TERMS OF SERVICE

Effective Date: November 19, 2025

Welcome to Merchant Guild, LLC (“Merchant Guild”, “we”, “our” or “us”). Your use of our www.merchantguild.com/ website (“Website”) and our Services (as defined below) is governed by this Terms of Service Agreement and our privacy policy (available at www.merchantguild.com/privacy-policy, which may be amended from time to time and effective upon posting, and which is incorporated by reference herein (“Privacy Policy”) (collectively, “Agreement”).

References in this Agreement to “you” or “your” mean you as a casual visitor to our Website, or as a retailer who has created a member user account (“Member”), as applicable. This Agreement applies to you according to the type of user you are. By accessing our Website, by becoming a Member, or using our Services, you expressly accept and agree to be bound by the terms and conditions of this Agreement.

IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THE WEBSITE OR THE SERVICES. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION, AND ALSO CONTAINS A CLASS ACTION AND JURY TRIAL RIGHT WAIVER.
Please carefully review Sections 11-13 of this Agreement for more information.

1. OVERVIEW

There is no fee to joining and becoming a Member. However, some voluntary activities may involve a small cost.

Members can create a Member account with an account profile online. The Services we offer to Members include: our placing you on our list of retailers to which we may provide publishers access, access to the Website, access to our newsletters (if you opt in), and the ability to connect with other retailers through our retail consultants, (collectively, the “Services”). You are responsible for maintaining and updating your contact information in your account.

We encourage and expect you to maintain ethical business practices and help create an inclusive, friendly community.

You consent and agree that we may feature your store in our promotional materials to help promote your business.

We may ask you to share relevant data and provide feedback through surveys. This helps us improve our services and support industry initiatives.

We’re here to support you every step of the way and look forward to collaborating with you

2. ACCOUNT CREATION; ELIGIBILITY.

Use of and membership in the Services is void where prohibited. By using the Services, you represent and warrant that (a) all registration information submitted is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and reside in a state, region, or country in which the Services may legally be provided; (d) you and/or your account have not previously been suspended or removed from the Services; and, (e) your use of the Services does not violate any applicable law or regulation. All required information you submit for any purpose or specific use of the Services must contain true, accurate, current and complete information. You are responsible for maintaining the confidentiality of your Member account information and password. We reserve the right to invalidate your password and require you to change it if we believe it has become unsecure.

Use By Minors. We do not knowingly collect or solicit Personal Information from children under 18. If you are under 18, please do not attempt to create an account or send any Personal Information about yourself to us. If we learn we have collected Personal Information from a child under 18, we will delete that information. If you believe that a child under 18 may have provided us Personal Information, please contact us.

Personal Information. We will maintain and use your “Personal Information” as defined in and according to our Privacy Policy, and which may be modified from time to time in our discretion, which modifications are effective as of the date posted on our Website. Your continued access or use of the Website or purchase or use of our Services indicates that you agree with such modifications.

3. UPDATING THIS AGREEMENT.

We regularly update and improve our Website and Services, and we may at times add, change, or remove features, and this Agreement may also need to change. The current version of this Agreement is posted on our Website at www.merchantguild.com/terms-conditions and will be effective upon posting, provided, however, that any amendment or modification to the arbitration, class action wavier, waiver of jury trial, or any other provisions applicable to dispute resolution (see the “Dispute Resolution” Section below) shall not apply to any Disputes (as defined in that Section) arising prior to the applicable amendment or modification. You are encouraged to review the Agreement from time to time for any possible changes. You must discontinue use of our Website if you do not agree to any terms of this Agreement.

4. SUSPENSION OF ACCOUNT AND/OR SERVICES.

Suspension. We may suspend your account and access to your account or the Service, with or without notice, if you violate any provision of this Agreement. We may immediately suspend or restrict access to your account or the Service, in whole or in part, with or without notice to you if: (i) we reasonably believe that you have violated any applicable law which may have a potentially adverse effect on us or other members; (ii) we believe that providing access to the Website or advertising or offering the Services may violate any applicable law or regulation; (iii) we reasonably believe that it is necessary to protect our servers, systems, infrastructure, data, or information or that of our third-party providers or other users or Members, from a denial of service attack, security breach, introduction of a virus or other malware, ransomware attack, or similar event; (iv) requested or ordered by a law enforcement agency, government agency, or similar authority; or, (v) you fail to cooperate with us to investigate suspected violations of this Agreement. Upon removal, cessation or mitigation of the underlying cause of any of the above occurrences, we may resume providing access to the affected Service unless your account has been terminated.

