Terms of Service

1. THE SERVICES.

1.1 Description of the Services. Tapstitch operates a print-on-demand and dropshipping platform through which merchants (“Merchants”) may upload custom designs, apply those designs to premium blank apparel and other products (collectively, “Products”), and fulfill and sell those Products to end consumers without holding inventory. Merchants may connect the Services to third-party e-commerce stores (such as Shopify or Etsy) to enable automatic order routing. When an end consumer purchases a Product from a Merchant’s connected store, the order is automatically routed to Tapstitch, which prints the Merchant’s design on demand, packages the Product (including any customized packaging or neck labels requested by the Merchant), and ships the Product directly to the end consumer. Items are produced only after an order has been placed and paid for; Tapstitch does not maintain pre-manufactured inventory of customized Products on behalf of Merchants.

1.2 Access to the Services. The Services and the information and content available on the Services are protected by applicable intellectual property (including copyright) laws. Your right to access and use the Services, in whole or in part, is subject to this Agreement. Any future release, update or other addition to the Services shall be subject to this Agreement.

2. REGISTRATION.

When registering an account for the Services (“Account”), you agree to provide only true, accurate, current, and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Tapstitch immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. Tapstitch reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Tapstitch.

2.1 Text Message Services. Tapstitch may offer one or more mobile text messaging programs (collectively, the “Message Service”) through which you may receive SMS/MMS mobile messages by opting into the applicable program. Regardless of the opt-in method you use to enroll, your use of the Message Service is governed by this Agreement. The Message Service may not be available in all areas or on all carriers or devices. Tapstitch does not charge for the Message Service, but message and data rates may apply. By enrolling a telephone number in the Message Service, you authorize Tapstitch to send you recurring text messages and represent that you are authorized to receive mobile messages at the number you provide. You may opt out of any Message Service program by replying STOP to any message from that program. For support, email us at support@tapstitch.com. Tapstitch and wireless carriers are not liable for delayed or undelivered messages. Your consent to receive messages is not a condition of any purchase.

3. ORDER PROCESS.

3.1 Order Acceptance. Each part of any order that you submit to Tapstitch constitutes an offer to purchase. If you do not receive a message from Tapstitch confirming receipt of your order, please contact our Customer Service department at support@tapstitch.com before re-entering your order. Tapstitch’s confirmation of receipt of your order does not constitute Tapstitch’s acceptance of your order. Tapstitch is only deemed to have accepted your order once the Product(s) you ordered have been manufactured and shipped.

3.2 Order Issues. Although we strive to accept all valid orders, Tapstitch reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the Product or receive insufficient or erroneous billing, payment, and/or shipping information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, (iii) the content of any design submitted in connection with the order violates this Agreement or the IPP, or (iv) the ordered Product is unavailable due to discontinuance or otherwise. We may also refuse any order that is connected with a previous payment dispute. Tapstitch reserves the right to limit sales of Products to any person, geographic region, or jurisdiction at its sole discretion.

3.3 Returns. Because Products are custom-made on demand, we generally do not accept returns or exchanges except in the case of manufacturing defects or shipping errors attributable to Tapstitch. If you are not completely satisfied with a Product, please contact us at support@tapstitch.com with any questions or concerns and/or refer to our Returns & Refund Policy (available at https://www.tapstitch.com/help-center/faq/detail/Returns-Policy) if you would like to request a return or refund for a Product you purchased through the Services.

3.4 Order Cancellation. If any Product is discontinued or otherwise becomes unavailable, Tapstitch reserves the right to cancel your order and provide you a refund for the amount paid for the Product.

3.5 Third-Party Provider. Tapstitch manages the manufacturing and initial fulfillment of Products and uses third-party carriers for delivery. By ordering any Product through the Services, you acknowledge that Tapstitch has no responsibility or liability for any delays that may result from such third-party carriers once the Product has been delivered to the carrier at Tapstitch’s shipping point.

