Legal

Terms of Service

Last updated October 30, 2026

The short version (the full terms below are what count):

$200 per staff seat per month after a 30-day free trial. Month to month, cancel any time.
Your customers, projects, quotes, invoices and artwork are yours.
The software, its designs, workflows, pricing logic and everything else we built are ours. You get to use it, not copy it.
No copying, cloning, reverse engineering, scraping or building a competing product from what you see inside.
Stratton does the decorating at our published prices. Your customers pay you directly through your own Stripe account.

1. Agreement

These Terms of Service ("Terms") are an agreement between Stratton Merch ("Stratton", "we", "us"), which operates Stratton Distribution, and the business that signs up for it ("you", "your"). They cover the Stratton Distribution software, the staff app, the self-serve designer and online store we run under your name, and any related websites, emails and support (together, the "Service").

By requesting a trial, creating a workspace, signing in or using the Service, you agree to these Terms on behalf of your business, and you confirm you have the authority to do so. If you do not agree, do not use the Service.

The Service is for businesses. It is not offered to consumers for personal, family or household use.

2. Accounts and seats

Each workspace belongs to one business. A "seat" is one named staff email that can sign in to that workspace.
Seats are for one person each. Do not share sign-ins between people; add a seat instead.
You are responsible for everything done under your workspace and for keeping sign-in details, including two-factor codes, secure. Tell us straight away at the address in Contact if you think an account has been compromised.
The workspace owner can add and remove seats. The information you give us when signing up must be accurate and kept up to date.

3. Trial, billing and cancellation

Trial. New workspaces get a 30-day free trial with every module, no card required. We may approve, decline or end a trial at our discretion, and may limit trial usage (for example AI or supplier sync usage) to prevent abuse.
Price. After the trial the Service costs $200 per seat per month, in US dollars, plus any applicable taxes. Prices on our website at the time you are billed apply. We will give you at least 30 days' notice by email before a price increase takes effect for your workspace.
Billing. Subscriptions are billed monthly in advance through our payment processor, based on the number of seats. Seats added part-way through a month may be charged pro rata. You authorise us to charge the card or payment method on file.
Unpaid accounts. If the trial ends without a card, or a payment fails and is not fixed within 14 days, your workspace becomes read-only: you can still open everything, but cannot create new projects, quotes or invoices until billing is up to date.
Cancellation. There is no contract term. You can cancel at any time, effective at the end of the current billing month. Fees already paid are not refunded, except where the law requires it or we say otherwise in writing.

4. Your licence to use the service

While your subscription (or trial) is active and you comply with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for your authorised staff to access and use the Service for your internal business of selling promotional products and apparel to your own customers. Your customers may use the designer and store we run for you only to view, design and buy from you.

This is a licence to use the Service, not a sale. Every right not expressly granted in these Terms is reserved by us.

5. Our intellectual property

The Service and everything in it that we created or license, other than Your Data (defined in section 8), is owned by Stratton or its licensors and is protected by copyright, trade secret, trademark and other laws. This includes, without limitation:

the software, source code, object code, databases, APIs and system architecture;
the screens, layouts, look and feel, page designs, icons, graphics and text;
the workflows and processes, such as how projects move from quote to mockup to proof to invoice to production;
the pricing, quoting, margin, decoration and size-handling logic and calculations, and the formulas, rules and price lists behind them;
the product catalog structure, curation rules, templates, document and email designs, and our own written content;
the names Stratton, Stratton Merch and Stratton Distribution and our logos.

You will not obtain any ownership in the Service. If you or your staff send us ideas, suggestions or feedback about the Service, we may use them freely and without obligation to you, and any improvements we make belong to us.

6. What you may not do

You will not, and will not permit your staff, contractors, customers or anyone else to:

copy, reproduce, clone, imitate or recreate the Service or any substantial part of it, including its features, workflows, screens, layouts, pricing logic or documents, whether by hand, with software or with an AI tool;
use the Service, or anything learned from using it, to design, build, train, improve or market a product or service that competes with it, or help anyone else do so;
reverse engineer, decompile, disassemble or otherwise try to derive source code, algorithms, data structures, pricing formulas or underlying ideas from the Service, except to the extent the law expressly allows despite this restriction;
scrape, crawl, harvest or bulk-download the Service, its catalog, price lists or content by automated means, or access it through any interface other than the ones we provide;
take screenshots, recordings or exports of the Service for the purpose of copying it or giving it to a competitor;
sell, resell, rent, lease, sublicense, white-label to third parties, or offer the Service on a time-sharing or service-bureau basis, except for running your own store and designer for your own customers as intended;
share access with anyone who is not your staff, or give access to a competitor of Stratton or anyone working for one;
remove, hide or change any copyright, trademark or proprietary notice in the Service;
probe, scan or test the Service's security, get around access controls, seat limits, usage caps or billing, or try to read another workspace's data;
interfere with or put an unreasonable load on the Service or the systems it runs on.

These restrictions continue after your subscription ends. A breach of this section, or of section 5 or section 7, is a material breach. Because it could cause us harm that money alone cannot fix, we may seek an injunction or other court order to stop it, in addition to any other remedy, without having to post a bond where the law allows. We may also recover our reasonable legal costs of enforcing these sections.

7. Confidential information

Anything about the Service that is not public, including how it works, its pricing logic, Stratton's decoration prices and costs, upcoming features, and anything we tell you in support or onboarding, is our confidential information. You will use it only to use the Service, protect it with at least reasonable care, and not disclose it to anyone outside your business. We treat Your Data as your confidential information in the same way. These duties last for as long as the information remains confidential, including after your subscription ends.

