Welcome to brandboom.com and any related websites, tools, platforms, and applications that Brandboom provides (collectively, the “Site”) and the services offered through the Site (the “Services”). These Terms of Service, together with any addenda or order forms that reference them (collectively, the “Terms”), form a legally binding agreement between Brandboom, Inc. (“Brandboom,” “we,” “us,”) and you (“you,” “your,”).

Certain customers may enter into a separate written subscription or services agreement with Brandboom that provides for pricing, payment schedules, services, or other terms that differ from Brandboom’s standard self-service offering. In such cases, the applicable agreement and order form will govern solely with respect to those differences.

By accessing or using the Site or Services—whether you are browsing or have created an account—you agree to these Terms. If you do not agree, do not use the Site or Services.

If you use the Site or Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” includes that entity.

‍

1. Changes to These Terms

We may update these Terms from time to time by posting the updated version on the Site and updating the “Last updated” date. Your continued use of the Site or Services after the update becomes effective constitutes acceptance of the updated Terms.

If you have an active Subscription Agreement or Order Form, updates to these Terms will not materially reduce your rights or increase your obligations during the then-current subscription term with respect to the services covered by that agreement, unless the agreement expressly allows it or applicable law requires it.

2. Overview of the Services; Marketplace Role

Brandboom provides a B2B information and sales platform where sellers of products (“Sellers”) can present offerings, manage relationships, and transact with buyers (“Buyers”).

Brandboom is not a party to transactions between Sellers and Buyers except in limited cases where Brandboom is expressly identified as the Merchant of Record (see the Payments Addendum). Sellers and Buyers are solely responsible for their transactions, including product quality, safety, legality, pricing, representations, warranties, delivery, and payment obligations.

Brandboom does not conduct background checks and is not a broker, agent, or insurer for Buyers or Sellers.

3. Eligibility

You must be able to form a binding contract to use the Services. If you are an individual, you represent that you are at least 18 years old.

4. Accounts, Seats, Fees, and Billing

4.1 Definitions

• “Account” means a Buyer Account or Seller Account.

• “User Account” means an individual login that accesses an Account.

• “Seat” means an authorized user under a Seller Account (paid or free, as applicable).

• “Content” means materials uploaded or transmitted through a Seller Account (see Section 7).

• “Subscription Agreement” means a separate written agreement signed by Brandboom and Customer that governs non-standard pricing, payment terms, services, or other commercial terms.

4.2 Account Types

Brandboom offers:

• Buyer Accounts (buyer-only access; generally free of charge), and

• Seller Accounts (seller features, including uploading and sharing Content; may include free and paid Seats).

4.3 Registration and Accuracy

You must provide current, complete, and accurate information during registration and keep it updated, including billing and payment information where applicable.

4.4 User Accounts; Credential Sharing

Each User Account must be used by a single individual and may not be shared. You are responsible for all activity that occurs under your credentials and must promptly notify us of any suspected unauthorized access.

4.5 Seats and Plan Rules

A Seller Account may have multiple User Accounts/Seats. Your plan determines which features are available and whether Seats are paid. You agree not to bypass Seat limits or technical controls.

4.6 Term

• Buyer Accounts and Seller Accounts with only free Seats may be month-to-month with no fixed term unless otherwise stated.

• Seller Accounts with one or more paid Seats may be billed on a monthly or annual term as selected at checkout (the “Subscription Term”), starting on the date of first payment.

• Subscriptions renew automatically at the end of each billing period (monthly or annual, as applicable) at the then-current rate for your plan, unless you cancel before the renewal date in accordance with Section 4.10.

4.7 Fees; Taxes; Payment Terms

Fees are described on Brandboom’s Plans & Pricing page and/or an applicable order form or Subscription Agreement (collectively, “Fees”). You agree to pay all Fees and applicable taxes.

Unless otherwise stated:

• All Fees are in U.S. dollars.

• If paying by card, you authorize Brandboom (and our payment processors) to charge your payment method automatically at each renewal for all Fees, taxes, and any other amounts due under these Terms, without further notice or action required from you.

• If invoiced, invoices are due net 30 days from the invoice date.

No refunds. Except where required by applicable law or expressly stated in an addendum or order form, Fees are non-refundable and subscription commitments are not cancellable mid-term.

You authorize Brandboom to implement and bill for changes initiated through the Services (including adding/removing seats or enabling paid features), including prorated charges where applicable.

4.8 Seat Changes; Proration

Customer may add paid Seats at any time during a Subscription Term through the Services or by written request. Any additional Seats will be billed at the applicable per-Seat rate and, unless otherwise stated in an applicable order form or Subscription Agreement, prorated for the remainder of the then-current Subscription Term.

