your behalf. A Buyer's payment to MerchRoad satisfies the Buyer's payment obligation to you, even if we fail to pay you. You will not seek payment from a Buyer for an amount MerchRoad has received.

7.2 Payment Processor. To receive payouts, you must connect a Stripe account from the Payouts page and accept the Payment Processor's terms, including the Stripe Connected Account Agreement. The Payment Processor collects your identity and bank details; MerchRoad does not see them. We are not responsible for the Payment Processor's acts, delays or holds.

7.3 When Earnings become available. Earnings are recorded in your ledger when payment is confirmed and become available:

Print-on-demand: 7 days after the Order ships.
Seller-shipped: after the buffer period in the Fee Schedule following carrier-confirmed delivery, or after the fallback period following shipment if tracking never updates.
Digital: after the refund window (currently 7 days).

7.4 Payout schedule. We send payouts weekly on Friday (U.S. Eastern) for available balances of at least $25. Smaller balances roll over. Payouts can be delayed by bank holidays, the Payment Processor or a hold under Section 7.5.

7.5 Holds and reserves. We may hold payouts, or keep a reserve of your Earnings, if we reasonably believe it is needed to cover refunds, chargebacks, fraud, legal claims, a breach of this Agreement, unusual sales activity or an elevated risk of negative balances. We will tell you in the dashboard and release the funds when the risk ends. After your shop closes, we may hold Earnings for up to 180 days to cover later refunds and chargebacks.

7.6 Set-off and recovery. We may set off any amount you owe MerchRoad (including negative balances, refunds, chargebacks, fees, fines, penalties and indemnity amounts) against any Earnings or reserve. If your balance stays negative for 30 days, you will pay it on demand, and you authorize us and the Payment Processor to debit your connected account or payment method on file for it, as the processor's rules allow. You are responsible for reasonable costs of collection, including attorneys' fees.

7.7 Errors. Tell us of any payout error within 60 days of the payout date, or the payout is final. We may correct overpayments at any time by set-off or invoice.

7.8 Unclaimed funds. If you never connect a payout account or we cannot pay you, we will hold your Earnings and, where required, report them as unclaimed property under applicable law.

8. Taxes

8.1 Your taxes. You are responsible for all taxes on your sales and Earnings, including income tax, VAT/GST and any sales or use tax we are not required to collect.

8.2 Marketplace facilitator. Where the law requires, MerchRoad will calculate, collect and remit sales, use, VAT or similar taxes on Orders as a marketplace facilitator. You will not separately collect tax on those Orders.

8.3 Tax forms and withholding. You will provide a valid Form W-9 or W-8 (or equivalent) when asked. We will issue Forms 1099-K or other forms where the law requires, and may withhold amounts (including backup withholding) from Earnings if the law requires it or you fail to provide tax information.

9. Fulfillment, refunds and disputes

9.1 Seller-shipped fulfillment. You will ship every Order within your stated handling time with valid tracking. Late, unshipped or untracked Orders may be cancelled and refunded at your cost, and repeated failures can lead to holds, reduced visibility, suspension or closure.

9.2 Print-on-demand fulfillment. MerchRoad and the Production Partner handle replacements for damaged, misprinted or lost print-on-demand items. Production times are estimates, and neither MerchRoad nor the Production Partner is liable to you for delays.

9.3 Buyer support. For seller-shipped and digital Orders, you handle first contact with the Buyer and respond within 2 business days. MerchRoad may step in at any time and may decide a Buyer's request, including by issuing a refund, and you agree to be bound by that decision.

9.4 Refund policy. You will honour the Platform's minimum refund standards and any more generous policy you publish. A full refund of a digital Order ends the Buyer's download access.

9.5 Effect of refunds. A refund reduces your Earnings on that Order in proportion. If those Earnings were already paid out, your ledger goes negative and Section 7.6 applies.

9.6 Chargebacks. When a Buyer files a card dispute, we deduct your share of the Order while it is open and add it back if the dispute is won. You will provide evidence we request within 5 business days. MerchRoad currently absorbs the card network's dispute fee; we may pass it through on 14 days' notice. Shops with a dispute rate above the Payment Processor's thresholds may be held, reserved or closed.

9.7 Fraud. We may cancel, refund or hold any Order we reasonably suspect is fraudulent. You bear losses from Orders you ship after we flag them, or from fraud you cause or participate in.

10. Intellectual property

10.1 You keep ownership. You retain all rights in your Seller Content, subject to the licence below.

10.2 Licence to MerchRoad. You grant MerchRoad and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable (to the Production Partner, Payment Processor and service providers) licence to host, reproduce, modify for formatting and printing, display, distribute and produce your Seller Content to: (a) operate your shop, the marketplace and embeds; (b) manufacture and fulfil Orders; and (c) promote your shop and the Platform in any media, including your name, trademarks and likeness as they appear in your shop. The licence lasts while your content is on the Platform and for a reasonable period after removal to complete pending Orders, resolve disputes and keep legally required records. Promotional materials already distributed need not be recalled.

