MOQ1 Platform – Terms of Use
Last Updated: July 2024
Welcome to the MOQ1 Platform (the “Platform”). The Platform is a collaboration between Broder Bros., Co. dba alphabroder (“alphabroder”) and Bespoke Labs (together alphabroder and Bespoke Labs shall be referred to herein as the “MOQ1 Platform Providers”) to provide you, our valued customer (the “Dealer”), with an integrated online storefront creation, management, and fulfillment solution. The Platform empowers Dealers to create an unlimited number of customizable online storefronts (each, a “Shop”) and make those Shops available to their customers and/or customer end users (each, a “User”) to purchase decorated products. Every sale of a product from a Shop to a User generates a commission payable to the Dealer as further described below.
By registering for an account on the Platform, you accept these Terms of Use (the “Terms”). If you accept or agree to these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that legal entity to these Terms and, in such event, “Dealer” “you” and “your” will refer and apply to that legal entity. If you do not accept and agree to be bound by all of the provisions of these Terms, please do not use the Platform.
The Platform is a standalone offering which operates independently of the Dealer’s existing supply relationship with alphabroder. Any written agreements that Dealer may have regarding purchases of alphabroder products do not apply to purchases made from the Platform.
Account Information
Registration. You must register for an account to access and use the Platform. By registering for an account and/or accessing and using the Platform, you represent and warrant that you are: (a) a customer of alphabroder, (b) you have read, understand, and agree to be bound by these Terms, as may be amended from time to time, and (c) any information you provide to us, both when you register for an account and in the future, is and will be true, accurate, current, and complete.
Rep Accounts. Dealers are able to create subsidiary user accounts (“Rep Users”) under their primary Dealer account. Rep Users are able to create and manage Shops but are not granted the full administrative privileges of a Dealer.
Account Information. You are responsible for maintaining the confidentiality of all login credentials associated with your account. If a Rep User under your account is no longer associated with you or your organization, you are responsible for deactivating their login credentials. You may not share your account with anyone, and you agree to immediately notify us of any unauthorized use or disclosure of your login credentials by sending an email to support@moq1.com. You agree to keep all login credentials associated with your account secure. You agree that we may deny access, use, and/or registration privileges to any account of the Platform at any time and in our sole discretion, including if we have reason to believe an account was created with false information or otherwise used for fraudulent purposes. If you make changes to your settings or user permissions within the Platform, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately.
White Label Communication. The Platform is available only to Dealer customers of alphabroder. Direct communication between the Platform and end users is limited to transactional email notifications (e.g., order confirmations, shipping confirmation, order updates). When a shop is created the Dealer may have the ability to opt into marketing communications that will be sent to the end user on the Dealers behalf.
Restrictions and License Grant
License Grant. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable right and license to use the Platform to create Shops for your customers so that Users may place orders for decorated and/or customized products.
Restrictions. You shall not: (a) modify, copy, display, republish or create derivative works based on the Platform; (b) reverse engineer the Platform; (c) access or use the Platform to build a competitive product or service, or copy any ideas, features, functions or graphics of the Platform; (d) use the Platform in any way prohibited by applicable law or that would cause either party to violate applicable law including, but not limited to uploading, sending or storing: (1) spam or other duplicative or unsolicited messages; (2) infringing, obscene, threatening, libelous, or other unlawful material; (3) blocked services; or (4) viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (e) use the Platform to run automated queries to external websites; (f) interfere with or disrupt the integrity or performance of the Platform or the data contained therein; (g) attempt to gain unauthorized access to the Platform or their related systems or networks; (h) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Platform; (i) perform penetration or load testing on the Platform; or (g) conduct any public benchmarking or comparative study or analysis involving the Platform.
Platform Content
Submissions of Content. The Platform allows Dealers to create customizable products for Users using e-commerce technology, production and fulfillment services. All Storefronts are created and managed by the Dealer. The Dealer is responsible for managing and uploading all artwork and any other content for Storefronts. Artwork requirements that are required for the Platform can be found in the Platform’s Resource Center. The Dealer is responsible for securing all rights to use all content submitted to the Platform for the Storefronts, including its legality, reliability, accuracy and appropriateness that complies with all terms in the agreement.
License to Use the Content. Unless otherwise agreed by the parties, any content you submit to the Platform through your account remains the property of its owner. By posting, uploading or otherwise submitting content to the Platform, you grant us, and have secured from the content owner the right to grant us, a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, royalty-free, fully-paid up license to use such content solely to manufacture and provide the decorated products to Users and to make available certain features in the Platform for you to service your Users.
