Terms of Use

Last Updated: December 2024

SwagUp (a Bensussen Deutsch & Associates LLC company) provides these Terms of Use governing the website, platform, redeem pages, shops, and associated apps/websites (the “Site”) and services (the “Services”).

Users acknowledge that by accessing or using the Site/Services, or upon accepting a Purchase Order, they agree to be bound by these Terms. SwagUp reserves unilateral modification rights. Users affirm they are of legal age and authorized to bind any organization they represent.

1. Services & Access

SwagUp offers branded swag products with design, inventory management, distribution, warehousing, and fulfillment services. Users receive restricted Site/Service access with no intellectual property rights granted. SwagUp reserves rights to refuse service, suspend accounts, block access, or cancel orders at its sole discretion.

Usage restrictions — prohibited activities include:

Making Site available to unauthorized parties
Transmitting advertisements without approval
Publishing unlawful, defamatory, obscene, or infringing content
Sublicensing or reselling Services
Uploading disruptive content
Reverse engineering or hacking the platform
Building competitive products using the Site

Users must maintain password confidentiality, notify SwagUp of unauthorized access immediately, and properly log out.

2. Products

Product listings and descriptions provided without guaranteeing availability, accuracy, or completeness. Subject to change without notice. If products become unavailable after payment, SwagUp provides notice and replacement suggestions. SwagUp may limit quantities, discontinue products, impose coupon conditions, refuse orders, or cancel purchases without prior notice. Resale prohibited without express written consent. Title passes upon purchase completion.

3. Purchase Orders

Purchase Orders require SwagUp acceptance. Each identifies specific products, services, quantities, and pricing. Terms in Purchase Orders prevail over these Terms if conflicting.

4. Payments

All prices exclude taxes, shipping, and handling (customer responsibility). Payment obligations are non-cancelable and non-refundable (except as specified). Customized products require upfront payment before production. Unpaid fees after 30 days incur 1.5% monthly finance charges (or legal maximum) and collection expenses. Dollar-loaded Credits are nonrefundable, non-cashable, and uninsured.

5. Intellectual Property

SwagUp retains all Site and Service intellectual property rights. All Site Content belongs exclusively to SwagUp/licensors, protected by U.S. and international law. Customers grant SwagUp non-exclusive, perpetual, irrevocable, royalty-free rights to customer ideas and suggestions. “User Content” (marks, artwork, logos, designs, data, materials) remains customer-owned but customers grant SwagUp worldwide, non-exclusive, royalty-free licenses (sublicensable to suppliers/fulfillment partners) for service performance and custom product creation.

6. Storage

Upon paying charges, customers may store products at SwagUp or third-party facilities. Storage billed every six months. Products unpaid for 6+ months become “Inactive Inventory” — SwagUp provides 30-day notice before potential destruction, donation, or discarding.

7. Shipping

Shipping charged at current rates. Delivery dates are approximate and subject to carrier operations, weather, strikes, and force majeure. SwagUp bears no liability for delivery delays.

8. Memberships, Shops & Loyalty Program

Membership tier selection with Membership Fee grants access to benefits and discounts. Full terms in separate Membership Terms document.

9. Warranties

Customers represent that User Content doesn't infringe third-party rights and that use complies with applicable laws.

Disclaimer: All products and Site/Services are provided “as is” without any warranties, express or implied, including merchantability and fitness for particular purpose. SwagUp doesn't warrant uninterrupted, timely, secure, or error-free performance.

10. Confidentiality

Each party restricts the other's Confidential Information to necessary employees/contractors. Third-party disclosure requires prior written approval except when legally compelled. Exceptions: publicly known info, previously known info, independently developed info, unrestricted third-party sources.

11. Third Party Sites

SwagUp links to third-party websites but isn't responsible for their content, accuracy, goods, or services. SwagUp is not responsible for any goods, services, information, resources, or content on third-party sites.

12. Limitation of Liability

SwagUp is not liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, data loss, or opportunity loss. Maximum aggregate liability equals fees paid in the preceding six months or $100, whichever is greater. Dissatisfaction's sole remedy is discontinuing use.

13. Indemnity

Customers defend, indemnify, and hold SwagUp harmless from third-party claims arising from Site/Service misuse, User Content, product misuse/resale/unlawful distribution, Term violations, or product-caused harm (excluding SwagUp gross negligence, fraud, or recklessness). SwagUp defends customers against third-party IP infringement claims regarding Products/Services.

14. Publicity

Customers approve SwagUp's display of their name and logo on its website and marketing materials, with revocation rights via written notice.

15. Governing Law and Dispute Settlement

All disputes determined by confidential binding arbitration in Piscataway, New Jersey before a single JAMS arbitrator. Governed by New Jersey law without conflict-of-law principles. UN Convention on International Sales of Goods excluded.

Class Action Waiver: All claims must be individual, not class/collective/representative actions.

16. General Terms

Assignment: Customers can't assign without consent; SwagUp may freely assign
Notices: Written communications deemed delivered when sent
Party Relationship: Independent contractors
Severability: Invalid provisions replaced with closest valid equivalent
Force Majeure: SwagUp not liable for failures due to circumstances beyond reasonable control
Entire Agreement: These Terms, Purchase Orders, and related documents constitute the complete agreement