Fento Platform Terms of Service

Welcome, and thank you for your interest in Fento LLC ("Fento," "we," "our," or "us"), including our websites, applications, dashboards, product catalog, product sourcing, fulfillment, payments, logistics, and related services (collectively, the "Service"). These Terms of Service (these "Terms") are a legally binding contract between you and Fento regarding your access to and use of the Service.

PLEASE READ THESE TERMS CAREFULLY.

BY CLICKING "I ACCEPT," CREATING AN ACCOUNT, ACCESSING OR USING THE SERVICE, OR OTHERWISE INDICATING ACCEPTANCE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING FENTO'S PRIVACY POLICY AND ANY ADDITIONAL TERMS REFERENCED HEREIN. IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE TO THESE TERMS, YOU DO NOT HAVE PERMISSION TO USE THE SERVICE.

ARBITRATION NOTICE. Except for certain kinds of disputes described below, disputes arising under these Terms will be resolved by binding, individual arbitration, and by accepting these Terms you and Fento are each waiving the right to a trial by jury or to participate in any class action or representative proceeding.

1. Fento Platform Overview

Fento is a commerce operating system that enables brands, creators, and independent merchants (each, a "Merchant" or "you") to launch and scale products with minimal friction. The Service may allow Merchants to browse Fento's product catalog, select pre-sourced SKUs, request customization or sourcing, connect selected products to third-party storefronts or sales channels, and rely on Fento or its suppliers and logistics partners for production, packing, shipping, dropshipping, and related back-end services.

The Service is currently offered as an alpha or early-access platform. Some features described in these Terms may be unavailable, limited, manual, invitation-only, or subject to separate approval, onboarding, pricing, or additional written terms. Fento may modify, expand, suspend, or discontinue any feature at any time.

Unless otherwise agreed in writing, Fento is not your employee, agent, legal advisor, tax advisor, marketing agency, broker, fiduciary, or exclusive supplier. Fento provides commerce infrastructure, sourcing, and fulfillment support as described in these Terms.

2. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Service on behalf of yourself or a business. If you use the Service on behalf of an entity, organization, or company, you represent and warrant that you have authority to bind that entity to these Terms. You may not use the Service if you have previously been suspended or removed from the Service or if your use would violate applicable law.

3. Accounts and Registration

To access certain features, you may be required to create an account and provide accurate and complete information, including your name, email address, company information, social media or storefront links, payment or payout information, and other onboarding details. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify Fento at support@fentolabs.com if you believe your account has been compromised.

4. Merchant Responsibilities

You are solely responsible for your business, brand, storefronts, sales channels, customer-facing content, marketing claims, pricing decisions, and compliance with applicable laws, platform policies, and third-party terms. You must ensure that all products, content, trademarks, images, designs, claims, offers, promotions, and customer communications you provide or publish are accurate, lawful, non-infringing, and not misleading.

If you sell through your own Shopify store, TikTok Shop, marketplace account, website, social media channel, or other third-party platform, you are responsible for complying with that platform's rules, including listing, shipping, return, product safety, advertising, tax, and consumer-protection requirements. Fento does not guarantee that any product is eligible for sale through any particular sales channel or platform.

You may not represent that Fento sponsors, endorses, guarantees, or is responsible for your brand, storefront, or customer-facing promises except as expressly authorized by Fento in writing.

5. Product Catalog, Product Selection, and Customization

The Service may allow you to browse and select from Fento's product catalog, which may include pre-sourced products across categories such as fashion and apparel, lifestyle accessories, beauty and personal care, home goods, toys, and other consumer products. Catalog descriptions, images, pricing, availability, specifications, materials, colors, minimum order quantities, production times, and shipping estimates are provided for informational purposes and may change at any time.

Many products may be offered on a made-to-order, pre-order, or MOQ 1 basis. However, certain products, custom packaging, private-label requirements, specialized materials, certifications, custom tooling, special finishes, inventory programs, or other customizations may require minimum order quantities, deposits, separate production timelines, or additional fees.

If you request custom products, product development, samples, packaging, labels, artwork placement, custom sourcing, or other special requirements, Fento may accept or reject the request in its discretion and may require separate written confirmation, specifications, approvals, or payment before work begins. You are responsible for reviewing and approving samples, mockups, specifications, labels, product pages, and other materials before launch or production where approval is requested.