5. TERMINATION.

You may terminate your membership at any time, for any reason, by emailing us at info@merchantguild.com. We may, in our sole discretion and for any reason, immediately and without notice terminate this Agreement and/or access to our Website or our Services. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination.

6. ACCOUNT SECURITY.

Members registering for an account will be asked to choose a username and password. The safety and security of your information also depends on you. You should maintain good internet security practices. Where you have password-protected access to an account or certain parts of the Website, you are responsible for keeping this password confidential. Please help keep your account safe by using a strong password, or, better yet, a strong pass phrase. You should not share your password with anyone. If you think that your account has been compromised you should change your account credentials, and, in particular, make sure any compromised account does not allow access to your account with us. Member hereby releases and forever discharges us and our affiliates, subsidiaries, officers, directors, employees, and agents, and their respective successors and assigns, and you will indemnify and hold us harmless, from and against any liability, claim, or cost (including attorneys’ fees), arising directly or indirectly from any failure by you to maintain the security of your email or other accounts.

7. RESERVATION OF RIGHTS.
All rights not expressly granted by us herein are reserved. Failure to exercise such right at any time shall not be deemed a waiver of our right to exercise same at a later date.

THE SERVICES, AND THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER STATUTORY OR IMPLIED OTHER THAN AS EXPRESSLY STATED HEREIN. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING, OR COURSE OF PERFORMANCE OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR RELATED TO THE FOREGOING WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR RELATED TO THE SERVICES OR THE SERVER THAT ENABLES THE SERVICES TO BE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE CONTENT ON THE WEBSITE IN TERMS OF ITS COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. DEPENDING ON THE STATE IN WHICH YOU RESIDE SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED.

8. LIMITATION OF LIABILITY.

WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY OTHER PERSON OR COMPANY MAY SUFFER. NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND DAMAGES RELATED TO CORRUPTION OR DELETION OF THE WEBSITE OR SERVICES) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICE (INCLUDING, BUT NOT LIMITED TO, INOPERABILITY OF OUR OR OUR CONTRACTORS’ SERVERS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY US OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY THIRD PARTY’S USE OF THE WEBSITE, ANY LOSS THAT MAY OCCUR DUE TO ANY LOSS OF THE SERVICE, THE USE OF THE WEBSITE OR THE SERVICES, ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEBSITE OR THE SERVICE, THE NON-DELIVERY OR MIS-DELIVERY OF DATA BETWEEN YOU AND US, EVENTS BEYOND OUR REASONABLE CONTROL, THE NON-RECOGNITION OF OUR HOSTING SERVERS, THE PROTECTION OR PRIVACY OF ELECTRONIC MAIL OR OTHER INFORMATION TRANSFERRED THROUGH THE INTERNET OR ANY OTHER NETWORK PROVIDER OR SERVICE ITS CUSTOMERS MAY UTILIZE, OR THE APPLICATION OF ANY POLICY SET FORTH HEREIN.

YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US, OUR OWNERS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS ARISING OUT OF OR RELATING TO THE WEBSITE OR SERVICES IS TO STOP USING THE WEBSITE AND THE SERVICES, AND TO CANCEL YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT WE, OUR OWNERS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON OR COMPANY REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE WEBSITE. IN NO CASE SHALL THE TOTAL AGGREGATE LIABILITY OF US, OUR OWNERS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS TO YOU EXCEED ONE HUNDRED DOLLARS (US$100).

SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR OTHER WARRANTY LIMITATIONS OR OTHER RESTRICTIONS, IN WHICH CASE THE ABOVE EXCLUSIONS OR RESTRICTIONS DO NOT APPLY TO YOU, BUT ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW.

