Terms of Service

These Terms of Service (the "Terms") are an agreement between Etchly LLC ("Etchly", "we", "us") and the business that installs or uses Etchly ("Merchant", "you"). They cover the Etchly app for Shopify, Etchly on the web, the products we make for you, and every related service (together, the "Service").

By installing Etchly, signing in, or selling products through Etchly, you agree to these Terms and to our Privacy Policy, Shipping & Returns Policy and Artwork & Rights Policy, which are part of these Terms. If you accept for a company, you confirm you are authorized to bind it.

You must be a business, at least 18 years old, and able to enter into contracts where you are located. Etchly is available to US merchants only, to start.

1. Accounts

You are responsible for everyone you give access to Etchly, whether through your Shopify staff permissions or your Etchly team, for all activity under your account, and for keeping sign-in details secure. Tell us at once if you suspect unauthorized use. Keep your store, return address, tax and contact details accurate.

2. The Service

Etchly lets you design custom patch hats, beanies and Custom Patches, set your retail prices, publish the products to your Shopify store, and have Etchly make each item when your customer orders it and ship it to your customer.

Shopify remains your store, checkout and customer relationship. Your customers buy from you, not from Etchly: you are the seller of record, and Etchly is your supplier and fulfillment provider.

We may change, improve or stop parts of the Service. If a change takes away a feature you pay for, or materially reduces the Service, we'll give you at least 30 days' notice where we reasonably can. The Service depends on Shopify, carriers and other third parties, and we aren't responsible for their outages or changes.

3. Orders and production

3.1 Accepting orders. We start making an order once your customer has paid, the order has been sent to Etchly, it ships to an address we serve, and your wallet covers it (section 5). If an order can't be accepted, we tell you why. We may decline an order we can't fulfill.

3.2 What we make. We make the item as you published it. Leather is a natural material, and grain, color and markings vary from piece to piece; engraving and print color can vary slightly between batches, materials and screens. These normal variations are not defects.

3.3 Timing. Production and delivery times are estimates. Orders typically ship in 2–5 business days; the Shipping & Returns Policy explains more.

3.4 Cancellations. You can cancel an order, or change its shipping address, until it's paid from your wallet. A cancelled order isn't charged. Once an order is paid, it's made and can't be cancelled, and a refund you give in Shopify doesn't change that. Orders are paid automatically when Process orders automatically is on, or when you approve them if it's off.

3.5 Our right to refuse. We may decline to make, or cancel, any order or design that breaks these Terms or the Artwork & Rights Policy, or that we reasonably believe is unlawful or infringes someone's rights. If we cancel an order for this reason before it ships, we credit your wallet for anything charged for it.

4. Prices

4.1 Plans. Etchly has a free plan and an optional Etchly Pro subscription (section 7).

4.2 What you pay. For each item we make, you pay Etchly's wholesale price, any optional upgrades you chose, wholesale shipping, and any sales tax. Current prices are shown in the app, and the app shows the cost of a product before you publish it. The price of an order is fixed when we accept it for production.

4.3 Price changes. We may change wholesale prices or shipping rates with at least 30 days' notice in the app. Changes apply to orders accepted after they take effect. You set your own retail prices and are responsible for keeping them above your costs.

5. The Etchly wallet

5.1 How it works. You pay for production from a prepaid balance (the "wallet"), which you top up by card through our payment processor. When we accept an order, we deduct its full price from the wallet. If your wallet doesn't cover an order, the order waits until you add funds; you remain responsible for fulfilling your customers' orders on time.

5.2 What the wallet is. The wallet is a prepayment for Etchly's products and services. It is not a bank account, earns no interest, can't be transferred, and can be used only for Etchly charges. Wallet funds don't expire. Your wallet history shows every credit and debit.

5.3 Credits. We may credit your wallet, for example to refund a defective item, to correct an error, or as a promotional credit. Promotional credits are not refundable.

5.4 Refunds of unused funds. You can withdraw your unused wallet balance at any time in Wallet (at least $5.00). A withdrawal is the whole unused balance, never part of it, to the original payment method, after we deduct any amount you owe us and any promotional credits, and can't be undone. We approve it within 2 business days; your bank may take up to 10 business days more. Anything we can't return to the original payment method stays in your wallet, and we contact you to settle it.

5.5 Refunded or disputed payments. If a top-up is refunded or disputed after the funds were spent, your balance may become negative, new orders pause until it is restored, and you still owe Etchly for items we made and shipped. We may hold funds linked to an open dispute until it is resolved. Please contact us before disputing a charge. Repeated or bad-faith disputes are grounds for suspension (section 14).