10.3 MerchRoad's property. The Platform, its software, catalogue mock-ups, templates and the MerchRoad name and logo belong to MerchRoad or its licensors. You get only a limited, revocable right to use them to run your shop.

10.4 Feedback. If you send suggestions, we may use them without obligation to you.

11. Infringement claims

11.1 Notices. We respond to notices of alleged infringement under the Digital Millennium Copyright Act and similar laws. Send notices to our designated agent at legal@merchroad.com, or Merchroad LLC, Attn: DMCA Agent, 4358 Muhlhauser Rd., Fairfield, Ohio 45014. We may remove content on receipt of a notice and will tell you, with a copy of the notice where lawful.

11.2 Counter-notices. If you believe content was removed by mistake, you may send a counter-notice that meets the legal requirements. We may restore the content as the law permits.

11.3 Repeat infringers. We will terminate the shops of Sellers who are repeat infringers in appropriate circumstances, and may close a shop after a single serious violation.

12. Marketplace, affiliates and embeds

12.1 Marketplace. If you opt in, your published products may appear on MerchRoad's home and category pages. MerchRoad alone decides ranking, placement, featuring and removal, and does not guarantee any traffic or sales.

12.2 Affiliates. Affiliate commissions you set up are agreements between you and your affiliates. MerchRoad only tracks clicks and Orders for you and is not liable for affiliate payments, conduct or disclosures. You are responsible for ensuring your affiliates disclose their relationship with you as advertising law requires.

12.3 Embeds. Embeds on your website load from MerchRoad and link back to your shop. Do not alter, scrape, reverse engineer or interfere with the embed script or the Platform.

13. Buyer data, privacy and tracking tools

13.1 Buyer data. You may use Buyer data you receive (name, email, address and Order details) only to fulfil and support that Order and as the law allows. You may not use it for marketing without the Buyer's separate consent, sell it, or share it except with your shipping carrier and service providers bound to protect it.

13.2 Your obligations. You act as an independent controller of Buyer data you receive. You will comply with applicable privacy laws, keep the data secure, delete it when no longer needed, and notify us within 72 hours of any breach affecting it.

13.3 Your tracking tools. You may add your own Meta Pixel and Google Tag Manager to your shop. They load only on your shop pages and are your tools and your responsibility: you decide what they collect, and you must give visitors the notices and get the consents the law requires where they live. MerchRoad does not run them for you and is not responsible for how you configure them.

13.4 MerchRoad's tracking tools. MerchRoad runs its own Meta Pixel and Google Tag Manager across the Platform, including on your shop pages, after a visitor accepts MerchRoad's cookie banner. They receive page views and your shop's events (product views, add-to-cart, checkout starts and completed purchases, with products, quantities, values and order numbers) so MerchRoad can measure and advertise the marketplace and its shops. MerchRoad does not send Buyers' names, emails or addresses with these events. Visitors see MerchRoad's banner and can change their choice from your shop's footer. You consent to MerchRoad's tags running on your shop pages, and they do not change how your tags work.

14. Suspension and termination

14.1 By you. You may deactivate your shop at any time from Store settings. Open Orders must still be fulfilled and refunds and chargebacks still apply.

14.2 By MerchRoad, with notice. We may close your shop for any reason on 30 days' notice.

14.3 By MerchRoad, immediately. We may suspend or close your shop, limit features, or hold Earnings immediately if: (a) you breach this Agreement or the Policies; (b) we suspect fraud, infringement or illegal activity; (c) your dispute, refund or late-shipment rate is excessive; (d) the Payment Processor or Production Partner requires it; (e) you pose a risk to Buyers, MerchRoad or others; or (f) the law, a court or a regulator requires it. We will give notice and reasons where reasonable and lawful.

14.4 Effect. On closure: your listings come down; licences you granted continue only as stated in Section 10.2; available Earnings are paid on the normal schedule, less amounts we hold under Section 7.5 or set off under Section 7.6; and any negative balance is immediately due. You remain liable for all Orders, obligations and liabilities that arose before closure.

14.5 Survival. Sections 3.5, 7.5 to 7.8, 8, 9.5, 9.6, 10.2 (as limited), 10.3, 10.4, 13, 14.4, 14.5 and 15 to 20 survive termination.

15. Disclaimers

THE PLATFORM, PRODUCTION SERVICES AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, MERCHROAD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MERCHROAD DOES NOT GUARANTEE ANY LEVEL OF SALES, TRAFFIC, MARKETPLACE PLACEMENT OR EARNINGS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE. MERCHROAD IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF BUYERS, CARRIERS, AFFILIATES, THE PRODUCTION PARTNER OR THE PAYMENT PROCESSOR.

16. Limitation of liability

16.1 Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 Cap on MerchRoad's liability. MERCHROAD'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PLATFORM IS LIMITED TO THE GREATER OF (A) THE FEES MERCHROAD EARNED FROM YOUR SHOP IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) US$100. This cap does not limit our obligation to pay you Earnings that are properly due.