Customer authorizes Brandboom to implement and bill for Seat changes initiated through the Services, including charging the payment method on file for any prorated or recurring Fees.

Reductions in Seats take effect at the next renewal and do not reduce Fees during the then-current Subscription Term, unless expressly stated in an applicable order form or Subscription Agreement.

4.9 Delinquent Payments; Suspension

Late payments may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid. You are responsible for reasonable collection costs.

We may suspend or restrict access to Services for overdue amounts. If an account is suspended for more than 30 days, we may terminate it.

4.10 Cancellation by You

You may cancel an Account by following instructions in the Services. Cancellation becomes effective at the end of your current billing period or Subscription Term unless your order form states otherwise. Amounts due remain payable.

Cancellation does not relieve Customer of any payment obligations accrued prior to the effective date of cancellation or, for contracted subscriptions, any payment obligations for the committed subscription term.

Cancellation for Contracted Subscriptions

If Customer has entered into a Subscription Agreement or Order Form with a stated subscription term or payment commitment, cancellation and termination rights are governed by that agreement and Order Form. Except as expressly permitted therein, such subscriptions are non-cancellable during the committed term, and all Fees for the committed term remain payable.

Termination for Cause. If Brandboom terminates a contracted Customer's access to the Services for cause, including without limitation for violation of these Terms, fraud, or misuse of the Services, all Fees for the remainder of the committed subscription term become immediately due and payable as of the termination date. Termination for cause does not relieve Customer of any payment obligations for the committed term.

4.11 Effect of Termination or Cancellation

If your Seller Account is cancelled or terminated:

• any unpaid Fees become immediately due,

• associated User Accounts/Seats may be removed or disabled, and

• we may delete your Content and account data consistent with our data retention practices, applicable law, and any order form.

We do not guarantee Content retention after termination. You are responsible for exporting any Content you wish to keep prior to cancellation/termination where export functionality is available.

5. Acceptable Use and Restrictions

You agree to comply with all applicable laws and not to misuse the Site or Services. You will not, and will not attempt to:

1. interfere with or disrupt the Site/Services (including denial-of-service attacks);

2. access accounts or systems without authorization;

3. use malware, bots, scrapers, spiders, or automated means to access the Services except as expressly permitted (e.g., via an approved API);

4. reverse engineer, decompile, or attempt to discover source code except where prohibited by law;

5. copy, frame, mirror, resell, lease, or commercially exploit the Services except as expressly allowed;

6. use the Services to build or benchmark a competing product or service except as permitted by law;

7. upload, post, transmit, or store content that is unlawful, defamatory, obscene, abusive, harassing, hateful, discriminatory, or that threatens violence;

8. infringe intellectual property, privacy, or publicity rights;

9. phish, impersonate others, misrepresent affiliation, or engage in fraud;

10. circumvent plan limitations, access controls, or marketplace transaction fees.

6. Suspension; Service Changes; Discontinuation

We may suspend, restrict, or terminate your access to the Site or Services immediately if we reasonably believe:

• you violated these Terms,

• your use poses a security risk,

• suspension is required by law, or

• your account is delinquent.

We may modify the Site or Services. If we discontinue a paid Service, we will use commercially reasonable efforts to provide at least 30 days’ notice where practical.

Termination for cause of a contracted subscription does not affect Customer's payment obligations for the remainder of the committed term, which remain due and payable in full.

7. Seller Content

7.1 Ownership

As between you and Brandboom:

• you retain ownership of your Content, and

• Brandboom owns and retains all rights in the Site and Services (excluding your Content).

7.2 License to Operate the Services

You grant Brandboom a non-exclusive, worldwide, royalty-free, sublicensable (to service providers), and transferable license to host, store, reproduce, transmit, display, and otherwise use your Content solely as necessary to provide, maintain, secure, support, and improve the Services; to comply with law; and to enforce these Terms.

7.3 Your Responsibilities for Content

You are responsible for your Content and represent and warrant that:

• you have all rights necessary to upload and use the Content, and

• your Content does not violate law or third-party rights.

You control who has access to your Content, including by sharing links, credentials, or other access mechanisms. You are responsible for maintaining the confidentiality of those access methods and for use of your Content by those you authorize.

7.4 Monitoring and Removal

We do not pre-screen all Content. We may remove or restrict Content at our discretion, including to comply with law, respond to legal requests, enforce these Terms, protect safety, or address abuse.

8. Confidentiality

8.1 Brandboom Confidential Information

Non-public information about the Site/Services (excluding your Content) may be Brandboom confidential. You agree not to disclose Brandboom confidential information except as needed to use the Services and only to personnel bound by confidentiality obligations.

8.2 Customer Data

Brandboom will handle personal information in accordance with our Privacy Policy. You are responsible for ensuring you have the right to upload any personal data you provide to the Services.

