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Merchant Platform & Services Agreement

This Merchant Platform & Services Agreement (“Agreement”) is entered into by and between the Company identified below (“Company”) and the merchant, business, business owner, creator, entrepreneur, organization, or legal entity accepting this Agreement (“Merchant”).

This Agreement governs Merchant’s access to and use of the Company’s merchant platform, brand store infrastructure, ecommerce services, print-on-demand services, fulfillment services, integrations, subscriptions, support services, optional marketing services, business credit reporting-related activity, and all related products and services provided by the Company.

By accessing the Platform, activating a Store, submitting onboarding materials, checking an acceptance box, authorizing payment, paying invoices, accepting Services, using integrations, or otherwise participating in the Platform or Services, Merchant agrees to be bound by this Agreement.

ARTICLE 1 — DEFINITIONS

1.1 “Company”

“Company” means ROSSON ENTERPRISES LLC d/b/a Branded Apparel Club, including its owners, officers, employees, contractors, affiliates, vendors, suppliers, agents, successors, assigns, and approved third-party providers.

1.2 “Merchant”

“Merchant” means the business owner, creator, entrepreneur, organization, entity, or individual using the Platform or Services.

1.3 “Platform”

“Platform” means the ecommerce infrastructure, merchant dashboard, systems, tools, software, hosting environment, integrations, workflows, fulfillment systems, operational systems, and related services provided by the Company.

1.4 “Brand Store”

“Brand Store” means the Merchant’s ecommerce storefront, merch store, online ordering portal, branded sales experience, or related online sales infrastructure provided or managed by the Company.

1.5 “Services”

“Services” means all services provided by the Company including but not limited to:

1.6 “Print-On-Demand Services”

“Print-On-Demand Services” means on-demand product production and fulfillment services where products are produced after customer purchase.

1.7 “Store Management Services”

“Store Management Services” means optional operational support services which may include:

1.8 “Digital Marketing Services”

“Digital Marketing Services” means optional services related to:

1.9 “Content”

“Content” means all logos, designs, graphics, images, slogans, trademarks, photos, videos, artwork, copy, mockups, files, brand assets, marketing materials, and related materials submitted by Merchant.

1.10 “Intellectual Property”

“Intellectual Property” includes copyrights, trademarks, service marks, trade names, slogans, trade dress, designs, likeness rights, publicity rights, proprietary systems, workflows, methods, software, trade secrets, and related legally protectable rights.

1.11 “Confidential Information”

“Confidential Information” means all non-public information disclosed or made available by the Company including:

1.12 “Business Credit Reporting Activity”

“Business Credit Reporting Activity” means eligible account activity associated with qualifying Company services which may be furnished to participating business credit reporting agencies utilized by the Company.

ARTICLE 2 — PLATFORM ACCESS & ELIGIBILITY

2.1 Good Standing Requirement

Access to the Platform, Brand Store, Services, integrations, fulfillment systems, support services, reporting-related services, and related operational infrastructure requires an active account in good standing with the Company.

An account may be considered not in good standing due to:

2.2 Suspension Rights

The Company may suspend, restrict, limit, or terminate access to any portion of the Platform or Services if Merchant’s account is not in good standing.

The Company shall not be liable for interruptions, downtime, missed sales, reporting interruptions, fulfillment delays, or related damages arising from account suspension or restriction.

ARTICLE 3 — MEMBERSHIP, PLATFORM ACCESS & RENEWAL TERMS

3.1 Membership Requirement

Access to the Platform, Brand Store infrastructure, hosting services, maintenance services, reporting-related services, support services, fulfillment systems, integrations, and related operational Services requires an active Branded Apparel Club membership account in good standing unless otherwise approved by the Company in writing.

Merchant acknowledges that participation in the Platform and Services is subject not only to this Agreement, but also to the Company’s applicable Membership Terms, Privacy Policy, billing policies, operational policies, and related program terms, all of which are incorporated into this Agreement by reference.

3.2 Included Membership Term

Unless otherwise stated in writing, the Brand Store Launch Package includes one (1) year of Branded Apparel Club membership access beginning on the date of account activation or service commencement.

3.3 Automatic Renewal

Following the initial membership term, Merchant’s membership shall automatically renew annually unless canceled in accordance with Company policies.

Merchant authorizes the Company to automatically charge the payment method on file for applicable:

3.4 Continued Access Dependency

Merchant acknowledges that continued membership, recurring payments, and active account status are required to maintain access to:

Failure to maintain an active membership account in good standing may result in suspension, restriction, disconnection, deactivation, or termination of Platform access and related Services.

3.5 Company Rights Regarding Membership Terms

The Company may modify membership pricing, renewal pricing, included features, support offerings, operational benefits, reporting relationships, or Service structures upon reasonable notice in accordance with this Agreement.

Merchant is solely responsible for maintaining accurate billing information and authorized payment methods associated with the account.

