MERCHANT USER AGREEMENT
avnu, LLC
Last Updated: February 4th, 2026
This Merchant User Agreement (“Agreement”) governs access to and use of the avnu marketplace platform (the “Platform”) by merchants (“Merchant,” “you,” or “your”). This Agreement is entered into by and between you and avnu, LLC, a Utah limited liability company (“avnu,” “we,” “us,” or “our”).
By registering for a Merchant account, listing products, or otherwise using the Platform, you agree to be bound by this Agreement and all policies incorporated by reference, including the Payment Processing Policy, Shipping Policy, Returns Policy, Product Quality Guidelines, and Acceptable Use Policy (collectively, the “Policies”).
If you do not agree, you may not access or use the Platform.
1. Marketplace Structure & Roles
1.1 Marketplace Facilitator
avnu operates a curated online marketplace that facilitates the discovery, listing, promotion, and purchase of products offered by Merchants.
Merchant is the Seller of Record for all transactions.
avnu acts solely as a marketplace facilitator and technology platform and does not:
- Take title to products
- Possess, warehouse, inspect, or ship products
- Manufacture or design products
- Act as Merchant’s agent, distributor, or representative
All sales are made directly between Merchant and the customer.
1.2 No Consumer Contract
Merchant acknowledges and agrees that avnu is not a party to the transaction between Merchant and any customer and does not assume any obligations arising from such transactions.
Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or fiduciary relationship.
2. Merchant Eligibility & Requirements
2.1 U.S.-Based Merchants Only
Merchant must:Be headquartered in the United States
Be a legally formed U.S. business entity
Ship all products from within the United States
2.2 Prohibited & Regulated Products
Merchants may not list or sell products from regulated or restricted categories, including but not limited to:
- Alcohol, tobacco, vaping, cannabis, CBD, or controlled substances
- Firearms, ammunition, weapons, weapon accessories, or weapon components
- Medical devices, pharmaceuticals, or ingestible supplements requiring regulatory approval
- Hazardous materials, recalled goods, or unsafe products
- Adult, sexually explicit, or obscene content
avnu may update restricted categories at any time in its sole discretion.
3. Product Standards & Quality
Merchant represents and warrants that all products:
- Are lawful, safe, and compliant with applicable laws
- Are accurately described and depicted
- Are free from material defects
- Meet avnu’s Product Quality Guidelines
avnu may remove any product or suspend any Merchant that fails to meet quality, trust, or safety standards.
4. Orders, Fulfillment & Shipping
4.1 Fulfillment Responsibility
Merchant is solely responsible for:
- Order fulfillment and delivery
- Product packaging and condition
- Customer service related to orders
4.2 Shipping Timeframes
Unless otherwise approved in writing:
- Orders must be tendered to UPS within five (5) business days of order placement
- avnu may generate and provide tracking information to customers
- Repeated failure to meet shipping requirements may result in delayed payouts, suspension, or removal
4.3 Shipping Costs
Shipping cost responsibility is determined by the options selected by Merchant during onboarding.Merchant agrees to honor all shipping terms selected and disclosed to customers.
avnu is not responsible for shipping cost discrepancies, carrier delays, or failed deliveries.
5. Returns, Refunds & Customer Remedies
5.1 Minimum Return Window
Merchant must offer a minimum thirty (30) day return window from delivery for:
- Unused products in original condition (including tags, where applicable)
- Products that arrive damaged, defective, or not as described
5.2 Return Shipping Costs
Merchants are not required to cover return shipping costs by default, except where:
- Required by applicable law
- The product is defective, damaged, or incorrect
- Merchant has elected to cover return shipping during onboarding
Return cost allocation must be clearly disclosed to customers.
5.3 Returns Processing
Returns must be processed through avnu’s designated UPS-based returns workflow.
Refunds must be issued promptly in accordance with applicable laws and Platform policies.
avnu reserves the right to issue refunds to customers in its discretion to protect marketplace integrity, and may recover such amounts from Merchant payouts.
6. Payments, Payouts & Fees
6.1 Fees
Merchant agrees to pay:
- A 6% commission on all gross sales through the Platform
- All applicable payment processing fees
- Fees for paid advertising, promotions, or premium placements (if elected)
- Any shipping costs Merchant has agreed to cover
avnu may update fees with reasonable notice.