3.6 Shipping; Title and Risk of Loss. Tapstitch does not guarantee specific delivery dates. Title to and risk of loss of Products pass to you upon Tapstitch’s delivery of the Product to the carrier at Tapstitch’s shipping point. If you encounter any issue with a shipment (including damage, loss in transit, or receipt of an incorrect Product), you must notify us within thirty (30) days of the actual or estimated delivery date. For shipments reported as “delivered” by carrier tracking that you have not received, you are responsible for filing a claim directly with the carrier; Tapstitch will not resend or refund such orders absent evidence of carrier error. Tapstitch will not be liable for packages refused or held for delivery. Refunds will not be issued for orders: (i) refused or abandoned by the recipient; (ii) that cannot be delivered due to incorrect or incomplete address information provided by you; or (iii) seized, held, or destroyed by customs or other governmental authority.

4. FEES AND PURCHASE TERMS.

4.1 Payment. When an order is placed through the Services, Merchants are charged the applicable base fulfillment cost for each Product. Current pricing is available on the Services and is subject to change. Fees and prices are displayed in the currencies supported by the Services and may be subject to applicable taxes, duties, exchange rate fluctuations, or currency conversion fees. You agree to pay for all orders made from your Account in accordance with the prices and billing terms in effect at the time an order is made from your Account. You also agree to pay all applicable taxes. To make an order through the Services, you must provide valid payment information, such as a credit card (Visa, MasterCard or any other issuer accepted by us) or PayPal account. By providing your payment information, you agree that Tapstitch is authorized to immediately invoice your Account for all fees and charges due and payable to Tapstitch hereunder and that no additional notice or consent is required. Tapstitch uses a third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services), including Stripe, Airwallex, and PayPal. By using the Services, you hereby consent and authorize Tapstitch and such third-party payment service provider to share any information and payment instructions you provide to the extent necessary to complete your transactions. You agree to immediately notify Tapstitch of any change in your payment information by sending an email to support@tapstitch.com or updating your information in your Account. Tapstitch reserves the right at any time to change its prices and billing methods. Please contact support@tapstitch.com regarding any billing disputes.

4.2 Refunds. Except as set forth in our Returns & Refund Policy, all fees are non-refundable.

4.3 Discounts and Promo Codes. We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits. These are subject to any additional terms that we establish on a per promotional code basis. Promo Codes may only be used once per person. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner. (ii) may not be duplicated, sold, or transferred. They may not be made available to the general public unless expressly permitted by us. (iii) may be disabled by us at any time for any reason without liability to us. (iv) may only be used pursuant to the specific terms that we establish for such Promo Code. (v) are not redeemable for cash. (vi) may expire prior to your use.

5. USER CONTENT.

5.1 Responsible Party for Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each user is entirely responsible for all content that that user makes available through the Services, including any designs, artwork, images, graphics, or other content uploaded to the Services for use in the manufacture of Products (“Designs”), any images or inputs uploaded or otherwise transmitted to any AI Tool (“Inputs”), and any other content made available through the Services (all of the foregoing, collectively, “User Content”). Tapstitch has no obligation to pre-screen any User Content. You use all User Content and interact with other users at your own risk. Without limiting the foregoing, Tapstitch reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content. Tapstitch shall have the right to remove any User Content that violates this Agreement or Tapstitch’s IPP or is otherwise objectionable to Tapstitch.

5.2 Ownership of Your Content. Tapstitch does not claim ownership of any User Content you make available on the Services (“Your Content”). However, when you as a user post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to grant Tapstitch the license set forth below in Section 5.3. Except with respect to Your Content, you agree that you have no right or title in or to any content that appears on or in the Services.

5.3 License to Your Content. Subject to any applicable Account settings that you select, you grant Tapstitch a worldwide, royalty-free, non-exclusive, sublicensable (through multiple tiers of sublicensees) right and license to use, host, store, reproduce, modify, and otherwise process Your Content (in whole or in part) for its own business purposes, including without limitation, to manufacture, produce, fulfill, package, ship, and deliver customized Products using your Designs; to operate and improve the Services, analyze users’ use of the Services, and develop new products and services; and to train, develop, enhance, and improve the Services and any underlying algorithms, models, and related technology, including in de-identified or aggregated form. Tapstitch will not publicly display or distribute your Designs or Inputs except as required to provide the Services, unless you expressly authorize otherwise.