ARTICLE 4 — STORE SETUP & LAUNCH SERVICES

4.1 Setup Services

The Company may provide:

4.2 Merchant Responsibilities

Merchant agrees to provide:

Merchant is solely responsible for reviewing all submitted:

4.3 Revisions

Unless otherwise agreed in writing, the Company may limit revisions and may charge additional fees for excessive revisions, rebranding requests, repeated changes, unclear direction, or expanded project scope.

ARTICLE 5 — THIRD-PARTY PLATFORM INTEGRATIONS

5.1 Platform Integrations

Merchant may authorize the Company to integrate with third-party ecommerce or technology platforms including but not limited to:

5.2 Authorization

Merchant authorizes the Company and its approved contractors, software providers, and partners to access Merchant’s store, APIs, applications, and related systems solely for purposes related to the Services.

5.3 Third-Party Platform Disclaimer

Merchant acknowledges that third-party platforms operate independently from the Company.

The Company shall not be liable for:

ARTICLE 6 — FULFILLMENT & OUTSOURCED SERVICES

6.1 Fulfillment Services

The Company may coordinate:

6.2 Third-Party Providers

Merchant acknowledges and agrees that the Company may utilize:

6.3 Limitation Related to Third Parties

The Company shall not be liable for delays, outages, interruptions, errors, losses, or damages caused by:

The Company agrees to reasonably cooperate in good faith regarding disputes involving outsourced services.

ARTICLE 7 — STORE MANAGEMENT & DIGITAL MARKETING SERVICES

7.1 Optional Managed Services

Merchant may purchase optional Store Management Services and/or Digital Marketing Services.

These services may include:

7.2 No Guaranteed Results

The Company does not guarantee:

7.3 Advertising Platforms

Marketing services may involve third-party advertising platforms including:

The Company shall not be liable for:

ARTICLE 8 — BILLING, NET 30 TERMS & AUTOMATIC PAYMENTS

8.1 Billing Structure

Merchant acknowledges that ongoing access to the Platform and Services may require:

8.2 Net 30 Terms

Unless otherwise agreed in writing, monthly hosting and maintenance services are invoiced on Net 30 payment terms.

8.3 Automatic Billing Authorization

Merchant authorizes the Company to charge approved payment methods on file for recurring fees and outstanding balances associated with the Merchant account.

8.4 Grace Period

The Company may provide a grace period of up to fifteen (15) calendar days following the invoice due date before initiating suspension or restriction actions.

8.5 Suspension for Nonpayment

If payment remains unpaid beyond the applicable grace period, the Company may:

8.6 Collections

Merchant agrees that unpaid balances may be referred to:

Merchant agrees to cooperate reasonably with collection efforts.

ARTICLE 9 — BUSINESS CREDIT REPORTING

9.1 Reporting Eligibility

Only qualifying account activity designated by the Company may be considered for activity-based business credit reporting.

Eligible activity may include qualifying:

9.2 Excluded Transactions

The Company does not report:

9.3 No Guarantees

The Company does not guarantee:

9.4 Merchant Authorization

Merchant authorizes the Company to furnish eligible account activity information to participating business credit reporting agencies utilized by the Company.

ARTICLE 10 — RETURNS, EXCHANGES & CUSTOMER ORDERS

10.1 Custom Product Policy

Because many products are custom-made or produced on demand, sales are generally final unless otherwise required by law or approved by the Company.

10.2 Eligible Claims

Returns, exchanges, or replacements may be considered for:

10.3 Excluded Claims

Returns may be denied for:

ARTICLE 11 — CHARGEBACKS & PAYMENT DISPUTES

Merchant may be responsible for:

The Company may offset such amounts against future payouts or amounts owed to Merchant.

ARTICLE 12 — INTELLECTUAL PROPERTY

12.1 Merchant Warranties

Merchant represents and warrants that Merchant owns or is legally authorized to use all submitted Content.

Merchant is solely responsible for:

12.2 Company Not Responsible for Verification

The Company has no obligation to investigate or verify ownership rights related to submitted Content.

12.3 Company Intellectual Property

Merchant acknowledges that the Company retains ownership of:

ARTICLE 13 — CONFIDENTIALITY & TRADE SECRETS

Merchant agrees that all Confidential Information disclosed by the Company is proprietary and confidential.

Merchant shall not disclose, copy, exploit, distribute, teach, share, sell, reverse engineer, or misuse any Confidential Information.

Unauthorized disclosure or misuse constitutes a material breach of this Agreement.

The Company may seek injunctive relief and damages for violations of this section.

ARTICLE 14 — TERMINATION & PLATFORM GOVERNANCE

The Company may suspend, restrict, or terminate access to the Platform or Services at any time, with or without notice, for any reason or no reason, including but not limited to:

ARTICLE 15 — MODIFICATION OF TERMS

The Company reserves the right to modify, revise, suspend, replace, or update this Agreement, Platform terms, Services, pricing, commission structures, reporting relationships, subscriptions, policies, or operational procedures at any time.