6.2 Payout Timing
Standard payouts to Merchant will be initiated after avnu receives confirmation from UPS that the shipment has been accepted by the carrier, subject to:
- Payment processing timelines
- Fraud prevention reviews
- Chargebacks, disputes, or policy violations
avnu does not guarantee payout timing and is not responsible for delays caused by carriers, payment processors, or third-party systems.
6.3 Withholding & Offsets
avnu may withhold, delay, or offset payouts to:
- Cover refunds, chargebacks, or disputes
- Investigate suspected fraud or policy violations
- Comply with legal or regulatory obligations
This right survives termination of this Agreement.
7. Taxes & Compliance
Merchant is the Seller of Record and remains responsible for sales tax obligations, subject to applicable marketplace facilitator laws.
avnu may calculate, collect, and remit sales tax on Merchant’s behalf in certain jurisdictions using Stripe Tax.
Merchant agrees to provide accurate product tax classifications and indemnify avnu for inaccuracies in Merchant-provided tax information.
8. Chargebacks & Disputes
Merchant bears full responsibility for:
- Chargebacks
- Payment disputes
- Fraud-related losses
avnu may recover disputed amounts from Merchant payouts or require reimbursement.
9. Content, Advertising & Promotion Rights
9.1 Merchant Content License
Merchant grants avnu a worldwide, royalty-free, sublicensable license to use Merchant content (including product images, descriptions, trademarks, logos, and videos) in connection with avnu’s business, including:
- Platform display
- Editorial and curated content
- Marketing and promotional activities
9.2 Advertising Rights
Merchant expressly authorizes avnu to:
- Advertise Merchant products on external platforms, including search engines and social media
- Use Merchant content in paid and organic advertising
- Create derivative marketing content
- Feature products in avnu emails, social feeds, and editorial campaigns
These rights survive product delisting for non-commercial archival and historical use.
10. Product Safety, Recalls & Cooperation
Merchant must promptly notify avnu of:
- Product safety issues
- Regulatory inquiries
- Recalls or corrective actions
Merchant agrees to fully cooperate with avnu in issuing notices, removing products, and communicating with customers or regulators.
11. Insurance
Merchant represents that it maintains commercially reasonable insurance coverage appropriate to its products and operations.
avnu may require proof of insurance for certain product categories or volume thresholds, but no minimum coverage is required by default.
12. Prohibited Conduct
Merchants may not engage in fraud, deception, intellectual property infringement, or the promotion of hate speech or discriminatory content.
Any hate speech will result in immediate removal without notice.
13. Suspension & Termination
avnu may suspend or terminate any Merchant at any time, for any reason or no reason, with or without notice.
Termination does not relieve Merchant of existing obligations.
14. Disclaimers
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
avnu DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:avnu SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
avnu TOTAL LIABILITY SHALL NOT EXCEED FEES PAID BY MERCHANT TO avnu IN THE PRIOR TWELVE (12) MONTHS
16. Indemnification
Merchant agrees to defend, indemnify, and hold harmless avnu from all claims arising out of:
- Products sold
- Fulfillment, shipping, or returns
- Customer injuries or damages
- Regulatory violations
- Intellectual property infringement
- Inaccurate tax or product information
17. Arbitration & Class Action Waiver
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
- Arbitration will take place in Utah
- Class actions and representative actions are waived
- Each party bears its own costs unless otherwise required by law
18. Survival
Sections relating to fees, payouts, withholding and offsets, content licenses, indemnification, limitation of liability, arbitration, governing law, confidentiality, and payment obligations survive termination.
19. Force Majeure
avnu is not liable for delays or failure to perform resulting from causes beyond its reasonable control, including natural disasters, carrier disruptions, internet outages, regulatory actions, labor disputes, or acts of government.
20. Governing Law & Entire Agreement
This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law principles.
In the event of a conflict between this Agreement and any policy, guideline, or incorporated document, the terms of this Agreement shall control unless expressly stated otherwise.
This Agreement constitutes the entire agreement between the parties.