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Last updated: Nov 12, 2025
IMPORTANT – PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE FANBASIS PLATFORM.
These Platform Terms of Service (“Terms”) govern your access to and use of www.fanbasis.com, any related subdomains, any FanBasis-owned or FanBasis-operated affiliated websites, and all FanBasis mobile or downloadable applications (collectively, the “Platform”). The Platform includes all software, tools, features, technologies, content, and services that FanBasis makes available for you to market, purchase, sell, manage, promote, or fulfill digital or physical offerings.
By accessing, installing, browsing, or otherwise using the Platform in any capacity—including as a Seller, Buyer, Affiliate, or other participant—you acknowledge and agree that you have read, understood, and accepted these Terms and all policies expressly incorporated herein (including the Privacy Policy, Community Guidelines, and any applicable addenda or supplemental agreements). If you do not agree to these Terms in their entirety, you are not authorized to use the Platform.
FanBasis, Inc. (“FanBasis,” “we,” “us,” or “our”) provides the Platform to you conditioned upon your acceptance of these Terms. Your access to and use of the Platform—whether through our website, mobile application, or any integrated tools—constitutes your full and ongoing consent to be bound by these Terms.
By using the Platform, you represent and warrant that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction), that you have the legal authority to enter into this agreement, and, where applicable, that you have the authority to bind the business or entity on whose behalf you are acting. If you are under eighteen (18), you may only use the Platform with the involvement, supervision, and consent of a parent or legal guardian, who agrees to be bound by these Terms.
IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION:
THESE TERMS CONTAIN A MANDATORY ARBITRATION AGREEMENT AND A WAIVER OF CLASS ACTION RIGHTS. EXCEPT AS EXPRESSLY PROVIDED IN THE DISPUTE RESOLUTION SECTION BELOW, ANY DISPUTES BETWEEN YOU AND FANBASIS MUST BE RESOLVED THROUGH FINAL, INDIVIDUAL ARBITRATION. YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. PLEASE REVIEW THAT SECTION CAREFULLY.
By creating an account, placing an order, offering a product or service, linking a payout method, or using any part of the Platform, you confirm that you have read and accepted these Terms and agree to comply with them in full.
Introduction and Acceptance of Terms
Third-Party Integrations and External Platform Access
Part II — Buyer Terms
Part III — Universal Terms (Apply to All Users)
SECTION 1 - SELLER ACCESS AND PLATFORM USE TERMS.
1.1 Overview of the FanBasis Platform.
FanBasis is a proprietary digital-commerce and software platform that equips approved Sellers with technology and tools to build, market, and monetize online offerings, including (without limitation) digital products, subscriptions, virtual experiences, memberships, and community access. Core features include offer creation and content management, analytics and reporting, subscription and invoicing modules, affiliate-marketing infrastructure, customer-engagement systems, and optional integrations with regulated Payment Partners for payment acceptance, Buy Now Pay Later (BNPL), settlement, and related financial-technology services. FanBasis is not a bank, money transmitter, or Payment Partner; all payment and settlement activity is performed through Payment Partners in accordance with applicable network and regulatory requirements. For purposes of these Terms, “Seller” means any individual or business entity approved by FanBasis to use the Platform’s seller features to create, manage, and deliver offerings, subject to FanBasis’s onboarding, verification, and compliance requirements. Sellers act as independent users of the Platform and are not employees, partners, or agents of FanBasis. Sellers remain responsible for the legality, accuracy, and quality of their offerings and for fulfilling all commitments to their customers in accordance with these Terms and applicable law. FanBasis is not a bank, money transmitter, or Payment Partner; all payment is performed through Payment Partners in accordance with applicable network and regulatory requirements. By registering as a Seller and accessing the Platform, you enter into a binding agreement to use the Services solely for lawful business or commercial purposes and in compliance with these Terms and all applicable laws. For purposes of clarity, FanBasis operates under a Merchant Model and uses regulated Payment Partners (including licensed payment service providers and acquiring banks) to process and settle Buyer transactions on behalf of the Platform.
1.2 Account Setup, Eligibility, and Business Authority.
To access Seller features, you must create and maintain a Seller account and provide complete, accurate, and current information, including legal or entity name, business address, contact details, tax identification, payout information, and any documents required by FanBasis or its Payment Partners for identity verification and compliance (e.g., KYC/AML). You agree to promptly update this information upon change. By registering, you represent and warrant that you are duly authorized to bind the business or organization identified in your application and that neither you nor your organization is subject to a suspension or ban by FanBasis or its Payment Partners without written reinstatement from FanBasis. You are responsible for all activity under your account. If you are under the age of majority (commonly 18), you may register only with the written consent of a parent or legal guardian who also accepts these Terms. No one under 13 may use the Platform.
1.3 Modifications to Terms.
FanBasis may revise or update these Terms at any time, with or without prior notice. Revisions are effective immediately upon posting to the Platform, unless a later effective date is specified. FanBasis may require you to accept updated Terms as a condition of continued access or use of the Services. Your continued use of the Platform after any modification constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Services and remove any associated Seller Content or data from the Platform. Except as expressly permitted in this Section 1.3, these Terms may be modified only by a written agreement executed by authorized representatives of both parties.