9. Third-Party Services and Links

The Services may integrate with or link to third-party services (e.g., Shopify, Stripe, PayPal, ApparelMagic). Third-party services are governed by their own terms and privacy practices. Brandboom is not responsible for third-party services.

10. Intellectual Property; Feedback

Brandboom (and its licensors) own all rights, title, and interest in the Site and Services. No rights are granted except as expressly stated.

If you provide suggestions, ideas, or feedback, you grant Brandboom a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate them without restriction or compensation.

11. Copyright / DMCA Notice

If you believe content on the Site infringes your copyright, send a written notice to [email protected] including:

1. your physical or electronic signature;

2. identification of the copyrighted work;

3. identification of the infringing material and where it is located (URL);

4. your contact information;

5. a statement of good faith belief the use is unauthorized; and

6. a statement under penalty of perjury that the notice is accurate and you are the owner or authorized to act.

‍

Mail notices to:

Brandboom, Inc.

1111 S Grand Ave PH4

Los Angeles, CA 90015

Attn: Copyright Infringement Notifications

We may remove content and terminate repeat infringers as appropriate.

12. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BRANDBOOM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

BRANDBOOM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

SELLERS ARE SOLELY RESPONSIBLE FOR PRODUCTS AND SERVICES THEY OFFER. BRANDBOOM IS NOT RESPONSIBLE FOR DISPUTES BETWEEN BUYERS AND SELLERS EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ADDENDUM.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• BRANDBOOM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

BRANDBOOM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY YOU TO BRANDBOOM FOR THE SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

Any different liability limits agreed in a signed Subscription Agreement or Order Form apply solely to the scope of services covered by that agreement.

14. Indemnification

You agree to indemnify, defend, and hold harmless Brandboom and its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• your use or misuse of the Site/Services,

• your violation of these Terms or law,

• your Content, or

• your violation of third-party rights.

15. Export Controls and Sanctions

You may not use the Services if you are located in a country subject to U.S. embargo, or if you are listed on a U.S. restricted party list, and you agree to comply with applicable export control and sanctions laws.

16. Force Majeure

Brandboom is not liable for delays or failures caused by events beyond reasonable control (e.g., outages, natural disasters, war, terrorism, labor disputes, government actions, internet or hosting provider failures).

17. Communications; Notices

You consent to receive communications from Brandboom electronically (e.g., email, in-product notifications). Notices are effective when sent or posted, unless law requires otherwise.

18. General

• No Agency. No partnership, joint venture, employment, or agency relationship is created.

• Assignment. Brandboom may assign these Terms without your consent. You may not assign without our prior written consent.

• Severability. If any provision is unenforceable, the remainder remains in effect.

• Governing Law; Venue. California law governs. Exclusive venue for disputes is state or federal courts in Los Angeles County, California.

• Class Action Waiver. You agree to bring claims only on an individual basis and not as a plaintiff or class member in any purported class or representative action, to the extent permitted by law.

• Entire Agreement; Order of Precedence. These Terms, plus any order forms and addenda, are the entire agreement. If there is a conflict, the following order of precedence applies:

1. an applicable Order Form, (2) an applicable Subscription Agreement, (3) addenda, and (4) these Terms.

Addenda form part of these Terms unless an Order Form or Subscription Agreement expressly states otherwise.

‍

⸻

Addendum A — Payments on Brandboom (Buyers and Sellers)

This Payments Addendum applies only to transactions that involve payments features offered through the Services, including where Brandboom is identified as Merchant of Record.

A1. Key Definitions

• “Marketplace Transaction”: an order placed through a Brandboom Marketplace or Brandboom Partner Marketplace.

• “Non-Marketplace Transaction”: any transaction where Brandboom is not the Merchant of Record and payment is handled directly between Buyer and Seller (including via external invoicing or third-party systems).

• “MoR” (Merchant of Record): the entity that is the seller of record for payment processing and is responsible for certain payment obligations in connection with the transaction.

• “Stripe Express”: a Stripe Express account connected through Brandboom for eligible Sellers.

• “Transaction Fees”: Brandboom fees for payment processing and/or marketplace participation, as presented during application, order acceptance, and/or checkout.

A2. When Brandboom Is Not the Merchant of Record (Non-Marketplace Transactions)

If an order involves any of the following, Brandboom is not the Merchant of Record and Buyer transacts directly with Seller:

• Seller requests payment via external platforms (e.g., QuickBooks, Shopify, NetSuite)

• Seller and Buyer agree to offline payment (e.g., cash on delivery, check, bank transfer)

• Stripe/PayPal processing where Brandboom is not MoR

• any arrangement where Brandboom is not explicitly identified as MoR

In these cases, Brandboom is not responsible for payment processing, refunds, or dispute adjudication between Buyer and Seller, except as required by law.