6. Orders, Manufacturing, and Fulfillment

If Fento accepts an order for a product selected or customized by you, Fento may coordinate production, packing, fulfillment, dropshipping, tracking, and delivery through its own facilities, affiliated companies, third-party manufacturers, suppliers, carriers, customs brokers, warehouses, logistics providers, or other service providers (collectively, "Suppliers").

Production and delivery timelines are estimates only and may be affected by product availability, supplier capacity, carrier delays, customs clearance, incomplete or inaccurate customer information, weather, holidays, platform holds, fraud reviews, force majeure events, or other factors outside Fento's control. Fento does not guarantee delivery by any specific date unless expressly agreed in writing.

For dropshipped orders, products may ship directly from a factory, supplier, warehouse, or logistics partner to an end customer. You are responsible for ensuring that your sales channel allows the fulfillment model used for the product and destination. Certain platforms or jurisdictions may require domestic fulfillment, local return addresses, tracking standards, product documentation, import procedures, or other requirements that may limit or prevent direct-from-China dropshipping.

You are responsible for providing accurate product details, customer shipping information, shipping preferences, and any other information reasonably required to fulfill orders. Fento is not responsible for losses or delays caused by inaccurate information provided by you, your customers, or your third-party platforms.

7. Merchant of Record, Payments, Fees, and Payouts

The payment and payout model may vary depending on the selling flow used. If Fento provides checkout, payment links, hosted product pages, or other payment functionality through which end customers purchase products from Fento, Fento may act as merchant of record for those transactions unless otherwise stated in writing. In that model, Fento receives payment from the end customer, deducts applicable product costs, shipping costs, taxes, payment processing fees, chargebacks, refunds, reserves, and platform or transaction fees, and pays the remaining balance to you according to the applicable payout schedule.

If you sell products through your own third-party storefront or sales channel and Fento does not control checkout, you may be responsible for collecting end-customer payments and paying Fento for product costs, shipping, customization, logistics, and any other amounts due before Fento is obligated to begin production or fulfillment. Fento may require prepayment, deposits, reserves, payment method authorization, minimum balances, or other credit protections before fulfilling orders through non-Fento checkout channels.

Unless otherwise agreed in writing, Fento may charge a transaction fee on orders processed through the Service. For the current pricing model, Fento may charge a 3.5% transaction fee on each order's total value, in addition to product costs, shipping costs, applicable taxes, duties, payment processing charges, chargebacks, refunds, currency conversion charges, and other fees disclosed in the Service or agreed in writing. Fento may change its pricing, fees, or fee structure upon notice or as posted on the Service.

Unless otherwise agreed, Fento will make Merchant payouts on a monthly basis for undisputed amounts due, after deducting all applicable costs, fees, refunds, chargebacks, fraud, reserves, taxes, duties, offsets, and amounts owed by you to Fento. Fento may withhold or delay payouts if Fento reasonably believes a transaction is fraudulent, disputed, unlawful, violates these Terms or platform policies, is subject to chargeback or refund risk, or requires additional verification.

You are responsible for maintaining accurate payment and tax information. Fento may require tax forms, business verification, identity verification, sanctions screening, payout details, or other information before making payouts. Fento may establish minimum payout thresholds, reserves, or rolling holds in its discretion.

8. Taxes, Duties, Import Matters, and Compliance

Depending on the transaction flow, Fento or the Merchant may be responsible for calculating, collecting, remitting, or reporting sales tax, VAT, GST, duties, customs charges, import fees, and similar governmental charges. Unless Fento expressly agrees in writing that it is responsible for a particular tax or duty, you are responsible for determining and satisfying all tax, customs, import, export, product compliance, and reporting obligations applicable to your business, products, sales channels, and customers.

If Fento acts as merchant of record for an end-customer transaction, Fento may collect and remit applicable transaction taxes as required by law or through its payment processors or tax service providers. Any taxes, duties, customs charges, or compliance costs paid or incurred by Fento in connection with your products or transactions may be deducted from amounts owed to you or invoiced to you.

9. Returns, Refunds, Chargebacks, and Customer Support

Return, refund, cancellation, exchange, replacement, and customer support policies may vary by product, sales channel, customization level, and order flow. Unless otherwise stated by Fento in writing, customized, made-to-order, pre-order, and personal-use products may not be returnable except for verified defects, wrong items, or fulfillment errors attributable to Fento or its Suppliers.