SECTION 2 - FANBASIS RIGHTS OF EVALUATION, VERIFICATION, AND ONGOING OVERSIGHT
2.1 Seller Account Ownership and Linked Payment Access.
The individual or legal entity that first completes onboarding and connects a verified payout or financial account through FanBasis or its Payment Partners will be recognized as the Account Holder and the sole party authorized to control that Seller account. Only the Account Holder may modify account information, authorize new users, or change financial settings. FanBasis will not mediate or resolve internal disputes between owners, principals, or other parties claiming rights to a Seller account or its proceeds. You are solely responsible for maintaining accurate account data and for resolving any third-party conflicts regarding ownership, management, or payment rights.
2.2 Identity Verification and Onboarding Compliance.
Access to certain Platform features—such as payment acceptance, disbursements, or compliance-sensitive functions—requires completion of identity verification and screening conducted through FanBasis’s regulated Payment Partners (e.g., payment service providers, acquiring banks, or other financial institutions). You agree to provide true, current, and complete information during onboarding and to promptly update any changes.
You authorize FanBasis and its Payment Partners to collect, process, and store business and personal information (including ownership, tax, and banking details) as required under applicable law, card-network rules, and regulatory frameworks (including KYC, AML, and OFAC screening). Completion of onboarding does not guarantee continued access or eligibility. FanBasis or its Payment Partners may approve, suspend, or revoke your access at any time in their discretion for risk, compliance, or operational reasons. FanBasis and its Payment Partners may also conduct ongoing sanctions (OFAC), AML, and KYC screening, and Sellers agree to promptly provide updated ownership, banking, and business documentation upon request. Seller onboarding, transaction processing, and payout eligibility are each subject to the approval of FanBasis’s Payment Partners, which perform identity-verification, sanctions screening, and risk underwriting in accordance with applicable law and card-network rules. FanBasis does not independently underwrite or guarantee Seller eligibility, and access to payment or settlement features remains contingent on continued Payment-Partner approval.
2.3 Ongoing Review and Revalidation.
FanBasis and its Payment Partners may periodically require you to provide updated documentation, disclosures, or certifications to maintain compliance with regulatory, contractual, or risk-management obligations. This may include updated tax forms, beneficial-ownership data, financial statements, or verification of your business model or offerings.
You agree to comply with any such request within the timeframe specified. Failure to provide required information may result in suspended payouts, restricted functionality, or account termination without notice. FanBasis may modify its onboarding and verification standards, or migrate accounts to new Payment Partners, at any time as needed to meet legal, technical, or banking requirements. FanBasis may share Seller verification data, chargeback ratios, and compliance reports with card networks, acquiring banks, or regulators for risk-management purposes.
2.4 Platform Oversight and Account Evaluation.
FanBasis reserves the unrestricted right to review, monitor, evaluate, and audit any Seller account by any means necessary to preserve the security, integrity, and lawful operation of the FanBasis platform. This includes but is not limited to internal assessments, automated flagging systems, manual audits, third-party reporting tools, partner reviews, or requests from financial institutions, Payment Partners, or law enforcement. FanBasis may exercise these rights at any time, with or without notice to you.
You acknowledge and agree that FanBasis may take any corrective or protective action it deems appropriate — including suspending features, restricting access, delaying payouts, or terminating your Seller account — based on the outcome or suspicion resulting from such an evaluation. FanBasis is under no obligation to disclose the existence, nature, or results of any review, and retains full discretion to act in the interest of platform safety, legal compliance, or business risk mitigation.
FanBasis retains the right, at its sole discretion, to suspend or terminate any Seller's access to the platform or features therein, without notice, for any reason or no reason, including suspected fraud, abuse, non-compliance, regulatory request, or reputational risk.
As a Seller, you are solely responsible for maintaining the confidentiality and security of your FanBasis account, including all login credentials, passwords, connected emails, and any linked third-party integrations or tools. You accept full liability for any activity conducted through your account, whether authorized by you or not, and FanBasis disclaims all responsibility for losses or damages resulting from your failure to adequately secure your access credentials.
By accessing the Seller Services, you agree to the following use restrictions and operational standards:
FanBasis reserves the right to request identity verification, updated business documentation, or additional security assurances at any time. We may suspend access to some or all Services, including payment processing or platform features, during any period of review or suspected noncompliance.
2.5 Data Security, Use Restrictions, and Operational Standards.
When using the Platform, you agree that you will not:
You acknowledge that content uploaded to the Platform (including pricing, descriptions, and media) may be transmitted over networks in unencrypted form and may be formatted or processed for compatibility with Platform systems.
FanBasis will communicate with you primarily through the email associated with your Seller account. You are responsible for maintaining a valid, monitored email address capable of receiving secure communications. Notices sent to that address are deemed received upon dispatch.
2.6 Disclaimer of Financial Services.
FanBasis is not a bank, money transmitter, or financial institution, and does not offer custodial, escrow, or investment services. All financial processing, payment acceptance, settlement, and disbursement activities are performed exclusively through regulated Payment Partners. Your relationship with each Payment Partner is separate from your relationship with FanBasis and subject to that partner’s terms and policies. FanBasis is not responsible for the timing, performance, or decisions of any Payment Partner and disclaims liability for delays, reversals, or interruptions in their services. FanBasis’s Payment Partners may include licensed financial institutions, acquirers, or payment service providers, all of which are responsible for fund custody and settlement under applicable laws.
2.7 Failure to Comply.
If you fail to complete any required identity verification or ongoing compliance request — or if any Payment Provider restricts, revokes, or flags your access for any reason — FanBasis may take any action it deems necessary to protect the platform or its users. This includes but is not limited to:
FanBasis shall not be held responsible for any direct or indirect loss of business, income, access, or opportunity resulting from your failure to comply with these Terms or the policies of our Payment Providers.