A3. Marketplace Transactions (Brandboom as Merchant of Record)

For Marketplace Transactions:

• Brandboom will be identified as Merchant of Record (or will designate the MoR entity), and

• payment methods may include accepted credit cards or eligible accounts via Stripe Link (or as otherwise presented at checkout).

A4. Returns and Refunds — Marketplace Transactions (Buyer-Facing)

1. Return request window: Buyers must submit a return request to the Seller within 14 days of delivery (delivery determined by carrier confirmation unless otherwise required by law).

2. Seller discretion: Sellers determine whether to accept returns and the refund amount, consistent with the Seller’s terms shown on the order form (which may include caps).

3. Form of refund: Sellers may offer store credit through Brandboom or provide a monetary refund.

4. Brandboom dispute option: Buyer must first attempt resolution with Seller through Brandboom’s return/RA workflow. If unresolved, Buyer may open a dispute with Brandboom.

A5. Dispute Process (Marketplace Transactions)

If Brandboom reviews a dispute:

• Each party must respond to Brandboom requests within 3 calendar days.

• If a party fails to respond, Brandboom may decide based on available information.

• Brandboom’s dispute decision is made in good faith for platform administration purposes and is not legal arbitration.

Brandboom may resolve disputes by actions including (without limitation) refunding from the Seller’s Stripe Express balance or connected bank account, reversing a sale, or requiring payment, as permitted by the payment rails and these Terms.

A6. Releases (Marketplace Dispute Context)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYERS RELEASE BRANDBOOM AND ITS AFFILIATES FROM CLAIMS ARISING OUT OF OR RELATED TO SELLER GOODS/SERVICES OR BRAND­BOOM’S DISPUTE PROCESS DECISIONS, INCLUDING PRODUCT DEFECTS OR MISREPRESENTATIONS, EXCEPT WHERE SUCH RELEASE IS PROHIBITED BY LAW.

A7. Seller Requirements for Marketplace Transactions

For Marketplace Transactions, Sellers must:

• accept payment via Stripe Express as required by Brandboom,

• fulfill orders consistent with shipment timelines presented to Buyers,

• not route Buyers to alternative payment methods to avoid Transaction Fees.

Attempts to avoid marketplace fees may result in suspension or removal from the marketplace or termination of Services.

A8. Transaction Fees; International Fees; Chargebacks

• Transaction Fees are disclosed during the application/acceptance/checkout flow and may be deducted from payouts.

• International processing and conversion fees may be charged by Stripe and passed through as applicable.

• If a Buyer files a chargeback and the Seller is responsible, Brandboom may recover chargeback amounts and associated costs from the Seller’s Stripe Express balance and/or connected bank account as permitted.

Chargeback fee: In addition to the chargeback amount, Brandboom may assess a fee of 5% of the disputed transaction amount, plus any direct third-party fees charged to Brandboom by Stripe or payment networks in connection with the chargeback (e.g. network dispute fees), where permitted by law and payment network rules. This fee applies regardless of the outcome of the chargeback.

A9. Refunds/Returns — Non-Marketplace Transactions

For Non-Marketplace Transactions, Seller’s return and refund policies apply. Brandboom is not obligated to adjudicate disputes.

⸻

Addendum B — Brandboom Marketplaces

Brandboom Marketplaces are optional add-on Services for Seller Accounts.

B1. Eligibility and Activation

Participation may require:

1. acceptance of these Terms and this Addendum,

2. approval for a Stripe Express account (where required), and

3. acceptance of marketplace payments through the approved methods.

Acceptance into a marketplace is discretionary; application does not guarantee approval.

B2. Current Marketplaces (Example List)

Marketplaces may include (and may change over time):

• Brandboom Marketplace (Men’s and Women’s apparel and accessories)

• Brandboom Kids Marketplace (Baby and Kids products)

• The Style Pulse Marketplace (Partner Marketplace)

B3. Marketplace Transaction Fees

Marketplace Transaction Fees are disclosed during:

• Stripe Express / marketplace application,

• marketplace participation onboarding, and

• before acceptance of each order.

Fees may change due to market rates and processing costs; updated fees will be disclosed in the applicable workflow.

B4. Shipping Commitments; Cancellations

Upon accepting a marketplace order, Seller must provide an estimated ship date. If Seller fails to ship by that date and Buyer cancels, Seller may be responsible for some or all associated Transaction Fees as determined by Brandboom’s policies and disclosed in the workflow.

B5. Removal and Termination

Brandboom (and marketplace partners) may remove Buyers or Sellers from a marketplace at any time. Sellers may request removal using the platform tools. Appeals/requests can be directed to Brandboom support channels as posted in the Services.