Avail Terms of Service
Effective Date: Feb 18, 2023
Last Updated: Oct 15, 2025
These Terms of Service ("Terms") govern the use of the Avail swag management and fulfillment platform ("Platform") and related services ("Services") provided by Avail Labs, LLC ("Avail," "we," "us," or "our") to enterprise customers ("Customer," "you," or "your").
By executing an Order Form, Master Services Agreement ("MSA"), or accessing our Services, you agree to be bound by these Terms. If these Terms conflict with the terms of a signed MSA, the MSA shall govern.
1. Definitions
- Platform: Avail's proprietary web-based platform for managing branded merchandise, inventory, fulfillment, gifting, and related logistics.
- Services: The Platform and all related support, fulfillment, warehousing, or professional services as described in applicable Order Forms or Statements of Work ("SOWs").
- Customer Data: All data, content, or materials submitted by Customer or its Authorized Users to the Platform.
- Authorized Users: Customer's employees, contractors, or agents authorized to access the Platform.
2. Access and Use
- Avail grants Customer a non-exclusive, non-transferable, limited right to access and use the Services for internal business purposes during the Term.
- Customer is responsible for maintaining the confidentiality of its account credentials and ensuring Authorized Users comply with these Terms.
- Customer shall not:
- License, sublicense, sell, or distribute the Services to third parties;
- Reverse engineer, copy, or create derivative works from the Services; or
- Use the Services to build a competing product or service.
3. Service Levels and Availability
- Avail will use commercially reasonable efforts to maintain 99.5% uptime (excluding planned maintenance and force majeure).
- Support requests will be handled according to the Service Level Agreement (SLA) attached as Exhibit A or otherwise agreed.
- Avail will provide advance notice for any scheduled maintenance that may affect access.
4. Professional Services
If professional or implementation services are provided, they will be governed by an applicable SOW. All deliverables are deemed accepted upon delivery unless Customer provides written notice of material nonconformance within ten (10) business days.
5. Orders, Inventory, and Fulfillment
- Customer may use the Platform to submit purchase orders for branded merchandise and swag items.
- Orders are binding once approved or submitted via the Platform.
- Fulfillment timelines are estimates and may vary due to supplier or logistics factors.
- Title and risk of loss transfer to Customer upon shipment from Avail or its third-party logistics partner.
- Avail may dispose of inventory that remains unclaimed or unpaid for more than 180 days after written notice.
6. Fees and Payment Terms
- Fees are as set forth in the applicable Order Form or SOW.
- Unless otherwise agreed, all invoices are due within thirty (30) days of issuance.
- Late payments may incur interest at 1.5% per month (or the maximum permitted by law).
- Fees are exclusive of taxes, duties, and shipping, which are the responsibility of the Customer.
7. Data and Privacy
- Customer's data is handled in accordance with Avail’s Privacy Policy at www.availswag.com/privacy-policy.
- Customer retains all ownership rights in its Customer Data.
- Avail may process and store Customer Data solely for the purpose of providing the Services and improving the Platform.
- Avail maintains industry-standard administrative, physical, and technical safeguards to protect Customer Data.
8. Confidentiality
- Each party agrees to protect the other’s Confidential Information using reasonable care and not to disclose it except to employees or agents who need to know for purposes of the agreement.
- Confidentiality obligations will survive for three (3) years after termination.
9. Intellectual Property
- Avail retains all right, title, and interest in and to the Platform, software, APIs, documentation, and related materials.
- Customer retains all rights to its logos, trademarks, and other brand assets.
- Any feedback or suggestions provided by Customer may be used by Avail without restriction.
10. Representations and Warranties
- Each party represents that it has the legal authority to enter into these Terms.
- Avail warrants that the Services will materially perform as described in applicable documentation.
- EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AVAIL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
11. Indemnification
Each party will indemnify, defend, and hold harmless the other from any third-party claims, damages, or expenses arising out of:
- (a) breach of these Terms,
- (b) gross negligence or willful misconduct, or
- (c) intellectual property infringement (limited to the Platform, in Avail’s case).
12. Limitation of Liability
- EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR IP INFRINGEMENT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
- AVAIL’S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO AVAIL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
13. Term and Termination
- The Term will be defined in the applicable Order Form or MSA.
- Either party may terminate for material breach not cured within thirty (30) days of written notice.
- Upon termination:
- Access to the Platform will cease;
- Customer will pay all fees due through the termination date; and
- Each party will return or destroy the other’s Confidential Information upon request.
14. Compliance and Ethical Standards
- Both parties will comply with all applicable laws, including those related to anti-bribery, export control, and data protection.
- Avail may audit usage for compliance purposes with reasonable notice.
15. Governing Law and Dispute Resolution
- These Terms are governed by the laws of North Carolina, excluding its conflict of laws principles.
- Any dispute not resolved informally will be submitted to binding arbitration in Charlotte, North Carolina, under the rules of the American Arbitration Association.
- Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidentiality.
16. Force Majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, labor disputes, or internet failures.
17. Miscellaneous
- These Terms, together with any Order Form, SOW, or MSA, constitute the entire agreement between the parties.
- No waiver is effective unless in writing.
- Neither party may assign these Terms without the other’s written consent (except to an affiliate or successor by merger or acquisition).
- Notices must be in writing and delivered to the addresses specified in the Order Form.
18. Contact Information
Avail Labs, LLC
9555 Monroe Rd.
Charlotte, NC 28270
support@availswag.com
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