SECTION 3 - RIGHT TO DENY, SUSPEND, OR CANCEL SELLER ACCOUNTS
FanBasis retains the absolute and unrestricted right to deny, suspend, limit, or permanently cancel any Seller account at any time, with or without cause, notice, or liability. This right exists independently of any other rights outlined in these Terms and applies regardless of whether the Seller has completed onboarding or is actively using the platform.
You acknowledge and agree that your continued access to the FanBasis platform is subject to ongoing review and evaluation by FanBasis, which may be conducted at any time and for any reason, using both manual and automated methods. These evaluations may include, without limitation:
At any time, FanBasis may require you to confirm or update information, respond to questions, submit supporting documentation, or cooperate with internal audits or third-party reviews. You agree to respond promptly, fully, and truthfully to any such request. Failure to comply may result in immediate suspension or termination of your account, withholding of funds, or removal of your listings.
FanBasis is not obligated to provide a reason or explanation for any enforcement action. You expressly waive any right to damages, lost profits, or business opportunities resulting from such actions. FanBasis shall not be liable to you or any third party for any harm, interruption, or consequence that arises from our enforcement of these rights.
Furthermore, FanBasis may modify, limit, discontinue, or withdraw access to any features, services, or content described on the platform at any time, with or without notice, and without any liability to you. Any dated information provided through the platform is current as of its publication date only. FanBasis does not undertake any obligation to update, revise, or continue offering any particular feature, content, or service. FanBasis reserves the right to suspend or shut down any portion of its platform, features, or offerings at its sole discretion, including where such services would violate applicable laws or third-party restrictions in any jurisdiction.
This Section shall survive the termination of your Seller account and will remain in full force and effect.
SECTION 4 - SELLER RESPONSIBILITIES AND PLATFORM USE RESTRICTIONS.
As a Seller on FanBasis, you act as an approved service provider delivering products, content, or services that FanBasis offers to Buyers under its own name as the contracting merchant. All transactions occur between Buyers and FanBasis, and you provide the underlying deliverables as a supplier to FanBasis.
You are solely responsible to FanBasis for the legality, accuracy, quality, and lawful performance of the offerings, deliverables, and content you provide through the Platform. Sellers must conduct all business activities and communications in compliance with applicable laws, card-network and Payment-Partner requirements, and these Terms, and must not make any statements, representations, or commitments to Buyers that conflict with or extend beyond those authorized by FanBasis.
You agree that:
You acknowledge and agree that you may only use the FanBasis platform in full compliance with these Terms and applicable law. Except where prohibited by law, you further agree not to, and will not permit any third party to, directly or indirectly:
FanBasis may investigate any suspected violation of this Section, and you authorize us to cooperate with any applicable authorities or third-party service providers to disclose any information we deem necessary — including account data, transaction history, and communications — if we believe you or your account have been used in connection with unauthorized, illegal, or prohibited conduct.
Sellers are strictly prohibited from engaging in any payment activity that violates card-network rules, including but not limited to: (a) transaction splitting, meaning dividing a single transaction into multiple smaller charges to avoid authorization limits, risk controls, or fraud monitoring; (b) cash-advance behavior, including attempting to obtain cash, cash equivalents, money transfers, or similar value through buyer transactions processed on the Platform; (c) micro-authorizations or test-charges designed to probe card validity, authorization behavior, or risk thresholds; and (d) any conduct intended to artificially lower, mask, or manipulate dispute, refund, or chargeback ratios, including but not limited to issuing unauthorized credits, delaying fulfillment to avoid dispute windows, encouraging buyers to bypass the dispute process, or processing sham transactions. FanBasis may immediately suspend payouts, impose reserves, reverse transactions, terminate accounts, or report the activity to card networks, processors, or law-enforcement authorities for any violation of this subsection. Sellers acknowledge that violation of these rules constitutes a material breach of these Terms and may result in permanent loss of account access.
All sellers agree to comply with all applicable rules of Visa, Mastercard, American Express, Discover, NACHA, and any governing Payment Partner.
Violation of this Section may result in immediate suspension, restriction, or permanent termination of your access to the Services, removal of content, forfeiture of funds, and legal action. FanBasis reserves the right to determine what conduct constitutes a violation of these restrictions in its sole and final discretion.
SECTION 5 - FEES, PAYMENTS, AND WITHHOLDING RIGHTS
5.1 Feature-Based Fee Structure.
Fees for use of the Platform and Services vary based on the features you activate and may include, without limitation, subscription fees, transaction-based fees, commissions, or usage-based platform charges. Fee schedules applicable to your account will appear in the FanBasis dashboard, published pricing documentation, or in a separate written agreement, if applicable. FanBasis may revise its fees at any time, with or without notice, unless otherwise required by law. It is your responsibility to review all current fee terms. Any promotional or discounted pricing offered to other Sellers will not apply to you unless expressly confirmed in writing by FanBasis.
5.2 Payment Processing and Authorized Account Information.
All payments to Sellers are processed and disbursed through FanBasis’s regulated Payment Partners, which include licensed payment service providers, acquiring banks, and other financial institutions. To receive disbursements, you must maintain an active, compliant payout account with an approved Payment Partner and complete all required KYC/AML procedures.
You authorize FanBasis and its Payment Partners to receive payments from Buyers, calculate and deduct all applicable platform, transaction, and network fees, process reversals or refunds where required, and disburse the remaining balance to your linked account. You are responsible for keeping your business, tax, and banking information accurate and current. Failure to comply with verification or compliance requirements may result in delayed or withheld payouts, suspension of services, or termination of your account.