5.6 Payment processing. Card payments are processed by our payment processor under its own terms. Etchly never stores your card number.

5.7 Automatic top-up (optional). If you turn on automatic top-up in Wallet, you authorize us to charge the payment method you saved, off-session, the amount you chose each time your wallet balance drops below the threshold you chose, and when an order is waiting for funds, no more often than the daily limit you chose. The amount is always the one you set; each charge is added to your wallet under this section 5. We keep a record of what you agreed to and when. If a charge doesn't go through, automatic top-up pauses and we tell you; nothing is added and orders wait for funds. You can change, pause or turn off automatic top-up, or remove the saved payment method, at any time in Wallet; this stops future charges, not one already made.

6. Taxes

Etchly charges sales tax on its charges to you where the law requires it, unless you have an approved resale certificate for the state the order ships to. A certificate applies only to the states it covers, from its approval date. You are responsible for the accuracy of your certificate and for telling us if it's revoked or expires. If a tax authority disallows your exemption, you agree to pay the tax, interest and penalties that should have been charged.

You are responsible for the taxes on your own sales to your customers.

7. Etchly Pro

7.1 What it is. Etchly Pro is an optional subscription. It costs $24.95 every 30 days or $239 a year, starts with a 7-day free trial with full Pro pricing, and gives you 10% off the wholesale base price of every item we make for you, plus the other benefits described in the app. The discount doesn't apply to upgrades, shipping or tax, and applies to orders accepted while your subscription is active.

7.2 Billing. Shopify bills Etchly Pro on your Shopify invoice, under Shopify's terms. You can cancel at any time in Shopify; a downgrade takes effect at the end of your billing period, and uninstalling Etchly cancels Pro. Charges already billed are not refunded or prorated, except where Shopify's billing rules or the law require.

7.3 Earned Pro. If your store's Etchly orders reach $12,000 in any 12 months (what we charged for items and their upgrades, less refunds, not counting shipping or tax), you get the benefits of Etchly Pro free for the following 12 months, and again for each later 12 months in which you still qualify when the previous free period ends. Earned Pro doesn't refund or credit plan fees already billed, and it doesn't cancel a paid plan for you.

7.4 Changes. We may change the Pro price or benefits with at least 30 days' notice. A price change takes effect at your next billing period after the notice period.

8. Shipping

We ship to addresses in the United States only, including the 50 states, Washington, D.C., APO/FPO/DPO military addresses and US territories and send tracking to your Shopify store. The Shipping & Returns Policy is part of these Terms. You are responsible for the shipping addresses in your orders: if the address was wrong or incomplete, you pay for the remake and the reshipping. You are also responsible for your own shipping charges and the delivery dates you give your customers.

9. Defects and returns

9.1 Defects. If an item we made has a manufacturing defect or doesn't match the published design, Etchly decides whether to remake the item or refund it, and a refund goes to your Etchly wallet, at no cost to you. Use Report a problem on the order's page in Etchly (or send us a message) within 30 days of delivery, as the Shipping & Returns Policy describes.

9.2 No change-of-mind returns. Every item is made to order, so we don't accept returns or give refunds for a change of mind, a wrong size or a customer who no longer wants the item, or for errors in the design you published (for example spelling, low-resolution artwork or placement you chose).

9.3 Your customers. You set your own return policy and handle your customers' returns and refunds. A remake, or a refund to your wallet, is the only remedy Etchly provides for a defective item.

10. Your content, and the license you give us

10.1 You own your content. You keep all rights in the artwork, text and designs you upload or create ("Your Content").

10.2 License to Etchly. You give Etchly a non-exclusive, worldwide, royalty-free license to use, copy, store, process, review and reproduce Your Content, only to provide the Service: to show previews, create your product listings at your direction, make and ship your products, keep records, and provide support. The license lasts while Your Content is in the Service, and afterwards for as long as we need to finish open orders and keep required records. We won't use Your Content to advertise Etchly without your permission, won't sell it, and won't use it to train AI models.

10.3 Production partners. If a production partner makes an item for you, we may give it the files it needs for that job only.

11. Your rights confirmation

When you publish a product, you confirm that:

• (a) you own Your Content, or have every license and permission needed for Etchly to make, and you to sell, products with it;
• (b) Your Content and your products don't infringe any copyright, trademark, right of publicity or privacy, or other right;
• (c) Your Content isn't prohibited by section 12;
• (d) your listings, prices and claims to customers are accurate and lawful.

Review and proof. We may review content at any time, including with automated tools, and may ask you for proof of your rights. Any review we do is not legal clearance and doesn't shift responsibility to Etchly.