5.4 Representations Regarding Your Content. You represent and warrant that: (a) you own or have all necessary rights, licenses, and permissions to upload Your Content and to grant the license set forth in Section 5.3; (b) Your Content does not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other rights of any third party; and (c) Your Content complies with Tapstitch’s IPP and all applicable laws and regulations.

5.5 Other Restrictions on User Conduct. You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Tapstitch’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or (v) impersonates any person or entity, including any employee or representative of Tapstitch. You may not send any unsolicited email message, commercial or non-commercial, to any email address you have gathered from the Services. In addition to the foregoing, you agree not to upload, submit, or otherwise provide any Designs or other User Content through the Services that: (a) contain the intellectual property of any third party without authorization, including but not limited to well-known cartoon, anime, game, film, television, musical, or literary characters or works; logos, patterns, or marks of well-known brands; or sports event logos or club emblems; and (b) contain an identifiable portrait, visual identity, or likeness of any natural person without that person’s prior written consent.

5.6 AI Tools. The Services provide Merchants with tools to create, upload, and manage their Designs, including features that leverage generative artificial intelligence technologies (collectively, “AI Tools”).

6. FEEDBACK.

You agree that your submission of any ideas, suggestions, and/or proposals to Tapstitch regarding Tapstitch’s products and services (“Feedback”) is at your own risk and that Tapstitch has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Tapstitch the right to use any Feedback in any way at any time without any additional approval or compensation.

7. INTELLECTUAL PROPERTY OWNERSHIP.

7.1 Services. Except with respect to User Content, Tapstitch and its suppliers own all rights, title, and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Tapstitch, its suppliers and service providers reserve all rights not granted in this Agreement.

7.2 Trademarks. and other related graphics, logos, trademarks, service marks, and trade names used on or in connection with the Services are the property of Tapstitch and may not be used without our written permission in connection with any third-party products or services. Other trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter, or obscure any copyright notice, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

8. RESTRICTIONS ON USE OF SERVICES.

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not frame or use framing techniques to enclose any trademark, service mark, logo or Services (including images, text, page layout or form) of Tapstitch; (c) you shall not use any metatags or other “hidden text” using Tapstitch’s name, service marks, or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Services, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Services. Any unauthorized use of the Services terminates the licenses granted by Tapstitch pursuant to this Agreement.

9. THIRD-PARTY SERVICES.

The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. Tapstitch does not control and is not responsible for Third-Party Links. Tapstitch provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk. When you leave the Services, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Links, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Tapstitch may also provide you with access to optional third-party tools and integrations, including connections to third-party e-commerce platforms (each, a “Third-Party Tool”), over which Tapstitch has no monitoring or control. Such Third-Party Tools are provided “as is” and “as available” without warranties of any kind, and Tapstitch shall have no liability for any issues arising from your use of Third-Party Tools. Your use of Third-Party Tools is entirely at your own risk and subject to the applicable terms and conditions of the relevant third-party providers.

10. INDEMNIFICATION.

You agree to indemnify and hold Tapstitch, its corporate parents, subsidiaries, and affiliates, and the officers, directors, employees, agents, representatives, partners and licensors of each (collectively, the "Tapstitch Parties") harmless from any damages, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any claims concerning: (a) Your Content, including any claim that Your Content infringes the intellectual property, privacy, or other rights of any third party; (b) your misuse of the Services; (c) your violation of this Agreement or Tapstitch's IPP; (d) your violation of any rights of another party, including any users; (e) your use of any AI Tools or any Output generated thereby; or (f) your violation of any applicable laws, rules or regulations. Tapstitch reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Tapstitch in asserting any available defenses. This provision does not require you to indemnify any of the Tapstitch Parties for any unconscionable commercial practice by such party or for such party's gross negligence, fraud, or willful misconduct. You agree that the provisions in this section will survive any termination of your Account, this Agreement, or your access to the Services.

11. DISCLAIMER OF WARRANTIES AND CONDITIONS.

11.1 AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND ANY PRODUCTS OFFERED THROUGH THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TAPSTITCH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM THE PRODUCTS AND SERVICES. THIS SECTION 11 DOES NOT AFFECT IN ANY WAY OUR RETURN POLICY FOR THE PRODUCTS.