5.3 Deductions and Right of Offset.
FanBasis may deduct or offset from any amounts payable to you any fees, penalties, chargebacks, refunds, fines, taxes, or other amounts owed under these Terms. If insufficient funds are available, or if your designated payment method fails, you authorize FanBasis and its Payment Partners to debit any linked bank account or credit card to recover outstanding balances. FanBasis may also offset future earnings or reserves without further notice.
5.4 Payment Holds and Withholding Rights.
FanBasis or its Payment Partners may withhold, delay, or reserve funds at any time for reasons including, but not limited to: suspected fraud, misuse, excessive chargebacks or refunds, regulatory or card-network directives, failure to supply requested documentation, or risk-management considerations. Funds may be held for up to one hundred eighty (180) days—or longer if required by law or by a Payment Partner’s risk policy.
FanBasis may, at its discretion, initiate refunds to Buyers, with or without your consent, when necessary to comply with law, card-network or Payment-Partner rules, or to address buyer complaints, fraud, or reputational risk. You authorize FanBasis to recover any refunded amounts, including related processing costs or penalties, by offsetting from your balances, reserves, or future settlements. FanBasis shall not be liable for any delay, hold, or loss resulting from these actions. Funds may also be subject to holds or reserves as required by Payment Partners, acquiring banks, or card-network programs (including Visa VDMP or Mastercard VAMP).
5.5 Tax Responsibilities and Reporting.
Sellers are fully and independently responsible for determining, collecting, reporting, and remitting all taxes that may apply to their activities through the FanBasis platform, including but not limited to sales tax, VAT, income tax, and other statutory levies. Where required, FanBasis may withhold and remit taxes on your behalf. If you are tax-exempt, you must provide documentation acceptable to FanBasis. Additionally, FanBasis may report Seller earnings to the IRS or other authorities (e.g., via Form 1099), and may share Seller account details to comply with applicable law.
5.6 Subscription Billing and Recurring Charges.
If you subscribe to any recurring service through FanBasis, you expressly authorize FanBasis or its designated Payment Partner to charge your designated payment method on a recurring basis (e.g., monthly or annually, as applicable). Unless otherwise stated in writing, all subscriptions automatically renew at the end of the applicable billing period for a successive term of equal length, at the then-current rate.
You must notify FanBasis in writing at support@fanbasis.com at least thirty (30) days prior to the end of your then-current subscription term if you wish to cancel or prevent renewal. If you fail to provide such notice, your subscription will automatically renew, and you authorize continued billing without further notice. You are solely responsible for maintaining up-to-date payment information and monitoring renewal deadlines.
All fees are non-refundable once billed, unless otherwise required by applicable law. Cancellation requests submitted after a renewal has processed will apply to the following billing cycle only. FanBasis is not obligated to issue refunds or credits for partial use, early termination, or unused features.
5.7 Account Delinquency and Collections.
If your account becomes delinquent, unpaid, or otherwise in arrears for any reason, FanBasis may, without limitation and at its sole discretion: (i) suspend or terminate your access to the Platform and all related services; (ii) restrict, block, or reverse transactions; (iii) apply or increase reserves; (iv) offset outstanding amounts from any current or future settlements; and/or (v) initiate immediate collection or legal action.
FanBasis expressly reserves the right to engage third-party collection agencies, credit bureaus, or legal counsel to recover any outstanding obligations. You irrevocably authorize FanBasis and its Payment Partners to debit any linked bank accounts or payment methods to satisfy unpaid balances, fees, penalties, refunds, chargebacks, or other liabilities owed under these Terms.
You further agree to reimburse FanBasis for all costs of enforcement and collection, including without limitation: attorneys’ fees, expert fees, court costs, arbitration fees, agency or administrative fees, interest (at the maximum rate permitted by law), and any additional expenses incurred in pursuing recovery. FanBasis may report delinquencies to credit bureaus, Payment Partners, or financial institutions, and may pursue any and all remedies available at law or in equity.
All outstanding obligations are deemed liquidated and immediately due upon demand by FanBasis, and FanBasis’s exercise or delay in exercising any right or remedy shall not constitute a waiver of its continuing rights under these Terms.
5.8 Platform "As-Is" and No Guarantee of Revenue.
FanBasis makes no representation, warranty, or guarantee—express or implied—as to the success, profitability, or revenue potential of any Seller activity conducted through the Platform. Your results depend entirely on your own business operations, marketing, and customer engagement, and are not promised, implied, or warranted by FanBasis.
All Services, software, APIs, features, Payment-Partner integrations, and related technologies are provided “AS IS,” “AS AVAILABLE,” and WITHOUT WARRANTY OF ANY KIND. This includes, without limitation, any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy of data, or non-infringement, as well as any warranty that the Platform or its integrations will operate uninterrupted, error-free, securely, or continuously, or that defects will be corrected.
You acknowledge that FanBasis relies on third-party Payment Partners, network providers, and hosting environments to deliver certain Platform functions, and FanBasis disclaims all liability for any unavailability, interruption, error, delay, or limitation arising from those third-party systems, regulatory actions, or external network events.
You assume all risks associated with your use of the Platform and its features. To the fullest extent permitted by law, FanBasis shall not be liable for any loss of income, revenue, profits, goodwill, or business opportunity; any data loss or corruption; any business interruption; or any indirect, incidental, consequential, exemplary, or punitive damages arising from or relating to your use of the Platform, even if FanBasis has been advised of the possibility of such damages.
