Shop Terms and Conditions

Last Updated: February 21, 2024

1. ACKNOWLEDGEMENT AND ACCEPTANCE

  1. Welcome to SwagUp Shops. SwagUp’s Shops were created by SwagUp to provide you with a platform native online shop experience (“Shops”) through SwagUp’s website located at www.swagup.com, our platform, or any apps or websites accessible therefrom (collectively, the “Site”) to be used in connection with SwagUp’s Services. 
  2. As used in these Shop Terms (as defined below), "SwagUp", "our", “us”, or "we" means the applicable SwagUp Contracting Party (as defined below), “Shop Creator” or “Shop Customer” means the company or other organization creating a Shop, on behalf of itself and any of their affiliates, subsidiaries or parent entities (unless you are using Shops as an individual then the individual shall be bound by these Shop Terms), “End-Customer” shall mean Shop Creator’s employees, agents, contractors, customers, clients, prospective-clients or anyone else who accesses Shop Creator’s Shop or redeems or purchases any Products from Shop Creator’s Shop and “you” or your” shall mean any Shop Customer and End Customer. By creating a Shop or by accessing, browsing, or otherwise using Shops or any aspect of the Site and Services including any End Customer, you become a Shop user (“Shop User”).
  3. The “SwagUp Contracting Party” means Moon Commerce, LLC a New Jersey LLC, a subsidiary of SwagUp, Inc.
  4. By becoming a  Shop User, you consent to these Shop Terms and Conditions (the “Shop Terms”). You acknowledge and agree that: (1) you have read and accepted these Shop Terms; (2) SwagUp may change, suspend or discontinue Shops at any time, including the availability of any feature, content or Service, SwagUp may also impose limits on certain features and Services or restrict the Shop User's access without notice; (3) SwagUp reserves the right to change, modify portions or revise these Shop Terms at its discretion, at any time; and (4) SwagUp may terminate all or any part of Shops and these Shop Terms for any reason, in its sole discretion (unless as otherwise set forth by law), including but not limited to any fraud, misrepresentation, abuse, violation of these Shops Terms. You should periodically visit these Shop Terms to review the current terms that apply to your use of Shops. Any use of Shops by you after our publication of such revised Shops Terms shall constitute your acceptance of these Shop Terms as modified. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Shop Terms were last revised. We may also notify you of any material changes either through a pop-up notice, e-mail or through other reasonable means. Your continued use of Shops after any such changes constitutes your acceptance of the new Shop Terms. If you do not agree to abide by this or any future Shop Terms, do not use or access (or continue to use or access) Shops. Any new features or tools which are added to the current Shops or Services will also be subject to the applicable Terms, Shop Terms and Membership Terms.
  5. When becoming a Shop User, you are also subject to SwagUp’s Terms of Use (“Terms”) and its Membership Terms (“Membership Terms”) which together along with any links in the Terms, Membership Terms or Shop Terms including our  our Return/Refund policy which can be found Here and our Shipping policy which can be found Here are incorporated by reference into these Shop Terms (including but not limited to following sections of the Terms, Section  9 - Warranties, Section 12 – Limitation Of Liability, Section 13 – Indemnity and Section 15 of the Terms, “GOVERNING LAW AND DISPUTE SETTLEMENT; ARBITRATION CLAUSE AND CLASS ACTION WAIVER—IMPORTANT—PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS”). SECTION 15 OF THE TERMS OF USE IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 OF THE TERMS FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE.
  6. To the extent there are conflicts between the Terms, Membership Terms and these Shop Terms, these Shop Terms will control with respect to any Shop User. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Terms and/or Membership Terms.
  7. BY BECOMING A SHOP USER, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE SHOP TERMS. IF YOU ARE SHOP USER ACTING ON BEHALF OF AN EMPLOYER, ORGANIZATION OR ANY OTHER ENTITY,  YOU ARE ENTERING INTO THESE SHOP TERMS ON BEHALF OF SUCH EMPLOYER, ORGANIZATION OR ENTITY AND YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH EMPLOYER, ORGANIZATION OR ENTITY TO THESE SHOP TERMS. SHOPS ARE NON-TRANSFERABLE AND  SHOP CREATOR MAY NOT CREATE A SHOP ON BEHALF OF ANY OTHER THIRD-PARTY USER UNLESS OTHERWISE AGREED TO BY US.

2. SHOP ACCOUNT TERMS

  1. The person creating the Shop on behalf of the Shop Customer will be the Shop Customer representative (“Shop Customer Representative”). The Shop Customer Representative must use a Shop Customer issued email address. Shop Customer Representative agrees that it will provide an email address, to be placed on its Shop for inquiries by End-Customers. Technical support and customer service in respect of Shops is only provided to the Shop Customer Representative or the designee of the Shop Customer. Technical support, customer service, refunds and returns are not available to End-Customers. Shop Customer must abide by our Return/Refund policy which can be found Here and our Shipping policy can be found Here.
  2. You agree not to (1) reproduce, duplicate, copy, sell, resell or exploit any portion of the Shops; (2) work around, bypass, or circumvent any of the technical limitations of Shops or the Services, including to process orders outside SwagUp’s Shops; (3) use any tool to enable features or functionalities that are otherwise disabled in the Shop; (4) decompile, disassemble or otherwise reverse engineer the Shops; (5) access the Shops or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
  3. Your Shop can only be associated with one Shop Customer. Based on your Membership Tier, a Shop Customer may have multiple Shops but may not create a Shop on behalf of another third-party (individual or entity) or act as a reseller of Shops, without SwagUp’s written permission. For example a Shop Customer may create a Shop for internal use for its employees, create another Shop to utilize at conferences and events and another Shop for clients, but it may not create a Shop on behalf of another company/individual or sell a Shop to a third-party utilizing Shop Customer’s Membership to create said Shop.
  4. Shop Customer is responsible for: (1) ensuring End-Customer comply with these Shop Terms; and (2) any breach of these Shop Terms.
  5. The Shop Customer acknowledges and agrees that Shop Customer will be responsible for the performance of all of its obligations under these Shop Terms, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Shop Customer.
  6. You may not use Shops for any illegal or unauthorized purpose nor may you violate any laws in your. You will comply with all applicable laws, rules and regulations.