11.2 PRODUCTS. Descriptions, images, references, features, content, specifications, products, prices, and availability of any Products are subject to change without notice. Our current prices can be found on the Services. We make reasonable efforts to accurately display the attributes of our Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any Products on the Services at a particular time does not imply or warrant that these Products will be available at any other time.

11.3 No Liability for Content. THE SERVICES CONTAIN OPINIONS AND VIEWS OF TAPSTITCH, ITS USERS, AND OTHER THIRD PARTIES. TAPSTITCH DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, EFFICACY, OR VERACITY OF ANY CONTENT POSTED BY TAPSTITCH OR ANY OF ITS USERS OR OTHER THIRD PARTIES THAT ARE MADE AVAILABLE THROUGH THE SERVICES.

11.4 No Liability for Conduct of Third Parties or Products. YOU ACKNOWLEDGE AND AGREE THAT THE TAPSTITCH PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TAPSTITCH PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES OR ANY PRODUCTS THAT THEY MAY PROVIDE, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES AND/OR PRODUCTS RESTS ENTIRELY WITH YOU.

11.5 No Liability for Conduct of Other Users or Third-Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT TAPSTITCH DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OR OTHER THIRD PARTIES MADE AVAILABLE THROUGH THE SERVICES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. LIMITATION OF LIABILITY.

12.1 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TAPSTITCH PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT TAPSTITCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE TAPSTITCH PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO TAPSTITCH BY YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100).

12.3 User Content and Settings. THE TAPSTITCH PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS, OR PERSONALIZATION SETTINGS.

12.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TAPSTITCH AND YOU.

12.5 Exclusions. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.

13. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Tapstitch, Inc., Attn: Copyright Compliance Department, 45 Main Street, Suite 836, Brooklyn, New York 11201; or by email at DMCA@tapstitch.com. Counter-notification procedures are described in Tapstitch's IPP.

14. TERMINATION.

At its sole discretion, Tapstitch may modify or discontinue the Services, or may modify, suspend, or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Tapstitch reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Tapstitch for Products purchased will remain due. Upon termination of this Agreement, all provisions that by their nature are intended to survive termination will survive, including without limitation, Sections 3 through 17.

15. INTERNATIONAL USERS.

The Services are controlled and offered by Tapstitch from its facilities in the United States of America. Tapstitch makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law. To the extent you order Products for delivery outside the United States, any such shipments may be subject to import duties, taxes, and customs fees levied by the destination country. Any additional charges for customs clearance are your responsibility. Tapstitch has no control over these charges and cannot predict what they may be. You are considered the importer of record and are responsible for complying with all laws and regulations of the destination country.

16. DISPUTE RESOLUTION.

Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with Tapstitch Parties and limits the manner in which you can seek relief from the Tapstitch Parties.

16.1 Applicability of Arbitration Agreement. If you live in the U.S., subject to the terms of this Arbitration Agreement, you and Tapstitch agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Services, any communications you receive from Tapstitch, any products sold or distributed through the Website or the Services, or this Agreement and prior versions of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (a) you and Tapstitch may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Tapstitch may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that were not noticed or that involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

16.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Tapstitch. If that occurs, Tapstitch is committed to working with you to reach a prompt, low-cost and mutually beneficial resolution. You and Tapstitch agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution"). You and Tapstitch agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

  To initiate Informal Dispute Resolution, a party must give notice in writing to the other party ("Notice"). Such Notice to Tapstitch should be sent by email or regular mail to our offices located at Tapstitch, Inc., 45 Main Street, Suite 836, Brooklyn, NY 11201, Attn: Legal Department. The Notice must include: (a) your name, telephone number, mailing address, and e-mail address associated with your account (if you have one); (b) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (c) a description of the Dispute. Tapstitch will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.