5.9 Record Retention and Chargeback Cooperation Requirements. Sellers must maintain complete and accurate records relating to all transactions conducted through the Platform for a period of no less than twenty-four (24) months from the date of each transaction, or longer if required by applicable law or card-network rules. These records must include, at a minimum: (a) proof of fulfillment, delivery, or access; (b) all buyer communications and support interactions; (c) the specific terms, policies, and disclosures presented to and accepted by the buyer at the time of purchase; (d) service-usage logs, access logs, or delivery confirmations for digital offerings; and (e) any additional transaction-level data reasonably requested by FanBasis or its financial partners. Sellers must provide FanBasis, its acquiring banks, and its payment-network partners with copies of such records within three (3) business days of request for purposes including, but not limited to, dispute resolution, chargeback responses, compliance reviews, fraud investigations, or regulatory inquiries. Failure to maintain adequate records or to provide requested documentation within the required timeframe constitutes a material breach of these Terms and may result in withheld payouts, reserves, account suspension, termination, or liability for associated chargebacks, penalties, or losses.
SECTION 6 - CHARGEBACKS, RESERVES, AND RELATED FINANCIAL PROTECTIONS
6.1 Delinquent Accounts and Fee Collections.
FanBasis retains the right to suspend, restrict, or terminate any Seller account that carries unpaid, delinquent, or disputed amounts. In addition to the principal amounts owed, delinquent accounts may accrue incidental charges, including but not limited to chargeback-processing fees, administrative or recovery costs, late-payment interest, and third-party collection fees.
If the payment method linked to your account becomes invalid or fails at the time fees are due, FanBasis may, in its sole discretion, suspend services, offset the amount owed from future settlements, or permanently remove your account and associated data without liability. All unpaid balances are immediately due and payable upon demand.
6.2 Chargebacks, Returns, and Excessive Dispute Rates.
As the contracting merchant to Buyers, FanBasis is responsible for processing all refunds and chargebacks through its regulated Payment Partners. However, Sellers are financially liable to FanBasis for all chargebacks, reversals, refunds, penalties, or assessments that arise from or relate to their products, services, or transactions.
If a Seller’s dispute or chargeback rate exceeds thresholds established by card-network or Payment-Partner rules (typically 1 percent (1 %) on a rolling basis), FanBasis may, without limitation: (i) require corrective actions or reserves; (ii) delay or withhold payouts; (iii) impose additional fees, fines, or monitoring requirements; or (iv) suspend or terminate the Seller’s account.
FanBasis may debit or offset any related amounts directly from Seller balances, reserves, or future payouts. Sellers remain fully responsible for reimbursing FanBasis for any Buyer refunds or chargeback losses incurred on their behalf. FanBasis and its Payment Partners may report excessive dispute activity to acquiring banks or card networks as required by Visa, Mastercard, or Amex compliance programs.
6.3 Fraudulent Activity and Payment Reversals.
If FanBasis determines, in its sole discretion, that any Seller account is involved in fraud, abuse, misrepresentation, or unauthorized activity, FanBasis may instruct its Payment Partners to reverse, withhold, or recover previously disbursed funds. Sellers are jointly and severally liable for all resulting losses, fees, and expenses—including administrative, legal, and operational costs—arising from such activity.
FanBasis may immediately suspend or terminate affected accounts, block related entities or owners, and disclose relevant information to card networks, acquirers, law-enforcement, or regulatory authorities as permitted by law.
6.4 Dispute Liability and Successor Responsibility.
Sellers, together with any successors, assigns, or acquiring parties, remain jointly and severally liable for all financial obligations, chargebacks, disputes, and refunds arising before or after a sale, transfer, or reorganization of their business. Failure to provide written notice of such change at least thirty (30) days in advance does not release any party from responsibility. All obligations automatically attach to the acquiring or successor entity.
6.5 Indemnification.
Sellers agree to indemnify, defend, and hold harmless FanBasis, its affiliates, directors, officers, employees, agents, and Payment Partners from and against any and all claims, liabilities, losses, damages, chargebacks, refunds, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Seller transactions, disputes, or violations of these Terms. This obligation survives termination or transfer of the Seller account.
6.6 Reserve Rights and Security Interests.
To mitigate financial risk, FanBasis and its Payment Partners may establish or maintain reserve accounts funded from Seller proceeds or direct deductions. Reserves may be held for such duration as FanBasis or its Payment Partners deem commercially or legally appropriate, including up to one hundred eighty (180) days or longer where required by law or network directives.
Sellers hereby grant FanBasis a continuing, first-priority security interest and lien in all present and future proceeds, receivables, deposit accounts, and related rights arising from Platform activity, as collateral for all obligations owed to FanBasis. Sellers authorize FanBasis to file UCC-1 financing statements or equivalent notices to perfect and maintain this security interest. FanBasis may communicate directly with banks or financial institutions to recover owed amounts.
6.7 Regulatory Holds, Reviews, and Suspension.
FanBasis or its Payment Partners may place holds, delays, or restrictions on funds or transactions when required by law, by card-network or acquiring-bank policy, or as part of an ongoing compliance review, audit, or fraud investigation. While FanBasis will act within a commercially reasonable timeframe, such restrictions may extend for up to one hundred eighty (180) days or longer if mandated by Payment Partners, networks, or regulators.
6.8 Discretionary Risk Management and Enforcement.
FanBasis retains full discretion to determine when Seller behavior presents unacceptable risk or non-compliance. Corrective or protective actions may include: withholding or freezing funds; imposing additional reserves; restricting features or payment acceptance; suspending account access; or permanently terminating Services. All such determinations by FanBasis are final and not subject to appeal.