8. Your data

You own it. "Your Data" means the information you and your customers put into the Service: your customers and contacts, projects, quotes, invoices, artwork and logos, order history, and your own pricing and settings. You own Your Data, and nothing in these Terms gives us ownership of it.
What we do with it. You give us permission to host, copy, process and display Your Data only as needed to run, secure, support and improve the Service for you, and as required by law. We do not sell Your Data and we do not share your customer lists, costs or margins with other workspaces.
Deletion. When you leave, Your Data is deleted 30 days after cancellation, except for copies we must keep by law or that sit in routine backups until they expire.
Your responsibility. You confirm you have the rights and permissions needed for Your Data, including any artwork, logos and trademarks you or your customers upload, and that handling it through the Service does not break any law or anyone else's rights. You are responsible for your own privacy notices to your customers.
Usage information. We may collect information about how the Service is used (for example feature usage and performance) and use it in aggregated or de-identified form to operate and improve the Service. It will not identify you or your customers.

9. Your customers and your business

You are the seller to your customers. You set your customer prices, take your customers' payments, and are responsible for your quotes, proofs, invoices, taxes, refunds, delivery promises and customer service. We are not a party to your sales and are not responsible for your customers' obligations to you, or yours to them.

10. Decoration orders

Decoration jobs you send from the Service are fulfilled by Stratton at the decoration prices published to you in the Service at the time you send the order. Production times, proof approvals, blank availability, shipping and payment for decoration orders follow the terms shown with the order and any production terms we give you. An order is accepted only when we confirm it. These Terms do not oblige you to send us a minimum volume.

11. Third-party services

Parts of the Service connect to services you choose to use, such as your own Stripe account, supplier accounts and your domain provider. Your use of those services is governed by your agreements with them. You are responsible for keeping those accounts in good standing and for the credentials you enter. We are not responsible for third-party services, their availability, or supplier data such as stock, prices and product details, which we pass through as received.

12. AI features

Some features use artificial intelligence, for example to suggest decoration details or remove image backgrounds. AI output can be wrong. Check it before relying on it or sending it to a customer. AI usage is included up to a fair-use limit per seat each month, which we may set and adjust; if a workspace reaches it, AI features may pause until the next month.

13. Acceptable use

You will not use the Service to upload or sell anything unlawful, infringing, fraudulent, hateful or harmful; to send spam; to infringe anyone's trademarks or copyrights (including putting logos on products without permission); to upload malware; or in any way that breaks the law. We may remove content or refuse a decoration order that we reasonably believe breaks this section.

14. Availability and changes

We work to keep the Service available and secure, but we do not promise it will be uninterrupted or error-free, and there may be planned or emergency maintenance. We improve the Service all the time and may add, change or remove features. If we remove a feature that a material part of your use relies on, we will give you reasonable notice where we can. We may update these Terms; we will post the new version here and, for material changes, email the workspace owner at least 30 days before they take effect. Continuing to use the Service after that date means you accept the updated Terms.

15. Suspension and termination

You may stop using the Service and cancel at any time as described in section 3.
We may suspend or limit your workspace immediately if you breach sections 5, 6, 7 or 13, if your use threatens the security or stability of the Service or other workspaces, or if the law requires it. For other breaches we will tell you and give you 14 days to fix them first.
We may end the Service for everyone, or decline to renew your workspace, with at least 60 days' notice.
When the Service ends for you, your licence ends, your staff lose access, and section 8 applies to deleting Your Data. Sections 5, 6, 7, 8, 16, 17, 18, 19 and 20, and any amounts owed, survive termination.

16. Disclaimers

Except as expressly stated in these Terms, the Service is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service, its calculations, supplier data or AI output will be accurate, complete or error-free. You are responsible for checking quotes, prices, proofs and invoices before you send them.

17. Limitation of liability

To the fullest extent the law allows, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, business or goodwill, even if told they were possible. Each party's total liability arising out of or relating to these Terms or the Service will not exceed the fees you paid us for the Service in the 12 months before the event giving rise to the claim.

These limits do not apply to your payment obligations, to your breach of sections 5, 6 or 7, to your obligations under section 18, or to liability that cannot be limited by law.

18. Indemnity

You will defend and indemnify Stratton and its owners, staff and contractors against third-party claims, and the resulting losses, damages and reasonable legal costs, arising from Your Data (including artwork and logos you or your customers upload), your sales to and dealings with your customers, or your breach of these Terms or the law.

19. Governing law and disputes

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-law rules. The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and both parties consent to that jurisdiction, except that either party may seek an injunction to protect its intellectual property or confidential information in any court with jurisdiction. Before going to court on any other matter, we each agree to try in good faith to resolve the dispute by email for 30 days.

20. General

Whole agreement. These Terms, together with any order form or written agreement we sign with you, are the whole agreement about the Service. If they conflict, the signed document wins.
Assignment. You may not transfer these Terms without our written consent. We may transfer them as part of a merger, acquisition or sale of the business.
Notices. We send notices to the workspace owner's email. You send notices to the address in Contact.
No waiver; severability. Not enforcing a term is not a waiver of it. If any part of these Terms cannot be enforced, the rest stays in effect and the unenforceable part is applied as fully as the law allows.
Force majeure. Neither party is liable for delays caused by events outside its reasonable control, other than payment obligations.
Relationship. We are independent businesses. Nothing in these Terms creates a partnership, franchise, joint venture or employment relationship.
Publicity. We will not name you as a customer publicly without your permission.

21. Contact

Questions about these Terms and notices: ross@strattonmerch.com.