9. INDEMNIFICATION.

You agree to indemnify and hold harmless Merchant Guild and its affiliates, (and their respective employees, directors, agents, representatives, successors and assigns) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement. For purposes hereof “Claim” means any allegation, claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity. We may require you to defend us as part of such indemnification, or we may control the defense of any Claim, the cost of which you will reimburse as part of the indemnity.

10. APPLICABLE LAW.

You agree that our Services shall be deemed to have occurred in the State of Texas, USA. For all legal proceedings arising out of use of the Website, the Services, relating to this Agreement, and the relationship between you and us shall, irrespective of any conflict of laws rules, be governed by and construed in accordance with the laws of the State of State of Texas.

11. DISPUTE RESOLUTION.

Time Limitation. Any claim or action against us must be brought within twelve (12) months of the cause arising, otherwise such claim or action is permanently barred.

MANDATORY BINDING ARBITRATION

i. Other than for the grounds set forth in Section 11C below (labeled “Exceptions to Agreement to Arbitrate”), in the event of any dispute, claim, question or disagreement arising from or relating to the Terms or the breach thereof or the access or use of the Website or our Services, the parties hereto shall use reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by binding arbitration in Collin County, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this Section 11. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if the parties do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties.

ii. The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to the Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.

iii. The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction.

Exceptions to Agreement to Arbitrate. You and we agree that we may bypass arbitration and go to court to resolve disputes relating to: (a) your or our intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents), (b) your violation of the restrictions on use, or (c) your violation of our Content posting guidelines. Member agrees that any action at law or in equity, as permitted in this Agreement, arising out of or relating to this Agreement shall be filed only in state or federal court located in Collin County, Texas and you hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these terms and conditions.

12. CLASS ACTION WAIVER.

Other than to the extent prohibited by applicable law, any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. You agree that neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under these Terms or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

13. WAIVER OF JURY TRIAL.
Other than to the extent prohibited by applicable law, each party irrevocably and unconditionally waives any right we or you may have to a trial by jury for any legal action arising out of or relating to these Terms or the transactions contemplated hereby.

14. GENERAL PROVISIONS.

Entire Agreement. This Agreement, including any terms and conditions, attachments or policies incorporated herein by reference, and the general terms and conditions of the Website, including but not limited to the Privacy Policy and any amendments or addendums incorporated by reference, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

No Agency. We are not the agent, fiduciary, trustee, or other representative of you or any member. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Beckett, you, and buyers and sellers.

Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

No Waiver. Nothing contained herein shall be construed as a waiver by us of any of our rights or remedies described in this Agreement unless the waiver is in writing and signed by our authorized agent. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement.

Assignment. You may not assign, convey, or transfer (whether by contract, merger or operation of law) (collectively, “assign” or variants) this Agreement, in whole or in part, without our prior written consent, which may be granted or withheld by us in our sole discretion. Any attempted assignment in violation of this Agreement will be of no power or effect. We may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. You hereby consent to our disclosure, transfer, and/or assignment of your personal information in connection with a merger, consolidation, restructuring, financing, sale, or other transaction or pursuant to any court proceeding. In addition, if a potential buyer is interested in purchasing us, you agree that we may provide the potential buyer with your Personal Information on a confidential basis and subject to the use restrictions in this Agreement.

Communications. By creating a Member account or giving us any contact or other information, you agree to and do hereby consent to receive mail and electronic communications from us and/or by posting the communications on the Website (e.g., by posting notices on your account profile page) concerning information and/or our Services (collectively, “Communications”). For Members, Communications may be those that we are required to send to you by law (e.g., data security incident notifications) concerning us, your account or information, the Website, or the Services (“Required Communications”). The Communications may also be those that we send to you for other reasons. You may change the email or mobile phone number on file for your account by visiting your account profile page or by contacting us. You may opt out of receiving all Communications, other than Required Communications, via email by sending a notice to us that identifies your full name, user name and email address; however, you will not receive any further electronic notices from us (other than Required Communications), which notices may include important notices or announcements.

Contact Information. Please email us at info@merchantguild.com with any questions regarding this Agreement.

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