6.9 Reservation of Rights.
Nothing in this Section limits any other contractual or legal rights available to FanBasis. FanBasis’s remedies are cumulative and may be exercised concurrently or separately. The failure or delay in exercising any right does not constitute a waiver of that right or any future enforcement.
6.10 Delinquency Enforcement; Personal Liability and Collection Rights.
If any Seller fails to pay amounts owed to FanBasis—including fees, chargebacks, refunds, penalties, reserves, or other obligations—FanBasis may pursue recovery by any and all lawful means, including without limitation: (i) offsetting from current or future payouts; (ii) directing Payment Partners to debit Seller’s accounts; (iii) engaging third-party collection agencies; (iv) initiating litigation, arbitration, or administrative proceedings; (v) reporting the delinquency to credit bureaus, card networks, or regulatory authorities; and (vi) enforcing its security interest or lien.
Sellers and any personal guarantors shall be jointly and severally liable for all outstanding obligations. FanBasis is entitled to recover all costs of enforcement, including attorneys’ fees, expert fees, court costs, arbitration fees, and any expenses incurred in connection with recovery efforts. All outstanding obligations become immediately due and payable upon demand.
PERSONAL GUARANTY. As a condition of maintaining a Seller account, FanBasis may require that one or more principals, officers, or authorized representatives execute a Personal Guaranty guaranteeing full payment and performance of all obligations owed to FanBasis. Each Guarantor agrees to be personally, unconditionally, and irrevocably liable—jointly and severally with the Seller—for all debts, chargebacks, refunds, penalties, and obligations, including those arising after account termination or business dissolution. FanBasis may proceed directly against any Guarantor without first exhausting remedies against the Seller or other collateral. This Guaranty survives any ownership change, insolvency, or bankruptcy of the Seller and remains enforceable until all obligations are fully satisfied. Uou hereby authorize FanBasis to file Uniform Commercial Code (UCC-1) financing statements and related amendments to perfect its security interest in your proceeds, receivables, or related collateral.
SECTION 7 - REGULATORY, FINANCIAL, AND MERCHANT COMPLIANCE FRAMEWORK.
7.1 Overview of the Merchant. FanBasis Inc. operates the Platform under a Merchant Model, meaning FanBasis is the sole provider and contracting merchant for all products, digital goods, and services sold through the Platform. All transactions occur directly between the Buyer and FanBasis. The creators, professionals, and partners who contribute content or perform services on the Platform (“Sellers”) act as service providers to FanBasis and do not enter into any contractual relationship with Buyers. FanBasis delivers all offerings in its own name and maintains full responsibility for billing, refunds, chargebacks, and the overall Buyer relationship. For regulatory clarity, each Seller hereby appoints FanBasis as its agent-of-payee solely for the limited purpose of coordinating with FanBasis’s Payment Partners to receive, hold, and settle payments from Buyers. Payment to FanBasis or its Payment Partners constitutes final settlement of the Buyer’s payment obligation to the Seller.
7.2 Payment Partners and Funds Custody. FanBasis does not itself hold or transmit funds. All Buyer and Seller funds processed through the Platform are received and maintained by FanBasis’s regulated Payment Partners in one or more For-Benefit-Of (“FBO”) accounts. These accounts are operated and controlled by licensed financial institutions, not by FanBasis, and are used solely for the segregation and settlement of Platform transactions. The FBO accounts are not deposit accounts and are not insured by the FDIC or any other governmental agency. FanBasis transmits payout instructions to its Payment Partners (who independently hold and settle all funds) with respect to allocation and payout instructions but does not itself hold, transmit, or custody any funds. Balances displayed in Seller dashboards or account statements (the ‘FanBasis Balance’) reflect funds held for settlement in these FBO accounts by Payment Partners. Such balances represent pending settlement amounts and do not constitute bank deposits or stored value. No interest accrues on these funds. All transactions will display a FanBasis-controlled descriptor, which may include variations such as FANBASIS.COM or FANBASIS*CATEGORY. Sellers acknowledge and agree that no seller or third-party name may appear as the billing descriptor.
7.3 Seller Payments and Settlement Timing. Sellers are compensated by FanBasis for services or deliverables rendered in connection with Buyer transactions processed through the Platform. Payouts are made by FanBasis’s Payment Partners on FanBasis’s behalf, in accordance with the applicable compensation schedule and subject to all fees, taxes, refunds, chargebacks, and applicable deductions. FanBasis, through its Payment Partners, may delay or withhold payments to manage refund exposure, investigate policy or compliance issues, or satisfy network or regulatory requirements. Funds may remain with FanBasis’s Payment Partners for up to one hundred eighty (180) days, or longer if required by law, card-network rules, or risk controls.
7.4 Allocation of Responsibilities. FanBasis, as the contracting merchant, is responsible for Buyer billing, refunds, and chargebacks. Sellers perform under FanBasis’s direction and have no independent authority to contract with, bill, or refund Buyers. If FanBasis issues a refund or sustains a chargeback related to a Seller’s activity, FanBasis may offset or deduct the corresponding amount from the Seller’s payable balance or future payouts. Sellers must promptly provide documentation or assistance requested by FanBasis or its Payment Partners to resolve Buyer disputes, regulatory inquiries, or compliance reviews.
7.5 Tax and Regulatory Compliance. Sellers remain responsible for income, corporate, or employment taxes applicable to payments they receive from FanBasis and shall provide any documentation reasonably requested by FanBasis or its Payment Partners for reporting or compliance purposes.