Right to Remove Content. While we are not responsible for content, we may, but have no obligation to, monitor, review or edit content. In all cases, we reserve the right to remove any content for any or no reason, including content that we determine in our sole discretion violates these Terms, threatens the personal safety of our users or the public, or could create liability for us. We may take these actions without prior notification to you and shall have no liability resulting from any such action.
Decoration Restrictions
You acknowledge and agree to abide by the decoration and distribution restrictions on various retail brands as follows:
Champion: Online sales of Champion products may be made only from your own website or another eligible, authorized customer website. The decoration of any Champion garment with the proprietary marks, names and logos of any professional or collegiate sports team or collegiate institution is expressly prohibited. Once purchased by you from the Platform, Champion products may only be resold in the United States.
Under Armour: The decoration of any Under Armour product with the proprietary marks, names and logos of any professional, semi-professional or collegiate sports team or collegiate institution is expressly prohibited. Dealers may not use terms such as ‘cheap’, ‘excess’, or liquidation’ in connection with the Under Armour products on any website linked to MOQ1 shops, in any advertisement, sponsored link, or any other on-line marketing as the foregoing would be inconsistent with the image of Under Armour as a premier brand. Dealers must not advertise or resell, directly or indirectly, Under Armour products to companies involved in the alcohol, tobacco, vaping, marijuana or pornography industries or any other company or industry subsequently indicated by MOQ1 Platform Providers, without prior written approval from MOQ1 Platform Providers. No modification to any Under Armour names, logos, trademarks or any other intellectual property is permitted under any circumstances. MOQ1 Platform Providers reserve the right to audit compliance with the above policies.
Licensing Considerations
Dealer acknowledges that sales of apparel decorated with collegiate logos requires Dealer to have appropriate licensing permission from third party license agencies. Dealer represents that it will not decorate, or cause to be decorated by a third party, product purchased from the Platform in violation of the collegiate logos license requirements. Dealer agrees to indemnify the MOQ1 Platform Providers from any claims against them by licensing agencies that sales of product from the Platform to Dealer violated the licensing requirements.
Order Processing, Pricing, and Payments
Order Processing. Users place orders directly from the Platform via one or more Shops. There is no need for Dealers to place orders on the Platform on behalf of Users. Orders submitted by Users on the Platform are fulfilled and shipped by the Platform directly to the User at the address designated during the checkout process. Shipping charges will be billed to the User at the time of checkout based on the service level (e.g., economy, expedited) selected by the User at checkout. All freight charges will be billed to the Platform using the Platform’s carrier shipping accounts. Shipping on Dealer or other third-party shipping accounts is not supported. Applicable sales and use taxes are charged at the time of checkout based on the User’s designated delivery address. Users will receive order confirmations and shipping confirmations with tracking information from the Platform via email.
Product Pricing. The selling prices for each product in a Shop are configurable by the Dealer. The Platform sets base prices for each product in each Shop, which the Dealer can increase by adding an additional markup (a “Markup”).
Collections from Users: Payment is made by the User at the point of sale via the Platform’s checkout process. The Platform accepts all major credit cards as well as PayPal. The merchant business name “MOQ1” will appear on Users’ credit card statements. Gift Cards and Discount Codes may also be offered to Users (please refer to the Resource Center for more information on Gift Cards and Discount Codes).
Dealer Commissions. Dealers earn commissions on every order placed on the Platform. Commissions on an order are equal to the Dealer’s base commission rate multiplied by the base price for each product in the order, plus 100% of all Markups. Dealers may allocate commissions to one or more “Payables” based on certain rules (please refer to the Resource Center for more information about Payables). Commissions are paid monthly via check and mailed to the address and recipient designated by the Dealer. Commissions payable must exceed $100 for a check to be issued. Commission checks for a given month will be issued on or about the 15th day of the following month. Dealers get one check with information on all Payables under their dealer account and the dealer is responsible for allocating these commissions to the appropriate recipient. Additional data about setting commission rates and reporting for Payables is available in the Resource Center.
Security
We utilize robust measures to ensure the protection of your sensitive information, particularly during credit card transactions. All credit card data transmitted through our platform is encrypted using SSL (Secure Sockets Layer) technology, which establishes a secure connection between your browser and our servers, preventing unauthorized access.
We adhere strictly to PCI DSS (Payment Card Industry Data Security Standard) compliance standards. This entails rigorous protocols for the secure storage, transmission, and processing of credit card information. Regular security assessments and audits are conducted to validate our compliance, ensuring continual enhancement of our security infrastructure.