  The Informal Dispute Resolution process lasts forty-five (45) days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Informal Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

16.3 Waiver of Jury Trial. YOU AND TAPSTITCH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Tapstitch are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled "Applicability of Arbitration Agreement" above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

16.4 Waiver of Class and Other Non-Individualized Relief. TAPSTITCH AND YOU MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall affect the terms and conditions under Section 16.9 entitled "Batch Arbitration." Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, "Waiver of Class and Other Non-Individualized Relief," are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Tapstitch agree that the particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Tapstitch from participating in a class-wide or mass settlement of claims.

16.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, you and Tapstitch agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

  The arbitration will be administered by the National Arbitration & Mediation ("NAM") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "NAM Rules") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures, and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

  A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (a) the name, telephone number, mailing address, e-mail address of the party seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. Any Request you send to Tapstitch should be sent by email to our offices located at Tapstitch, Inc., 45 Main Street, Suite 836, Brooklyn, NY 11201, Attn: Legal Department. Tapstitch will provide the Request to your email address on file.

  If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery ("Counsel's Certification").

  Unless you and Tapstitch otherwise agree, or the Batch Arbitration process discussed in Section 16.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the "Fee Schedules").

  You and Tapstitch agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

  You and Tapstitch agree that at least fourteen (14) days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.

16.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 16.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch.

16.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled "Waiver of Class and Other Non-Individualized Relief," including any claim that all or part of the subsection entitled "Waiver of Class and Other Non-Individualized Relief" is unenforceable, illegal, void or voidable, or that such subsection entitled "Waiver of Class and Other Non-Individualized Relief" has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

16.8 Attorneys' Fees and Costs. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party's, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel's Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration costs and arbitrators' fees the responding party incurred under the Fee Schedules.

16.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Tapstitch agree that in the event that there are twenty-five (25) or more individual Requests of a substantially similar nature filed against Tapstitch by or with the assistance of the same law firm, group of law firms, or organizations ("Claimants' Counsel"), within a ninety (90) day period, NAM shall (a) administer the arbitration demands in batches of 100 Requests per batch (or, if between twenty-five (25) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are fewer than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be selected by Claimants' Counsel or, if Claimants' Counsel does not have a preference, by the arbitrator, and one final award ("Batch Arbitration"). NAM shall administer all batches concurrently, to the extent possible.

  All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Tapstitch.

  You and Tapstitch agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings.

  This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

16.10 Invalidity, Expiration. Except as provided in the subsection entitled "Waiver of Class and Other Non-Individualized Relief," if any part or parts of this Arbitration Agreement (other than Section 16.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 16.9 of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in New York, New York. You further agree that any Dispute that you have with Tapstitch as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

16.11 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Tapstitch, Inc., 45 Main Street, Suite 836, Brooklyn, NY 11201, Attn: Legal Department, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed, and has no effect on any arbitration agreements with us you may enter in the future.

16.12 Modification. You and we agree that Tapstitch retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Website and you should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, we agree that if Tapstitch makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Website and/or Services, including the acceptance of products and services offered on the Website following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of arbitration. Tapstitch will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

17. GENERAL PROVISIONS.

17.1 Electronic Communications. The communications between you and Tapstitch use electronic means, whether you visit the Services or send Tapstitch emails, or whether Tapstitch posts notices on the Services or communicates with you via email. For contractual purposes, you (1) consent to receive communications from Tapstitch in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that Tapstitch provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in "writing." The foregoing sentence does not affect your statutory rights.

17.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Tapstitch's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17.3 Force Majeure. Tapstitch shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.

17.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact our customer service department using the contact information available on the Services. We will do our best to address your concerns.

17.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Tapstitch agree that all claims and disputes arising out of or relating to this Agreement that are not brought in a small claims court pursuant to Section 16.1 will be litigated exclusively in the state courts in New York, New York or federal courts located in the Southern District of New York.

17.6 Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW OR OTHER PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

17.7 Notice. Where Tapstitch requires that you provide an email address, you are responsible for providing Tapstitch with your most current email address. In the event that the last email address you provided to Tapstitch is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Tapstitch's dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Tapstitch at the following address: Tapstitch, Inc., 45 Main Street, Suite 836, Brooklyn, New York 11201, Attn: Legal Department. Such notice shall be deemed given when received by Tapstitch by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

17.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.9 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

17.10 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law.

17.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

17.12 Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.