Merchant Terms of Service

1. About these terms

These Merchant Terms of Service ("Terms") are an agreement between Electric Mud Creative LLC, doing business as Sonic Highway, of 2220 Gratiot Ave, Detroit, MI 48207 ("we", "us"), and the business that installs or uses the Sonic Highway app for its Shopify store ("you").

You accept these Terms when you install the app, choose a plan or use the service. The person who does that confirms they are allowed to bind the business. The service is for businesses only, not for personal or household use.

Before you choose a plan, and again when these Terms change, the app asks you to accept them by ticking a box. We keep a record of each acceptance: the version accepted, when, the account that accepted it, and the IP address and browser it came from.

If you have a signed Enterprise order form with us, it forms part of these Terms, and where the two differ, the order form applies.

2. The service

Sonic Highway lets you add physical music products (such as vinyl records, CDs and cassettes) from our catalog to your Shopify store. When your customer orders one, we buy and ship it on your behalf: the order is sent to our fulfillment partners, who ship it directly to your customer, and we write the tracking back to the order in Shopify.

We may improve, change or remove features of the service. If a change takes away something your plan includes, we will tell you first.

3. Plans and Shopify billing

Your plan is billed by Shopify, through Shopify's own billing, on your Shopify bill. We never charge your plan to a card saved in Sonic Highway. Plan prices, limits and what each plan includes are shown on the Plan page in the app.

There is no free trial. Shopify bills your plan from the day the plan is approved, then every 30 days, or once a year on yearly billing, until you cancel.

You can change or cancel your plan at any time on the Plan page, or by uninstalling the app. A change applies once you approve it on Shopify's screen. If you cancel, or Shopify can no longer bill your plan, publishing new products is paused; products you have already published stay in your store, and their orders keep being fulfilled under these Terms.

Plan charges are handled under Shopify's billing rules. We do not refund part of a billing period, unless the law requires it or we choose to give you a credit through Shopify.

Enterprise is not billed through the app: it is set up with us under a signed order form.

4. Buying goods from us

Each order we fulfill for you is a wholesale, business-to-business sale of physical goods from us to you, for resale. It is separate from your plan.

Goods are billed at Sonic Highway's goods price, which is the same on every plan and may change. If we have agreed a different goods price with you in writing, that price applies instead.

Postage is billed at the carrier rate for each shipment. Each shipment also carries handling and fulfillment fees, which cover picking, packing, packaging, fulfillment and related costs. These fees can change, including a yearly adjustment; the ones that apply to an order are those in force when it is sent to the warehouse. Where sales tax is charged on an order we place for you, it is passed on at cost (section 7). Each charge gets an invoice, which shows the order's goods, postage, handling and fulfillment fees and any other charges, without breaking them down.

Other charges. Some costs depend on the season, the carrier or the shipment, and our fulfillment partners or carriers pass them on to us. They may be added to an order's charges, including:

• peak-season and holiday surcharges, for example on orders shipped in November and December, which can be adjusted each year;
• carrier fuel surcharges and other carrier surcharges;
• surcharges for oversize or heavy items;
• address correction fees, and fees for deliveries that fail or are refused (sections 6 and 8);
• return and restocking charges (section 8);
• payment processing costs, where they apply;
• taxes and duties (section 7);
• other seasonal or applicable charges that our fulfillment partners or carriers pass on to us.

These charges can change. Where it is practical, we will tell you before a change takes effect, in the app or by email. Each one that applies to an order is shown on its invoice as a charge.

We charge each order to the card you save in Sonic Highway, through our payment processor, Stripe, before the order is sent to the warehouse. If a charge does not go through, the order waits: it is not sent, and we tell you how to fix it. Nothing is shipped unpaid, and a waiting order is not canceled by us.

You are the seller of record to your customers. You set your own retail prices, take your customers' payments, collect and pay the taxes on your sales, and look after your customers. We never charge your customers and never take a share of your sales.

Our goods prices can change. The price that applies to an order is the one charged when the order is sent to the warehouse.

5. Canceled lines and refunds

If a line of an order we have charged you for is canceled before it ships, for example because it cannot be filled, we refund that line's goods and its share of any tax charged. Postage and the shipment's handling and fulfillment fees are refunded only when a whole shipment is canceled.

Refunds go back to the card that was charged. We tell you about every refund, and it shows on your invoices and payments.