Ownership and Feedback
Ownership of the Platform. We retain all intellectual property rights in and to the Platform (including all copyrights, patents, service marks, trademarks and any other proprietary rights), including, but not limited to any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. We also retain all proprietary marks, legends, patent and copyright notices that appear on the Platform (other than content submitted to the Platform via your account).
Feedback. You grant to us a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, royalty-free, fully-paid up license to copy, prepare derivative works from, improve, distribute, publish, remove, retain, add, process, analyze, index, tag, use and commercialize any request, comments, suggestion, recommendation, correction, or other feedback provided by you related to the Platform.
Third Party Applications
The Platform and Shops may directly or indirectly provide links to websites or applications and access to content, products and services from third parties, including other users, advertisers, affiliates and sponsors (“Third Party Applications”). Dealer acknowledges and agrees that (a) access and use of Third Party Applications may be subject to additional terms and conditions as made available by such third party providers, and (b) MOQ1 Platform Providers are not responsible for the availability or content of any such Third Party Applications, including any related opinions, advice, statements or advertisements. At any time, the MOQ1 Platform Providers may stop providing the Third Party Applications without entitling you to a refund or credit.
Privacy Policy
Our Privacy Policy is incorporated into and made part of these Terms by reference, and you hereby agree to the terms of the Privacy Policy. The Privacy Policy is at this link: https://home.moq1.com/privacy-policy/
Export Compliance
The Platform may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iran, Sudan, Syria, or North Korea or any countries that are subject to U.S. export restrictions, or anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Departments Table of Deny Orders are not permitted to use the Platform without prior written permission from MOQ1 Platform Providers once granted by the appropriate jurisdiction. By using the Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Your rights and obligations hereunder shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. You each shall certify that it shall not, directly or indirectly, export, re-export or transship products in such a manner as to violate such laws and regulations in effect from time to time. You shall indemnify and hold harmless Company from and against any and all losses, claims and expenses incurred by Company as a result of the breach of your obligations under this Section.
Term and Termination
Term. Your access to the Platform shall begin on the date you register for the Platform and shall continue until terminated in accordance with this Section.
Termination. You may terminate your access to the Platform at any time by deleting or deactivating your account. We reserve the right to monitor your use of the Platform and to suspend or terminate your use of the Platform as well as your use of any Shops without notice at any time for any reason in our sole discretion.
Effect of Termination. Upon the termination of these Terms, all license rights granted to you hereunder shall automatically and immediately cease. Prior to any termination of these Terms taking effect, you authorize the completion of any transactions in progress in relation to your Products, on the terms of these Terms. Termination of these Terms will take effect once these transactions have been completed.
Survival. All sections of these Terms that by their nature should survive termination shall survive, including without limitation, Order Processing, Pricing, and Payments, Ownership and Feedback, Indemnification, Disclaimer, Limitation of Liability, and General. Your obligation to pay us costs expressly survives the expiration or termination of this Agreement.
Indemnification
You agree to indemnify, defend and hold harmless us and each the MOQ1 Platform Providers and their officers, directors, employees, contractors, licensors, agents, representatives, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms, (b) content submitted to the Platform via your account, and (c) your use of the Platform and your Users’ use of the Shops.
Representations and Warranties
When you or your Rep Users upload content to the Platform you represent and warrant all of the following: (a) you or your Rep Users own all applicable rights in the content including, but not limited to, intellectual property rights and publicity rights or, if you or your Rep Users are not the owner, that you or your Rep Users have secured permission from the owner to display, reproduce, distribute, make, and sell and otherwise use the content in connection with the Platform; (b) the content will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trademark, patent or rights of privacy or publicity; (c) your use of the Platform will comply with all applicable laws; (d) all content is accurately titled, tagged and described; (e) the content does not contain material that defames or vilifies any person, people, races, religion or religious group and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable; (f) the content does not include malicious code including, but not limited to, viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and (g) the content is not misleading or deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions, and the content does not promote products for uses and to consumers for which the products are not intended.
Disclaimer
THE PLATFORM AND THE PRODUCTS DISTRIBUTED USING THE PLATFORM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE RELATED TO THE PLATFORM AND THE PRODUCTS. WE DO NOT WARRANT THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM (OR ANY CONTENT OR MATERIALS AVAILABLE IN CONNECTION THEREWITH) WILL MEET YOUR SPECIFIC REQUIREMENTS.
The parties acknowledge that the disclaimers of warranties set forth in this Section are an essential element of these Terms, and the parties would not have entered into these Terms without such disclaimers of warranties. Notwithstanding the foregoing, certain jurisdictions limit disclaimers of warranties. In such jurisdictions, you may have additional legal rights, and the provisions of these Terms will remain in effect to the fullest extent permitted by law.
