Bout It Client Terms of Service

Last Updated: August 1, 2025

This Terms of Service Agreement (the “Agreement”) is a legally binding agreement between you (“Client,” “you”) and Bout It LLC, an Oregon limited liability company (“Bout It,” “we,” or “us”).

This Agreement governs your use of our services, which include our online marketplace, design services, and product fulfillment (collectively, the “Services”). By creating an account or otherwise using our Services, you agree to be bound by the terms of this Agreement, effective on the date you agree (the "Effective Date").

By checking the box and clicking "I Agree," you (“Client”) agree to be bound by the following Terms of Service (“Agreement”) with Bout It LLC (“Company”), effective as of the date of your acceptance.

 

1. The Services

Bout It provides a “Merch as a Service” (MaaS) platform. During the term of this Agreement, we will provide the following Services:

  • Connect you with a selection of merchandise (“Items”) capable of bearing your proprietary designs.

  • Consult on the Merchandise and display it for sale in our online marketplace (the “Marketplace”).

  • Provide your customers access to the Marketplace to view, purchase, and ship Merchandise.

  • Provide limited marketing materials for you to display at your place of business.

  • Promote Merchandise bearing your Designs on Bout It’s social media accounts.

  • Manage backend operations related to the purchasing process and the Marketplace.

  • At your request, and subject to additional terms, we may elect to provide Merchandise to you on a wholesale basis.

2. Client Accounts & Responsibilities

To access our Services, you must create an account and provide accurate, current, and complete information. To ensure our mutual success, you agree to promote your online store, including:

  • Adding a link to your Bout It storefront from your primary website

  • Promoting your merchandise on social media and tagging Bout It where appropriate

3. Financial Terms & Payouts

Payment Process: When a customer places an order, Bout It receives the payment. Once the order is finalized and no longer eligible for a return (a “Finalized Sale”), the transaction is complete.

Quarterly Payouts: Bout It issues payments to Clients on a quarterly schedule. Within 30 days following the end of each financial quarter (March 31, June 30, September 30, and December 31), Bout It will issue your payment for all Finalized Sales from that quarter.

Valuation & Payment Schedule: Your payment will be calculated based on the quantities of Items sold, multiplied by the appropriate "Payout Amount" for each Item as detailed in our Payment Schedule. The Payment Schedule is incorporated by reference and subject to periodic review and adjustment due to market conditions, material costs, or tariff changes. We will notify you of any adjustments with reasonable notice.

Invoices: With each Client Payment, we will include an invoice detailing the quantities of Items sold, the Payout Amounts, and the total payout value.

Taxes: Each Party is responsible for its own taxes in connection with this Agreement.

4. Intellectual Property & Content License

Your Designs: You retain all ownership rights to your brand images, trademarks, logos, artwork, and other proprietary materials (“Designs”).

License to Bout It: You grant Bout It a non-exclusive, worldwide, sub-licensable, royalty-free license to use, reproduce, modify, and publicly display your Designs solely for the purpose of providing the Services.

Your Warranty: You warrant that you have the rights and permissions to grant this license.

5. Exclusivity

To avoid confusion and ensure the success of our partnership, we require limited online exclusivity.

5.1 Online Exclusivity: You agree not to use any third-party online storefront, e-commerce marketplace, or product fulfillment service for merchandise types that Bout It offers, including but not limited to stickers and drinkware (e.g., pint glasses, tumblers) of the kind found in Bout It’s standard product catalog.

5.2 Permitted In-House & Unique Sales: This Agreement does not restrict you from:
(a) sourcing and selling merchandise via your physical location (e.g., taproom, event booth, gym), including from local print shops;
(b) selling online unique items that Bout It does not offer—such as premium glassware that meets brewery-grade standards, or items like artisan candles, cutting boards, or small-batch specialty foods.

5.3 Pre-Existing Arrangements: You may continue to sell any physical inventory of Bout It–style merchandise that you acquired before the Effective Date via online platforms. You may complete sales of that inventory only—it is not permitted to list new merchandise of those types with other providers once this Agreement is in effect.

6. Returns and Quality Control

6.1 Online Returns: For sales through the Marketplace, Bout It facilitates the return or exchange process in coordination with our fulfillment partners. Customers who request returns will be directed to Bout It, and we will manage the resolution process on your behalf.

6.2 Wholesale Returns: If you purchase merchandise from Bout It to resell wholesale, you are responsible for managing your own customer-facing return policy and facilitating any applicable refunds or exchanges.

7. Confidentiality

Each Party agrees to protect the other’s non-public, commercially sensitive information (“Confidential Information”) with at least the same degree of care it uses to protect its own, and no less than reasonable care.

8. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate this Agreement by giving the other 30 days written notice.

9. Disclaimers and Limitation of Liability

Disclaimer of Warranties: THE SERVICES ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BOUT IT DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Our total liability to you will not exceed the total Client Payments made to you in the 12 months preceding the event giving rise to the claim. We are not liable for indirect, incidental, or consequential damages.

Force Majeure: We are not liable for delays or failures to perform caused by events beyond our reasonable control, such as natural disasters, war, pandemics, or labor disputes.

10. Indemnification

You agree to indemnify and defend Bout It against any claims, losses, or damages (including legal fees) resulting from your breach of this Agreement or your Designs’ use.

11. Dispute Resolution

This Agreement is governed by Oregon law. Both parties agree to try to resolve disputes informally for up to 90 days before resorting to litigation.

12. General Provisions

Independent Contractor: This Agreement does not create a partnership, joint venture, or employment relationship.

Assignment: Neither Party may assign this Agreement without the other’s prior written consent.

Entire Agreement: This Agreement is the entire understanding between the Parties and supersedes all prior communications.

Amendment & Waiver: Changes must be in writing. Waiving one right does not waive others.

Severability: If any part of this Agreement is held invalid, the rest remains enforceable.

Survival: Obligations relating to confidentiality, indemnification, liability, and financial terms survive termination.

Questions?
This is a legally binding agreement. If you have any questions, please consult your legal advisor before accepting.

Acceptance By clicking "I Agree" during signup, you acknowledge that you have read, understood, and accepted these Terms of Service in full. If you do not agree, you may not use our services.