5A. Canceling an order

Before an order is sent to the warehouse, you can cancel it in the app at no cost. Anything we charged for it is refunded in full.

We send orders to the warehouse quickly, usually within minutes of your store receiving them. Once the warehouse has an order, you can ask us to cancel it, but a cancellation is not guaranteed: the warehouse may already have started packing it. We will try, and we will tell you whether it was canceled. An order is only canceled once the warehouse confirms it.

When the warehouse confirms a cancellation, we refund the order's goods, its share of any tax, and, for a whole shipment, its postage and its handling and fulfillment fees, as in section 5. If it cannot be canceled, the order ships and is charged as normal. If it is then refused or sent back, section 8 applies, including the shipping both ways.

There is no way to change an address, swap an item or change a quantity on an order the warehouse already has. These changes are made by canceling the order and placing a new one, and depend on the cancellation going through.

You are responsible for the orders your store sends us, including duplicates and orders placed in error. We are not liable for an order that could not be canceled in time.

Separately, the warehouse cancels any line it cannot fill by the order's cancel date. That date is 30 days after the order is sent, or 30 days after the release date for a pre-order. Section 5 covers the refund.

6. Shipping and delivery

We ship to addresses in the United States only.

Title to the goods, and the risk of their loss or damage, pass to you when the goods are handed to the carrier at our fulfillment facility (F.O.B. our fulfillment facility).

Shipping times are estimates, not promises. Orders placed in the ten days starting on Thanksgiving Day may take up to three business days to ship. Delivery and release dates are estimates. Pre-orders ship when the product is released, and a release date can move.

If order information that you or your customer gave us is wrong, for example a bad address, you pay every shipping and handling cost it causes. Sending the goods again is a new order, charged as one.

7. Taxes and resale certificates

You are responsible for the taxes on your own sales to your customers: you collect them and pay them to the tax authorities.

Our sales of goods to you are for resale. Sales tax is charged on orders shipped to some states, and which states depends only on our own account. Where sales tax is charged on an order, we pass that tax on to you at cost and show it on the invoice. If less is later charged, we credit you the difference.

Where the app offers it, you can give us resale certificates under Taxes. A certificate records that you buy from us for resale, for our sales tax records. It does not change the sales tax charged on your orders. You confirm that every certificate you give us is accurate and in force, and you tell us when one changes or ends.

8. Returns, damage and defects

We cover our mistakes: goods sent to the wrong address when the address you gave was right, the wrong item, an item missing from the shipment, goods damaged before they were shipped, and defects the manufacturer acknowledges. For those we refund or replace the goods at no cost to you, and if they need to come back, we cover the return shipping.

Report a problem within 15 business days of the order shipping, using Report a problem on the order in Sonic Highway, or by writing to support@sonichighway.io with the order number and photos. After that we may not be able to put it right.

Orders your customer refuses, and orders that cannot be delivered or are not collected, come back to the warehouse. You pay the shipping both ways, and we credit you the goods' cost only for goods that come back unopened and can be returned to stock.

Any other return is credited only to the extent our fulfillment partner credits us for it. Loss or damage after the goods are handed to the carrier is not covered, because by then the risk is yours (section 6).

You set your own return policy for your customers, and you handle their returns under it. A return policy more generous than these Terms is at your own cost.

9. Our catalog

Product information in our catalog, including availability, release dates, stock and prices, comes from our fulfillment partners and is provided as is. We do not promise that it is accurate or complete.

If a product is not available when we process an order, that order or line may not be filled. It is then canceled and refunded under section 5.

10. Acceptable use

You agree to:

• use the service only to sell our goods through your own Shopify store, to customers in the United States;
• follow the law, Shopify's terms, and any minimum advertised price we show for a product;
• describe products truthfully, and not change our product images or information in a misleading way;
• not copy, scrape, resell or share our catalog, prices or data outside your store;
• not try to break, overload, reverse engineer or get around the security of the service, and keep your sign-ins to yourself and your staff.

We may refuse an order or remove a product that would break these Terms or the law.

11. Your promises to us

You promise that:

• you have the right to sell the products you list through the service;
• you comply with every law that applies to your store and your sales, including consumer protection and advertising law and the law on sales tax;
• you follow any minimum advertised price, and any street or release date, that we show for a product;
• you collect and pay the taxes on your sales to your customers;
• the order information you give us is accurate and complete.