Updated terms may be provided through:

Continued use of the Platform or Services after updated terms become effective constitutes acceptance of the updated terms.

BILLING AUTHORIZATION & RECURRING CHARGES

The Client authorizes Branded Apparel Club to charge the recurring monthly hosting and support fee of $49.99 beginning on the date of signup. Billing will automatically recur monthly on the anniversary date of enrollment unless canceled in accordance with this agreement.

By completing checkout, the Client acknowledges and agrees to the recurring billing terms outlined in this agreement.

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The Branded Apparel Club Affinity Program is a featured benefit of membership of the Branded Apparel Club offering members exclusive discounts from participating corporate partners such as UPS, HP, Budget, Avis, Office Depot, Constant Contact and Nav to name a few.

Step 1: Join the club to access premium apparel brands at wholesale rates, custom print & embroidery services and many other benefits.

Step 2: Browse our products to select your preferred styles and colors

Step 3: Quickly create mockups by uploading or creating your own designs with our user friendly design tool or hire our professional graphic designers to create a quality custom design or make alterations to existing images and designs.

Step 4: Choose the sizes and quantities you need, checkout & let us handle the rest.

Refunds for membership fees are eligible for members who have not approved a quote or placed a deposit on an order at any time during their membership period. Once a quote has been approved or a deposit has been placed on an order, your order immediately progresses to the production phase, thus waiving your eligibility for a membership fee and/or deposit refund in some cases as production begins immediately after the approval and/or deposit has been received.

Yes. Members can cancel their membership at any time by simply submitting a ticket. Please include the name of your business in your request. Please allow 1-2 business days to process your request.

Yes! Our affiliates receive $20 for every successful new member referred via their referral custom referral link generated inside their affiliate portal. Non Branded Apparel Club members are eligible to participate in our affiliate program but we strongly recommend affiliates become a member to receive full benefits such as discounted entry to events hosted by Branded Apparel Club nationwide plus more.

Whether you want Gildan, Jerzees, Hanes, Fruit of the loom, American Apparel or any other brand, you name it we carry it. By becoming a member. you gain instant access to the hundreds of brands we carry at wholesale rates.

Yes, we offer a wide range of premium pre-decorated apparel products (minimum pre-decorated orders = $100 before shipping & taxes).

Yes, once you are a member you can purchase premium apparel brands at wholesale rates (minimum blank orders = $250 before shipping & taxes).

We offer a wide variety of garments to choose from for your custom printing needs such as hoodies, sweatshirts, hats, safety vests, tote bags, aprons plus much more. We carry women and youth garments with sizes ranging from extra small to 6X. Our full catalog website can be viewed upon becoming a member.

Simply login to your account & select your garment of choice in the “Design Your Own” section of the member portal. Once your garment is selected, click “Start Designing” to upload or create a design from scratch with our user-friendly design tool.

Our minimum order quantity for custom printed apparel is 12 items per design. For blank apparel orders, there is a minimum order amount of $250 required. For Pre-Decorated orders the minimum order amount is $100 before shipping & taxes.

We use commercial grade embroidery, sublimation, direct to garment, and screen printing equipment to create high quality custom apparel and other products. We are a true one-stop decoration shop who can handle orders that range from 12 to 1000s.

Upon becoming a member, you will gain instant access to our full catalog website with wholesale pricing. On this members-only website you can shop our wide range of products, upload a design or create a design with our user-friendly design tool. To bill your order to your account, select “add to account” during checkout.

We pride ourselves on being transparent with our members. There are no hidden or extra fees associated with becoming a member. As a member you are only charged the annual $69.99 annual membership fee and normal costs associated with your order.

We report to CreditSafe, Cortera (Moody’s Analytics), and we just acquired one of the MAJOR business credit bureaus — exclusive to Branded Apparel Club members.

Due to our confidentiality agreement with this bureau, we can only disclose the name to active members. However, you’re welcome to call us to inquire before signing up — we’re happy to answer your questions.

We submit reports during the first week of each month, covering any accounts with balances due from the prior month. It’s a great way to strengthen your business credit while growing your brand.

Yes, all members have the option to place orders on net 30 terms. During the checkout portion of your order, select “add to account” to bill your order to your account. Orders for new members will require a 50% deposit. The remaining balance will be due in 30 days. Complete our application to become a member.

Members enjoy the benefits of access to premium apparel brands at wholesale rates (no up charge on garments), quality print services, exclusive members savings via our affinity program plus much more.

To become a member, simply pay our $69.99 membership fee which grants you access to premium brands and wholesale rates.

To become a member you must have a valid tax ID number. Our members include businesses in the trucking, construction, food and hospitality, law, credit, real estate, hair, landscaping, entertainment, and advertising industries, plus more!

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