Limitation of Liability
IN NO EVENT SHALL THE MOQ1 PLATFORM PROVIDERS OR OUR RESPECTIVE LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF REPLACEMENT OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE BASIS OR THEORY OF ANY CLAIM AND REGARDLESS OF WHETHER WE ARE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US OR OUR LICENSORS UNDER OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE BASIS OR THEORY OF ANY CLAIM, EXCEED $1000.
The parties acknowledge that the limitation of liability and release set forth in this Section are essential elements of these Terms between the parties, and the parties would not have entered into these Terms without such limitation of liability and release. Notwithstanding the foregoing, certain jurisdictions limit limitations of liability and releases. In such jurisdictions, you may have additional legal rights, and the provisions of these Terms will remain in effect to the fullest extent permitted by law.
General
Jurisdictional Issues. Bespoke Labs operates the Platform in the United States. The MOQ1 Platform Providers make no representations that the materials, including merchandise or goods offered for sale on the Platform and/or the Shops and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States. If you access the Platform from locations outside of the U.S. you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Platform is controlled and operated by Bespoke Labs from its offices within the State of Michigan, United States. The MOQ1 Platform Providers make no representation that materials in the Platform are appropriate or available for use in other locations.
Force Majeure. We will not be liable for failure or delay to perform our obligations under these Terms to the extent caused by circumstances beyond our reasonable control.
Assignment. You may not assign, delegate or otherwise transfer your account or your obligations under these Terms without the prior written consent of us. We have the right, in our sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third parties to fulfill our duties and obligations under these Terms and in connection with the Platform.
Relationship of Parties. These Terms do not create any agency, partnership or joint venture between the parties.
Governing Law; Dispute Resolution. These Terms are governed by the laws of the State of Delaware, without reference to its conflict of laws principles. With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Delaware, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Delaware.
By using the Platform in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against the officers, directors and employees of the MOQ1 Platform Providers and their parent, subsidiaries, affiliates (all such individuals and entities collectively referred to as the MOQ1 Platform Provider Entities) arising out of, relating to, or connected in any way with the Platform or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (FAA), 9 U.S.C. 1-16; (3) the arbitration shall be held in Wilmington, Delaware; (4) the arbitrators decision shall be controlled by the terms and conditions of this Agreement and any of the other agreements referenced to in this Agreement that the applicable user may have entered into in connection with the Platform; (5) the arbitrator shall apply Pennsylvania law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable alphabroder Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) THE ARBITRATOR SHALL NOT HAVE THE POWER TO AWARD CONSEQUENTIAL OR PUNITIVE DAMAGES AGAINST YOU OR ANY MOQ1 PLATFORM PROVIDER ENTITY; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any alphabroder Entity exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, the MOQ1 Platform Providers agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, MOQ1 Platform Providers will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained in this Agreement. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor MOQ1 Platform Provider shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.
Notices. Our notice to you via email, regular mail or notices, posts, or links on the Platform shall constitute acceptable notice to you under these Terms. You must provide any notice to us in writing and send it via email to support@moq1.com.
No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
Severability. If any term (or part of a term) of these Terms is invalid, illegal or unenforceable, the rest of the Terms shall remain in effect.
Amendment. We may amend these Terms at any time. When we do, we will let you know by appropriate means such as by posting the revised statement on this page with a new “Last Updated” date. Changes to these Terms will become effective when posted, unless indicated otherwise. If you object to any changes, you must close your account in accordance with these Terms.
Entire Agreement. These Terms constitute the entire agreement between the parties concerning the Platform and supersede all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof. Any contrary or additional provisions in your purchase orders, forms or any other document, correspondence or e-mail, shall not apply to any order and are hereby rejected. Under no circumstances shall any separate agreement, form, jot form, correspondence, or any other document apply to the Products purchased under these Terms, even if such agreement, form, jot form, correspondence or other document is signed by an employee of MOQ1 Platform Providers. In the event that the MOQ1 Platform Providers and you have a separate agreement for the purchase of products outside of the Platform, nothing in these Terms shall be construed to modify or amend such separate agreement and nothing in such separate agreement shall be construed to modify or amend these Terms.
YOU UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED IN THIS TERMS & CONDITIONS AGREEMENT REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS UNDER THIS AGREEMENT SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. THE MOQ1 PLATFORM PROVIDERS COULD NOT PROVIDE ITS PRODUCTS OR SERVICES TO YOU AT THE CURRENT PRICING “BUT FOR” YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.