7.6 Card-Network and Payment Partner Compliance. FanBasis and its Payment Partners operate in compliance with all applicable card-network, acquiring-bank, and payment-industry standards. Sellers must cooperate with FanBasis to maintain compliance with Visa VDMP, Mastercard VAMP, and American Express dispute-management programs. Sellers must avoid any activity that could increase chargeback ratios, trigger network fines, or create reputational or regulatory risk for FanBasis or its partners. FanBasis may impose reserves, penalties, or termination for non-compliance.
7.7 Documentation Requests and Audit Cooperation. Sellers shall promptly provide FanBasis or its Payment Partners with any documentation or information reasonably required to verify identity, confirm business activity, or satisfy network, legal, or audit obligations. FanBasis, through its Payment Partners, may withhold payments or restrict account access until such information is provided and verified.
7.8 Ownership and Custody of Funds. All Buyer funds collected through the Platform are held and controlled by FanBasis’s Payment Partners until disbursed to Sellers. FanBasis does not directly hold, escrow, or transmit Buyer or Seller funds. FanBasis does not serve as a fiduciary, escrow agent, trustee, or custodian. FanBasis is not a bank, money services business, or money transmitter, and it does not offer custodial, escrow, or deposit-taking services. All fund movements occur through regulated Payment Partners operating under applicable banking and payment laws. The use of FBO accounts is limited to settlement, refund, and payout operations and does not create any trust or bailment relationship with Sellers.
7.9 Jurisdictional Operation and Compliance. FanBasis structures its payment operations through its Payment Partners to comply with applicable U.S. and international banking and financial-services regulations. Certain jurisdictions may impose additional requirements on local payments, tax, or reporting obligations. Sellers remain responsible for compliance with all laws applicable to their individual business activities, including marketing, labor, and consumer-protection laws.
7.10 Disclaimer of Warranties and Limitation of Liability. The Platform and its payment systems are provided on an “AS IS” and “AS AVAILABLE” basis. FanBasis makes no representations or warranties, express or implied, regarding uninterrupted performance or the actions of its Payment Partners. FanBasis disclaims all liability for any delay, hold, or reversal required by law, card-network rules, or its Payment Partners’ directives. FanBasis’s total cumulative liability to any Seller under this Section shall not exceed the total amount of fees paid by that Seller to FanBasis during the twelve (12) months preceding the claim.
SECTION 8 - CONTENT OWNERSHIP AND USAGE RIGHTS
8.1 Ownership of Seller Content.
Sellers retain ownership of all original content, materials, and intellectual property submitted, uploaded, or otherwise made available through the FanBasis platform, including but not limited to brand assets, product listings, media, promotional materials, descriptions, pricing, and related data (“Seller Content”). FanBasis does not claim ownership of Seller Content. However, by using the Platform, Sellers grant FanBasis the necessary rights to use Seller Content as described in this Section to operate and improve the Services.
Sellers are solely responsible for the accuracy, legality, and integrity of all Seller Content and for obtaining any necessary rights, licenses, or permissions to use, display, or distribute such materials through the Platform.
8.2 License to FanBasis.
By uploading, publishing, or otherwise submitting Seller Content to the Platform, you grant to FanBasis, its affiliates, subcontractors, and Payment Partners a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable, perpetual, and irrevocable license to:
This license survives termination only to the extent necessary to complete existing transactions, comply with law, maintain required records, or resolve disputes. Removal of content through the Platform does not affect FanBasis’s right to retain archival or transactional copies required for compliance.
8.3 Representations and Warranties.
You represent and warrant that:
You agree to indemnify and hold harmless FanBasis and its Payment Partners from all claims, losses, or liabilities arising out of or related to your Seller Content or any breach of these representations.
8.4 Content Restrictions.
Sellers are strictly prohibited from submitting content that:
FanBasis reserves the right, in its sole discretion, to remove or disable any Seller Content that violates these Terms, appears to pose a risk to users or the Platform, or is otherwise inconsistent with the Platform’s purpose or integrity.
8.5 Monitoring and Enforcement.
FanBasis has no general duty to monitor Seller Content or user activity but retains the right—at any time and in its sole discretion—to review, screen, audit, or remove any content or communication transmitted through the Platform. This includes content deemed unlawful, infringing, fraudulent, harmful, or otherwise inconsistent with the purpose of the Services. FanBasis may use automated and manual tools to inspect, log, and retain communications or files for operational, compliance, fraud-prevention, or legal purposes in accordance with the FanBasis Privacy Policy. Decisions to monitor or remove content do not create any continuing obligation to monitor generally. Sellers acknowledge that they may be exposed to content they consider offensive and that FanBasis is not responsible for such content or any resulting loss or damage.
8.6 Trademarks and Brand Usage.
By submitting trademarks, trade names, or branding materials, Sellers grant FanBasis a non-exclusive, worldwide, royalty-free license to use those marks in connection with: (i) marketing and promotion of Seller products or services on the Platform; (ii) Buyer-facing communications, receipts, or listings; and (iii) FanBasis’s advertising and internal communications. This license continues post-termination only to the extent necessary to fulfill pre-existing transactions, comply with applicable law, or maintain accurate transactional records.
8.7 FanBasis Intellectual Property.
All rights, title, and interest in and to the FanBasis Platform—including its software, design, code, interfaces, databases, content, trademarks, documentation, analytics, and underlying infrastructure—are and shall remain the exclusive property of FanBasis and its licensors. Except for the limited licenses expressly granted herein, no rights or interests are transferred to any Seller. Unauthorized use, reproduction, modification, or distribution of FanBasis’s intellectual property is strictly prohibited and may result in suspension, termination, or legal action.