You must not make return, delivery, warranty, or refund promises to customers that conflict with Fento's applicable policies. If you request or cause Fento to provide a refund, replacement, reshipment, credit, goodwill accommodation, or customer support action that is not caused by Fento's error or a covered defect, Fento may deduct the associated cost from your payout or invoice you separately.

Fento may suspend order processing, withhold payouts, require reserves, or terminate access if your products, content, customers, sales channels, or conduct result in excessive disputes, chargebacks, refunds, fraud, policy violations, or customer complaints.

10. Prohibited Products, Content, and Conduct

You may not use the Service to create, source, sell, advertise, or fulfill products or content that Fento determines, in its sole discretion, are unlawful, unsafe, infringing, deceptive, offensive, regulated in a manner unsupported by Fento, or inconsistent with Fento's policies or brand. Prohibited or restricted categories may include counterfeit goods, products that infringe intellectual property or publicity rights, unsafe products, weapons, illegal drugs, highly regulated goods, adult content or products, hate or extremist content, products making unsupported medical or health claims, or products prohibited by payment processors, carriers, suppliers, or sales channels.

You agree not to misuse the Service, interfere with security features, reverse engineer the Service except to the extent permitted by law, upload malicious code, scrape data without authorization, impersonate others, violate third-party rights, engage in fraud, or attempt to circumvent Fento's fees, payment systems, trust-and-safety rules, or operational controls.

11. User Content and Merchant IP

The Service may allow you to upload, submit, display, or provide designs, logos, trademarks, images, text, product descriptions, storefront content, product specifications, customer communications, and other materials ("User Content"). You retain ownership of your User Content, subject to the licenses granted in these Terms.

By providing User Content to or through the Service, you grant Fento a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify, format, display, distribute, transmit, use, and otherwise exploit User Content as reasonably necessary to provide, operate, improve, market, and support the Service, including to source, manufacture, customize, display, sell, fulfill, ship, support, and promote products associated with your account.

You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary for Fento and its Suppliers to use your User Content as contemplated by these Terms, and that the User Content and products you request or sell will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, contractual, or other rights of any person.

12. Fento IP and Platform Data

Fento owns and retains all rights in the Service and all Fento technology, software, workflows, product catalog organization, supplier data, operational methods, pricing data, analytics, aggregated data, know-how, designs, interfaces, dashboards, documentation, and other materials provided by Fento, except for your User Content. Subject to your compliance with these Terms, Fento grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Service for your internal business purposes.

Fento may collect, create, use, and commercialize aggregated, anonymized, or de-identified data derived from use of the Service, including product performance, catalog trends, pricing benchmarks, fulfillment metrics, and market intelligence, provided such data does not identify you or your customers in violation of the Privacy Policy.

If you provide feedback, suggestions, requests, ideas, or improvements relating to the Service, you grant Fento a perpetual, irrevocable, worldwide, royalty-free right to use and exploit such feedback for any purpose without restriction or compensation.

13. Third-Party Services

The Service may integrate with or link to third-party platforms and services, including payment processors, analytics tools, shipping providers, marketplaces, storefront providers, social media platforms, tax providers, email services, authentication providers, and AI tools. Your use of third-party services is subject to their separate terms and policies. Fento is not responsible for third-party services and does not guarantee their availability, functionality, compliance, or performance.

14. Digital Millennium Copyright Act

Fento complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512. If you believe material on the Service infringes your copyright or other intellectual property rights, please send a notice to: Fento LLC, Legal Department (Copyright Notification), Email: legal@fentolabs.com. Your notice should include the information required by the DMCA, including your signature, identification of the copyrighted work, identification of the allegedly infringing material, your contact information, a statement of good-faith belief, and a statement under penalty of perjury that the information is accurate and that you are authorized to act on behalf of the owner. Fento may terminate accounts of repeat infringers in appropriate circumstances.

15. Confidentiality

In connection with the Service, you may receive non-public information about Fento's suppliers, pricing, product costs, logistics processes, operations, product roadmaps, platform features, data, or business plans ("Confidential Information"). You may use Fento's Confidential Information only to use the Service as permitted by these Terms and must not disclose it to any third party except with Fento's prior written consent or as required by law.

16. Modification of Terms

Fento may modify these Terms from time to time by posting the updated Terms on the Service or providing notice by email or in-Service notification. Changes become effective when posted unless a later effective date is stated. Your continued use of the Service after changes become effective means you accept the updated Terms. Disputes will be governed by the Terms in effect when the dispute arose unless otherwise required by law.