3. SHOP CREATION/USAGE

  1. Any person can create a Shop, but to set a Shop live or active, you must become a Member at the applicable Tier set forth Here, unless otherwise agreed in writing by SwagUp. To complete your Shop, you may need to provide us with any information as indicated.
  2. A Shop Customer may populate their Shop with Products purchased through SwagUp or any Inventory of Shop Customer (subject to any limits set by SwagUp including SwaguUp’s ability to ship certain items). Third-party items must be approved by SwagUp.
  3. End-Customers may purchase Products fromShop Customer’s Shop or Shop Customer may provide Shop Credit (as defined below and only available to certain Membership Tiers) to End-Customer to select Products.
  4. The Shop Creator can set the price for Products and shipping in its Shop. Shop Creator can track their Shop metrics within Shop Customer’s dashboard.  

4. FEES/CREDITS/TAXES

  1. You will pay all applicable charges and fees charged by SwagUp in connection with Shops (“Shop Fees”). Shop Fees may include but not be limited to transaction fees, payment processing fees, shipping, fees and any other Services. Unless otherwise indicated, all Shop Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.
  2. You will pay the Shop Fees to us at such times as indicated in any purchase, order, invoice, order form, checkout or on the Site. Payments by the End Customer shall be made via credit card or via Shop Credit (as explained below), unless otherwise agreed upon. 
  3. Every payment SwagUp collects (minus Taxes and any other Shop Fee) from the purchase of a Product by an End-Customer will be remitted back to the Shop Creator’s account Credit balance. Payouts in the form of SwagUp Credits, will be remitted to the Shop Customer no more than ten (10) days after an End-Customer order has shipped. Credit payouts can be tracked on the Shop Customer's dashboard via the “Payouts” tab within any Shop.
  4. Upon request by the Shop Customer, SwagUp may also provide the Shop Creator with Shop credits whereby the Shop Creator may distribute those credits to End-Customers solely to be utilized for the redemption of Products in Shop Customer’s Shop (“Shop Credits”). Shop Credits do not require any payment by the Shop Customer and are different from the Credits defined in SwagUp’s Terms (those credits are pre-paid and can be utilized a variety of ways within SwagUp). Shop Credits may only be utilized for the redemption of Shop Products. If the End-Customer does not have enough Shop Credits to redeem a Product, the End-Customer shall make a payment for any short-fall between the amount a Product costs and the amount of Shop Credits an End-Customer has in its possession. 
  5. As set forth in the Terms, Credits may be used for future orders, shipping, storage or as otherwise set forth by SwagUp. 
  6. Shop Credits cannot be used towards shipping costs or any other costs except as set forth herein. Shop Customer shall be responsible for shipping costs. If there is not a sufficient amount of shipping credits available on Shop Customer’s account at the time Shop Customer incurs Shipping fees, SwagUp will, (i) not complete the requested shipment until such time as Shop Customer pays the required amounts. 
  7. Except as set forth herein, Shop Credits are non-transferable, non-refundable, have no cash value, and are not exchangeable for cash or any cash equivalent under any circumstances (unless required by law). Shop Credits have no value outside of their permitted use for Products in Shops. Except as set forth herein whereby Shop Customer may provide End-Customer with Shop Credits, Shop Credits cannot be assigned, exchanged, sold, traded, bartered, purchased, given by gift or otherwise transferred. 
  8. To facilitate payment for Shops via credit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy. Unpaid amounts are subject to a finance charge of five percent (5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection. 
  9. All Shop Fees are exclusive of applicable federal, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Taxes are calculated using the tax rates that apply based on the billing address provided by the End-Customer. Such amounts are in addition to the Shop Fees. SwagUp will collect Taxes on Customer’s behalf, remit them to the appropriate tax authority and they will be deducted from any payouts to Shop Customer’s credit balance. 

5. TERMINATION

Unless otherwise agreed to, in event Shop Customer no longer maintains a Membership in the applicable Membership Tier needed for an active Shop, Shop Customer’s Shop(s) will remain active for a period of thirty (30) days after the expiration/termination of Customer’s Membership in the applicable Membership Tier necessary for Shops.

6. MISCELLANEOUS

In the event of any conflict between these Shop Terms with the Terms, Membership Terms and any other policy, these Shop Terms shall control. Any disputes related to these Shop Terms and the subject matter herein will be resolved pursuant to the terms of SwagUp’s Terms. If any provision of these Shop Terms are, for any reason, held to be invalid or unenforceable, the other provisions of the Shop Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of these Shop Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You may not assign or transfer these Shop Terms, or its rights or obligations herein, in whole or in part without the written consent of SwagUp. We may freely assign or transfer these Shop Terms. Any assignment or transfer in violation of the foregoing is void. These Shop Terms are the final, complete and exclusive agreement between you and SwagUp with respect to the subject matters hereof and supersedes and merges any discussions between you and SwagUp with respect to such subject matters.