12. Your data and privacy

Our Data Processing Addendum forms part of these Terms and governs how we process personal data on your behalf, including the sub-processors we use. Our Privacy Policy explains what the app collects and why.

13. Confidentiality

Our goods prices, our charges, our catalog data and any of our business information that is not public are confidential. You keep them confidential and use them only to run your store. Showing product information in your store as these Terms allow is not a breach.

This does not cover information that is public through no fault of yours, that you already had or get lawfully from someone else, or that the law requires you to disclose.

14. Intellectual property

The app, the catalog and its data are ours or our licensors'. While you use the service, you may use the product titles, images and descriptions we provide only to list and sell those products in your store. You keep everything that is yours: your store, your brand and your customer relationships.

If you send us ideas or feedback, we may use them without owing you anything.

15. Warranties

Goods carry whatever warranty their manufacturer gives, which we pass on to you where we can. Apart from that, and to the extent the law allows, the service and the goods are provided as they are and as available, without any other warranty, express or implied, including any warranty of merchantability, fitness for a particular purpose or non-infringement. We do not promise the service will be uninterrupted or error free.

16. Limitation of liability

To the extent the law allows, neither of us is liable to the other for indirect, incidental, special or consequential losses, or for lost profits, revenue or data, even if warned they could happen.

To the extent the law allows, our total liability under these Terms is limited to the plan charges, goods and other charges you paid us under them in the 3 months before the event that caused the claim.

These limits do not apply to your obligation to pay for goods and plans, to either party's indemnity duties, or to fraud or wilful misconduct.

Nothing in these Terms creates any relationship between our fulfillment partners and you or your customers, and they owe you and your customers nothing under them.

17. Indemnity

You will defend, indemnify and hold harmless us and our fulfillment partners from claims by third parties, and the losses and costs that come with them, arising from:

• your breach of these Terms or the law;
• your negligence or wilful misconduct;
• your store, your listings, your prices and your marketing;
• your dealings with your customers;
• any claim by a tax authority about taxes on your sales or on the goods.

18. Ending the service

You can stop at any time by canceling your plan or uninstalling the app. Orders already charged are fulfilled, or refunded under section 5 if they are canceled.

We may suspend or end the service for your store if you break these Terms, if payments for goods keep failing, if there is a risk of fraud or harm, or if the law requires it. Unless the reason makes it impractical, we will tell you first and give you a chance to fix it.

We may also suspend or end the service, for your store or for some products, and remove those products from your store, at once: if our supply arrangement for those products ends or changes, or if you do not pay what you owe us. You must stop selling any product we can no longer supply. Orders already charged that cannot ship are refunded.

When the service ends, what we keep and delete follows the Data Processing Addendum. Sections 4 to 8, 11, 13 to 17 and 20 to 22 continue after the service ends, along with anything you still owe.

19. Changes to these terms

We may update these Terms. For a change that matters, we will give you at least 30 days' notice by email to your store's email and in the app before it takes effect. If you keep using the service after that, the new Terms apply; if you do not agree, you can stop as described in section 18. Plan price changes go through Shopify's billing and need your approval there.

When these Terms change, the app asks you to accept the new version before your next plan change and before you publish new products. Your orders keep being fulfilled in the meantime.

20. Events outside our control

Neither of us is liable for a delay or failure caused by events outside our reasonable control, such as natural disasters, fire, flood, strikes, epidemics, war, government action, or the failure of a carrier, a fulfillment partner, a utility or the internet. This does not excuse paying what is owed.

21. Governing law

These Terms are governed by the laws of the State of Michigan, without regard to its conflict of law rules. The state and federal courts located in Wayne County, Michigan have exclusive jurisdiction over any dispute about them.

To the extent the law allows, each of us gives up the right to a jury trial in any dispute about these Terms, and any dispute is brought only on an individual basis, never as a plaintiff or class member in a class, collective or representative action.

22. General

These Terms, the Data Processing Addendum, our Privacy Policy and any Enterprise order form are the whole agreement between us about the service. If part of them cannot be enforced, the rest still applies. You may not transfer these Terms without our written consent; we may transfer them to a business that takes over the service. Not enforcing a right is not a waiver of it.

23. Contact

Questions about these Terms: support@sonichighway.io, or Electric Mud Creative LLC, 2220 Gratiot Ave, Detroit, MI 48207.