16.3 Exceptions. Sections 16.1 and 16.2 do not limit: (a) your indemnity obligations; (b) your liability for infringement, breach of Section 13, or amounts owed under Sections 6, 7 or 8; (c) either party's liability for fraud, gross negligence or wilful misconduct; or (d) liability the law does not allow to be limited.

16.4 Basis of the bargain. You agree these limits are a reasonable allocation of risk and reflect our fees, and that we would not offer the Platform without them.

17. Indemnification

17.1 Your indemnity. You will defend, indemnify and hold harmless MerchRoad, its affiliates, the Production Partner, and their officers, directors, employees and agents from any third-party claim, and all resulting losses, damages, fines, penalties, costs and reasonable attorneys' fees, arising from: (a) your products, including product liability, safety and recall claims; (b) your Seller Content, including infringement claims; (c) your breach of this Agreement or the law; (d) taxes you owe; (e) your use of Buyer data or your tracking tools; (f) your affiliates; or (g) your negligence or wilful misconduct.

17.2 Procedure. We will notify you promptly of a claim (delay relieves you only to the extent it prejudices you). We may control the defence of any claim at your expense, or let you control it with counsel we reasonably approve. You may not settle a claim that imposes any obligation or admission on MerchRoad without our prior written consent.

18. Dispute resolution, arbitration and governing law

18.1 Informal resolution first. Before starting arbitration or a lawsuit, the party with a dispute must send a written notice describing it and the relief sought (to MerchRoad at legal@merchroad.com; to you at your account email). The parties will try in good faith to resolve it for 60 days. Limitation periods are paused during that time.

18.2 Binding arbitration. Any dispute, claim or controversy arising from or relating to this Agreement, the Platform or your shop, including its formation, scope, enforceability or validity, will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The Federal Arbitration Act governs this Section 18. The arbitration will take place in Daviess County, Kentucky, or by video, and judgment on the award may be entered in any court with jurisdiction.

18.3 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek an injunction or other equitable relief in court to protect its intellectual property, confidential information or the security of the Platform, or to stop fraud.

18.4 Class action and jury waiver. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT SELLERS. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If this class waiver is found unenforceable for a claim, that claim must be heard in court, not arbitration, and stayed until the individual arbitration ends.

18.5 Mass filings. If 25 or more similar demands are filed by or with the help of the same counsel or coordinated group, they will be administered in batches of up to 25, with one arbitrator per batch, and the remaining demands held until each batch is decided. Fees for later batches are not due until that batch is administered.

18.6 Opt-out. You may opt out of this arbitration agreement by emailing legal@merchroad.com within 30 days after you first accept this Agreement, with your name, shop name and a clear statement that you opt out. Opting out does not affect any other term.

18.7 Time limit. To the fullest extent the law allows, any claim must be brought within one year after it arises, or it is permanently barred.

18.8 Governing law and venue. This Agreement is governed by the laws of the Commonwealth of Kentucky and applicable U.S. federal law, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. For any matter that proceeds in court, the parties submit to the exclusive jurisdiction of the state and federal courts located in Daviess County, Kentucky (or, for federal court, the U.S. District Court for the Western District of Kentucky).

19. Changes to this Agreement

19.1 We may update this Agreement or the Policies. For material changes, we will give at least 30 days' notice in the dashboard and by email, and the change takes effect on the stated date. Non-material changes, and changes required by law or to address fraud or security, may take effect sooner.

19.2 Changes never apply retroactively to Orders placed before their effective date. Changes to Section 18 do not apply to any dispute already noticed or pending.

19.3 If you do not agree to a change, close your shop before it takes effect. Continuing to list or sell after the effective date means you accept the change.

20. General

20.1 Entire agreement. This Agreement and the Policies are the entire agreement between us about selling on the Platform and replace all prior understandings on that subject.

20.2 Assignment. You may not assign or transfer this Agreement or your shop without our written consent. We may assign it to an affiliate or to a successor in a merger, acquisition or sale of assets, with notice to you.

20.3 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent possible and the rest of the Agreement remains in effect, except as stated in Section 18.4.

20.4 No waiver. Our failure or delay in enforcing a provision is not a waiver of it.

20.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, labour disputes, carrier or Production Partner failures, internet or utility outages, and government action. This does not excuse payment obligations.

20.6 Notices. We give notice through the dashboard or to your account email; it is effective when sent. You give legal notice to legal@merchroad.com with a copy to Merchroad LLC, Attn: Legal, 4358 Muhlhauser Rd., Fairfield, Ohio 45014; it is effective on receipt.

20.7 No third-party beneficiaries. Except for the indemnified parties in Section 17, no one else has rights under this Agreement.

20.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Agreement will not be construed against either party as its drafter.

20.9 Records. We may rely on our records and logs of acceptance, Orders, ledgers and communications as evidence in any dispute.

20.10 Contact. Questions: legal@merchroad.com.