17. Term, Suspension, and Termination

These Terms begin when you accept them or first access or use the Service and continue until terminated. You may stop using the Service at any time. Fento may suspend or terminate your account or access to the Service at any time if you violate these Terms, create risk for Fento, its Suppliers, customers, payment processors, or other users, or for any other reason permitted by law.

Upon termination, your right to use the Service will cease, you must pay all amounts owed to Fento, and Fento may pay any undisputed amounts owed to you after deducting fees, costs, reserves, refunds, chargebacks, and other offsets. Sections that by their nature should survive termination will survive, including provisions relating to fees, payouts, taxes, intellectual property, confidentiality, indemnity, disclaimers, limitation of liability, dispute resolution, and miscellaneous terms.

18. Indemnity

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Fento and its officers, directors, employees, contractors, affiliates, agents, suppliers, and service providers from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use or misuse of the Service; (b) your products, storefronts, sales channels, customers, marketing, User Content, or business; (c) your violation of these Terms or applicable law; (d) your violation of third-party rights, including intellectual property, privacy, publicity, or consumer rights; (e) taxes, duties, customs, or compliance obligations for which you are responsible; or (f) disputes between you and any customer, platform, supplier, contractor, or third party.

19. Disclaimers; No Warranties

THE SERVICE, PRODUCT CATALOG, PRICING, SUPPLIER INFORMATION, LOGISTICS SERVICES, PLATFORM TOOLS, AND ALL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, FENTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

Fento does not warrant that the Service will be uninterrupted, secure, error-free, profitable, compliant with every sales channel, or suitable for every product or market. Fento does not guarantee sales, revenue, margins, product performance, customer demand, delivery times, platform approval, supplier availability, customs clearance, or third-party service availability. No advice or information obtained from Fento creates any warranty not expressly stated in these Terms.

20. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, FENTO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, FENTO'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF PLATFORM FEES ACTUALLY PAID BY YOU TO FENTO FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100. These limitations are an essential basis of the bargain and apply even if any limited remedy fails of its essential purpose.

21. Dispute Resolution and Arbitration

You and Fento agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration, except that either party may bring an individual action in small claims court, seek injunctive relief in aid of arbitration, pursue an available government enforcement action, or file suit for intellectual property infringement.

Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as modified by these Terms, and governed by the Federal Arbitration Act. The arbitrator will have exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement. YOU AND FENTO EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Before commencing arbitration, the party seeking arbitration must provide written notice describing the nature and basis of the dispute and the relief sought. The parties will attempt in good faith to resolve the dispute for 30 days after notice. Unless otherwise agreed, the seat and venue of arbitration will be Delaware. You may opt out of arbitration within 30 days after first accepting these Terms by emailing legal@fentolabs.com with your full legal name, account email, and a clear statement that you wish to opt out of arbitration.

22. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. For any lawsuit or court proceeding permitted under these Terms, you and Fento consent to the personal and exclusive jurisdiction of the state and federal courts located in Delaware.

23. Miscellaneous

These Terms, together with the Privacy Policy and any Additional Terms, constitute the entire agreement between you and Fento regarding the Service. You may not assign these Terms without Fento's prior written consent; Fento may assign these Terms without notice or consent. If any provision is held invalid or unenforceable, the remaining provisions will remain in effect. Fento's failure to enforce any provision is not a waiver. The word "including" means "including without limitation."

You consent to receive electronic communications from Fento, and agree that electronic notices satisfy legal writing requirements. Fento may send promotional emails, which you may opt out of using the unsubscribe instructions, though Fento may continue to send transactional or service-related communications.

The Service is offered by Fento LLC. You may contact us at support@fentolabs.com. California residents may contact the Complaint Assistance Unit of the California Department of Consumer Affairs as described in California Civil Code § 1789.3.

TL;DR Summary

• Fento helps merchants select, customize, launch, and fulfill products without building their own supply chain.
• You keep your brand and content, but you are responsible for having the rights to use anything you upload or sell.
• Many products may be offered with no MOQ, but custom packaging, special requirements, or product development may require minimums or added costs.
• If Fento controls checkout, Fento may collect end-customer payments first, deduct product costs and fees, and pay the remaining balance to you monthly.
• If you use your own checkout or third-party storefront, you may need to pay Fento before Fento produces or fulfills orders.
• These explanations are for convenience only and do not change the legal terms above.