Our right to refuse or remove. We may refuse to publish, unpublish an Etchly product from your store, cancel unshipped orders, or stop making any design that we believe infringes someone's rights, is the subject of a credible complaint, or breaks section 12. If we cancel an order for this reason, we credit your wallet for anything charged for it, and we'll tell you why.

Complaints. Rights holders can report content under the Artwork & Rights Policy. We may share your business name and contact details with a rights holder who makes a valid complaint.

12. Prohibited content

You may not use Etchly to make or sell products that contain or promote:

• content that infringes copyright, trademark, publicity or other rights;
• hate speech, or attacks on people based on protected characteristics;
• threats, harassment, or promotion of violence, terrorism or violent extremism;
• sexually explicit material, or any sexual content involving minors;
• illegal products or activity;
• false or misleading claims, counterfeit goods, or impersonation;
• other people's personal information without their consent;
• anything else that is unlawful where it is made, sold or shipped.

You must also follow Shopify's Acceptable Use Policy.

13. Your other responsibilities

You agree to use the Service only for lawful business purposes; not to copy, reverse engineer, overload or interfere with the Service or access other merchants' information; to describe products accurately to your customers, including that they are made to order; and to provide customer service to your customers.

14. Suspension and termination

14.1 By you. You can stop using Etchly at any time by uninstalling it and closing any web account. Orders already accepted for production will still be made, shipped and charged.

14.2 By us. We may suspend or end your access, with notice where reasonable, if you break these Terms, your wallet stays negative for more than 30 days, you make repeated or bad-faith payment disputes, you repeatedly infringe others' rights, the law or Shopify requires it, or we stop offering the Service. If we stop the Service for reasons other than your breach, we'll give at least 30 days' notice.

14.3 After termination. Sections 5.4, 5.5, 6, 9.3, 10.2 (for records and open orders), 11, and 15 to 19 survive.

15. Disclaimer of warranties

Except for the commitments in section 9.1, the Service and products are provided "as is" and "as available". To the fullest extent the law allows, Etchly disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We don't warrant that the Service will be uninterrupted or error-free, that estimates will always be met, or that any content review will catch every problem.

16. Limitation of liability

To the fullest extent the law allows:

• (a) Etchly isn't liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, sales, goodwill or data;
• (b) Etchly's total liability for all claims about the Service or these Terms is limited to the greater of (i) the amounts you paid Etchly in the 12 months before the event that caused the claim, or (ii) US $100.

These limits don't apply where the law doesn't allow them, for example to liability for fraud, or for death or personal injury caused by negligence.

17. Indemnity

You will defend and indemnify Etchly LLC and its owners, employees and contractors, and hold them harmless, against third-party claims, and the related losses, damages, fines and reasonable legal fees, arising from:

• (a) Your Content, including any claim that it infringes someone's rights;
• (b) your products, listings, prices or sales, and your dealings with your customers;
• (c) your breach of these Terms or of the law.

We'll tell you promptly about any such claim and let you control its defense. You may not settle a claim in a way that admits fault by Etchly without our written consent.

18. Governing law and disputes

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws rules.

Before filing a claim, each party agrees to try to resolve the dispute informally for 30 days after written notice to the other. Notice to Etchly is given through our contact form or by mail to the address below.

If that doesn't work, the dispute will be decided only in the state or federal courts located in Clark County, Nevada, and both parties consent to those courts. Either party may seek urgent court relief to protect intellectual property or confidential information. To the extent the law allows, claims must be brought individually and not as part of a class action.

19. General

Entire agreement. These Terms, with the policies they name, are the whole agreement between you and Etchly about the Service.

Changes. We may update these Terms. We'll post the new version and update the date, and for material changes we'll notify you in the app at least 14 days before they take effect. Continuing to use the Service after that means you accept them.

Notices. We send notices in the app or to the email address we have for your store or account. You send notices through our contact form or by mail to the address below.

Assignment. You may not transfer these Terms without our consent. We may transfer them as part of a merger, acquisition or sale of assets.

Force majeure. We aren't responsible for delays caused by events beyond our reasonable control, including carrier delays, platform outages, supply shortages, natural disasters and government action.

Severability and waiver. If part of these Terms can't be enforced, the rest still applies. Not enforcing a right isn't a waiver of it.

Independent parties. You and Etchly are independent businesses. Nothing here creates a partnership, agency or employment relationship.

Shopify. These Terms are between you and Etchly, not Shopify. Shopify isn't responsible for the Service, and your use of Shopify is governed by Shopify's own terms.

20. Contact

Etchly LLC
6370 W Flamingo Rd., Suite 14K36
Las Vegas, NV 89103
United States

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