Merchant User Agreement

Last updated: September 6, 2026

avnu, LLC

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 accepting this Agreement, you agree to this Agreement and the Shipping and Returns policy, Merchant Quality Guidelines, Product Quality Guidelines, and Acceptable Use Policy (the “Policies”). Section 6 governs merchant fees and payouts; any additional payment terms must be provided before acceptance. The Privacy Policy explains avnu’s data practices.

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 general agent, distributor, or representative; the limited authority expressly granted for payment, refund, and marketplace services is not a general agency

All sales are made directly between Merchant and the customer.

1.2 Allocation of Responsibilities

Merchant is responsible for its sale and fulfillment obligations. avnu provides the marketplace services and customer-assistance and refund-processing functions described in its customer policies. This allocation does not disclaim avnu’s own commitments or any duties imposed on avnu by applicable law, including marketplace-facilitator, consumer-protection, and seller-verification requirements.

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

Merchant-specific shipping policies govern fulfillment, subject to applicable law and the following requirements:

  • Merchant must tender each order to its chosen carrier within the handling timeframe stated in its shipping policy and clearly disclosed to the customer at checkout before payment. No uniform five-business-day dispatch deadline or UPS-only outbound-carrier requirement applies
  • 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

Merchant sets its shipping charges, shipping methods, handling times, delivery estimates, destination restrictions, and any free-shipping conditions. These terms must be accurate, accessible to customers, and clearly displayed at checkout before the order is submitted, with charges correctly allocated for multi-merchant orders.

Merchant must honor the shipping terms disclosed for the order. Any policy update applies only to future orders and must be reflected promptly in product offers, checkout, and information supplied for advertising and Merchant Center shipping configuration. An undisclosed charge, restriction, or slower timeframe cannot be imposed after purchase.

Merchant must provide accurate handling and transit estimates, shipping charges, delivery restrictions, and genuine carrier tracking. Any product-specific exception must be disclosed before purchase and cannot override an existing customer promise. Merchant must promptly notify avnu when shipment will be late and cooperate with required delay-consent notices, cancellations, and refunds. Carrier issues do not extinguish customer remedies for non-delivery or damaged goods.

5. Returns, Refunds & Customer Remedies

5.1 Minimum Return Window

Merchant must accept return requests made within thirty (30) calendar days after delivery for:

  • Products in new condition with their original tags (if originally supplied with tags)
  • Products that arrive damaged, defective, incorrect, or not as described; new-condition, original-tag, or packaging requirements must not defeat these claims

5.2 Return Shipping Costs

Responsibility for return-shipping costs varies by Merchant’s policy disclosed before purchase. Merchant must cover those costs where:

  • Required by applicable law
  • Merchant’s disclosed return policy provides for Merchant-paid return shipping
  • Merchant otherwise agrees to cover return shipping for the particular return

Merchant must clearly disclose who pays return shipping, including any differences by return reason, before purchase. Any customer-paid label charge or refund deduction must also be disclosed before the customer uses the label. avnu provides return labels; this does not necessarily mean return shipping is free. No restocking fees are permitted. Merchant may offer more generous return terms and optional exchanges, but must disclose and honor those terms and may not reduce the 30-day minimum or its covered categories. A shorter defect-reporting deadline, final-sale restriction, merchant delay, or termination from avnu cannot defeat these rights. Applicable law controls any required cost coverage, and statutory or warranty remedies may extend beyond 30 days.

5.3 Returns Processing

Customers may submit returns directly on avnu’s website. avnu provides return labels and instructions for shipment directly to Merchant. Merchant must maintain an accurate return address and cooperate with this workflow. A timely request remains timely while the customer awaits instructions.

Merchant must inspect returns and communicate a reasoned decision within five (5) business days after receipt and authorize refunds promptly enough to meet the customer-facing refund deadline. avnu may review a disputed denial and process a refund required by law or the applicable policy on Merchant’s behalf. Merchant authorizes avnu to recover the corresponding amount under Section 6. Customer refunds may not be conditioned on carrier reimbursement or a future merchant payout.

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 prospectively with reasonable advance notice and any consent required by law. Fee changes do not retroactively change completed transactions.

6.2 Payout Timing

Standard payouts to Merchant will be initiated after avnu receives verifiable confirmation that the shipment has been accepted by the carrier used for the order, 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

Withholding or offsets must relate to an identified or reasonably anticipated obligation and be proportionate to that risk. avnu will provide an explanation and reconciliation unless prohibited by law or a material investigation risk, and release remaining funds when the basis for holding them ends. This right survives termination.

7. Taxes & Compliance

Merchant is the Seller of Record and remains responsible for sales tax obligations, subject to applicable marketplace facilitator laws.

avnu will calculate, collect, and remit taxes where applicable marketplace-facilitator law requires avnu to do so, and may use tax service providers. Merchant remains responsible for taxes not legally allocated to avnu. A tax provider does not replace either party’s statutory duties.

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 (Non-Burdensome)

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.

Serious safety, hateful-conduct, or fraud violations may result in immediate removal. Merchant must follow the Acceptable Use Policy’s customer-data and honest-review rules and may not misrepresent avnu, Google, or another service’s endorsement.

13. Suspension & Termination

avnu may suspend or terminate participation for policy violations, material operational risk, legal requirements, or a business decision to discontinue participation. Notice will be given where reasonably practicable and required by law; urgent safety, fraud, or legal issues may require immediate action. Merchant may request review at info@shopavnu.com.

Termination does not relieve either party of accrued obligations. Outstanding orders must be fulfilled or cancelled and refunded as appropriate; return, recall, data-protection, and payment obligations continue for affected transactions.

14. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE EXTENT PERMITTED BY LAW, avnu DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Nothing in this Agreement excludes non-waivable rights, liability for fraud or willful misconduct, or avnu’s express obligations to account for funds or process required refunds.

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, customer-data protection, and payment obligations survive termination.

19. Governing Law & Entire Agreement

This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law principles.

This Agreement and its incorporated Policies constitute the entire agreement concerning the Platform, except for a separately signed agreement that expressly controls. Mandatory law controls any conflict; customer-facing shipping and return commitments cannot be reduced by a merchant-side term. Material changes apply prospectively after notice and any required acceptance. If a provision is unenforceable, the remaining provisions remain effective to the extent permitted by law. Questions and notices: info@shopavnu.com.

All Policies