Terms of Service

Effective June 2, 2026

These Terms of Service ("Terms") govern your use of the MerchLocal website, the Giorgio intake chat, the client portal, and any related services we offer (together, the "Service"). By using the Service, you agree to these Terms. If you don't agree, please don't use the Service.

1. About MerchLocal

MerchLocal LLC is a New Jersey limited liability company that provides done-for-you merchandise services for restaurants, including managed online merch stores, on-demand employee apparel, and custom merchandise orders. "MerchLocal," "we," "us," and "our" refer to MerchLocal LLC. "You" refers to the individual or entity using the Service.

2. Eligibility

You must be at least 18 years old and have the legal authority to enter into a contract to use the Service. If you use the Service on behalf of a business (for example, a restaurant), you represent that you have authority to bind that business to these Terms.

3. Accounts (client portal)

Some parts of the Service — including the client portal — require an account. You are responsible for keeping your login credentials secure and for all activity that occurs under your account. Tell us promptly at hello@merchlocal.co if you suspect unauthorized access.

4. Acceptable use

You agree not to:

• Use the Service for any unlawful purpose or in violation of these Terms.
• Upload, design, or sell merchandise that infringes someone else's intellectual property, defames a person, or is hateful, harassing, sexually explicit, or otherwise objectionable.
• Attempt to reverse-engineer, scrape, or interfere with the Service.
• Impersonate another person or restaurant.
• Use the Service to send spam or unsolicited communications.
• Bypass technical limits, security measures, or access controls.

We may suspend or terminate your access if you violate this section, with or without notice.

5. Content you submit

When you give us content — design inputs, brand assets, logos, photos, text, chat messages, or anything else (collectively, "Your Content") — you keep ownership of it. You grant MerchLocal a worldwide, non-exclusive, royalty-free license to use, store, copy, modify, display, and distribute Your Content solely to operate the Service for you (for example, designing and producing your merchandise, displaying it on your storefront, and shipping it to customers).

You represent that you have all rights necessary to give us Your Content and that Your Content does not infringe anyone else's rights.

We may showcase work we've done with you in our portfolio, case studies, and marketing materials (such as featuring your restaurant on the "Work" section of our site), unless you ask us in writing not to.

6. Intellectual property

The Service itself — the website code, design, the "MerchLocal" name and logo, the Giorgio character and chat experience, and our underlying systems — is owned by MerchLocal and protected by intellectual property laws. These Terms don't grant you any right to use our trademarks or the Service except as needed to use the Service for its intended purpose.

Designs we create for you under a paid engagement are governed by the terms of that engagement. Absent a specific written agreement that says otherwise, MerchLocal retains ownership of unused concepts, working files, and underlying design assets.

7. Orders, fulfillment, returns

Orders placed through a MerchLocal-managed storefront are fulfilled on demand. Production and shipping times are estimates, not guarantees. We make reasonable efforts to deliver on schedule and to produce items that match the approved sample.

For damaged, defective, or significantly-misprinted items, we will reprint or refund per our standard returns process. Custom and personalized items are generally not returnable except for production defects.

Pricing, fees, and revenue-share terms for restaurant clients are governed by your written engagement agreement with MerchLocal, which controls in case of conflict with these Terms.

8. Third-party services

The Service relies on third-party providers (for example, hosting, AI, email, payments, production, and shipping). We are not responsible for the acts or omissions of third parties beyond what's required by law. Your use of any third-party service may be subject to that third party's terms.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. We do not warrant that any AI-generated output (such as Giorgio's replies) will be accurate, appropriate, or fit for any particular purpose.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MERCHLOCAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO MERCHLOCAL IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions don't allow the limitations above; in those places, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to defend, indemnify, and hold harmless MerchLocal from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of (a) Your Content, (b) your breach of these Terms, (c) your violation of any law or third-party right, or (d) your use of the Service in violation of these Terms.

12. Termination

You can stop using the Service at any time. We may suspend or terminate your access to the Service at any time, with or without cause, with reasonable notice where practical. On termination, sections that by their nature should survive — including intellectual property, disclaimers, liability limits, indemnification, and governing law — survive.

13. Governing law and disputes

These Terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The exclusive jurisdiction and venue for any dispute arising from these Terms or the Service is the state and federal courts located in New Jersey, and you consent to the personal jurisdiction of those courts.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will update the effective date at the top and, where appropriate, notify you by email or a notice on the site. Continued use of the Service after changes take effect means you accept the updated Terms.

15. General

• Entire agreement. These Terms, together with our Privacy Policy and any signed engagement agreement, are the entire agreement between you and MerchLocal regarding the Service.
• Severability. If any provision is found unenforceable, the rest will remain in effect.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
• No third-party beneficiaries. These Terms do not give rights to anyone other than you and us.

16. Contact

Questions about these Terms? Email hello@merchlocal.co.

See also our Privacy Policy.