SECTION 9 - TERM AND TERMINATION.
9.1 Term of Agreement.
These Terms shall remain in effect from the date you first access or use the Services and will continue in full force unless terminated in accordance with this Section. If you have executed a separate written agreement with FanBasis, the terms of that agreement shall control in the event of a conflict with this Section.
9.2 Termination by FanBasis.
FanBasis may, in its sole and absolute discretion, suspend, restrict, or terminate your Seller account, access to the Services, or any portion thereof, at any time, with or without notice or liability, and for any reason or no reason, including but not limited to:
FanBasis is not obligated to provide a reason for termination and is under no obligation to reinstate access once suspended or revoked.
9.3 Termination by Seller.
Unless otherwise agreed to in writing by FanBasis, you may terminate your Seller account and discontinue use of the Services at any time by providing written notice to FanBasis. However, termination shall not relieve you of any obligations accrued prior to the termination date, including the fulfillment of customer orders, payment of outstanding fees, or resolution of pending matters.
9.4 Effect of Termination.
Upon termination:
FanBasis shall not be liable for any resulting losses, including lost revenue, goodwill, or customer relationships. You are solely responsible for maintaining backups of any content or data uploaded to the platform.
9.5 Withholding and Refunds.
If your account is suspended or terminated for breach, fraud, excessive disputes, or non-compliance with these Terms or applicable law, FanBasis reserves the right to withhold any funds in your account. FanBasis may, in its sole discretion, return such funds to buyers, apply them against liabilities, or transfer them to a third-party Payment Partner or governmental authority pursuant to unclaimed property or escheatment laws.
9.6 Regulatory and Risk Concerns.
FanBasis reserves the right to report suspicious activity to regulators, processors, or law enforcement. Where required to do so by applicable law or contractual obligation, FanBasis may disclose user data or transaction records. You acknowledge that FanBasis is not liable for withholding funds or suspending services in connection with regulatory investigations, risk assessments, or suspected fraud.
9.7 Reinstatement Restrictions and Disposition of Proprietary Funds.
In the event your Seller account is terminated due to a breach of these Terms, fraudulent activity, misuse of the Services, or other unauthorized conduct, you shall be strictly prohibited from re-registering or accessing the FanBasis platform under any alternate name, account, business entity, or identity without the prior express written consent of FanBasis. Upon such termination, FanBasis shall retain the exclusive right to set off, withhold, or apply any amounts due and owing to FanBasis—including, without limitation, platform fees, penalties, chargebacks, refund liabilities, or indemnifiable losses—against any amounts otherwise payable to you. You expressly authorize FanBasis and its designated Payment Provider(s) to execute such offsets and take any action necessary to enforce the foregoing. Any residual funds remaining following applicable offsets or adjustments shall be deemed proprietary funds subject to applicable escheatment, unclaimed property, or abandonment laws, and you hereby authorize FanBasis to act on your behalf to ensure full compliance with any such obligations. Further, should FanBasis determine, in its sole and exclusive discretion, that any portion of the funds held in your account arose from fraud, illegality, or willful misconduct, such funds shall be deemed forfeited and may be retained or disposed of at the direction of FanBasis or its Payment Provider(s), without liability to you, and FanBasis may disclose such conduct to regulatory or law enforcement authorities as required or appropriate under applicable law.
9.8 Continuing Obligations.
All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: payment obligations, content and intellectual property licenses, indemnification obligations, disclaimers of warranty, and limitations of liability.
SECTION 10 - SELLER CONTENT AND USAGE RIGHTS.
10.1 Ownership of Seller Content.
Sellers retain ownership of all original content they submit, upload, publish, broadcast, or otherwise transmit ("Post") to the FanBasis platform in connection with their offerings ("Seller Content"). This includes, without limitation, product descriptions, media assets, branding materials, pricing information, and any works of authorship. FanBasis does not claim ownership of Seller Content but requires certain usage rights in order to operate, promote, and improve the platform.
10.2 License to FanBasis.
By Posting Seller Content, you grant FanBasis and its affiliates a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, sublicensable, and transferable license to use, display, reproduce, distribute, store, archive, publish, adapt, create derivative works from, publicly perform, and otherwise utilize such Seller Content for the purpose of operating and improving the FanBasis platform and delivering associated services. This license includes, without limitation, promotional use, placement in search results or recommendations, and use in connection with audits, legal compliance, support functions, or dispute resolution. This license survives account termination to the extent needed to comply with legal obligations, support historical transaction records, or enforce these Terms.
10.3 Seller Representations and Warranties.
By Posting Seller Content, you represent and warrant that:
10.4 Responsibility and Liability for Seller Content.
Sellers are solely and entirely responsible for all Seller Content they provide, including any consequences, disputes, liabilities, or legal claims that arise from such content. FanBasis is not responsible for any representations, warranties, or claims made by Sellers through Seller Content, and makes no endorsement or guarantee regarding any product or service described therein. You agree to indemnify and hold harmless FanBasis, its affiliates, and personnel from all liability, losses, or damages arising out of or related to your Seller Content.
10.5 Platform Standards and Enforcement Rights.
FanBasis retains the full right, but not the obligation, to monitor, review, filter, or remove Seller Content at any time and for any reason, including, but not limited to:
FanBasis is not required to disclose the basis or process for such actions and bears no liability for decisions made under this provision. Monitoring may include examination, recording, or archival of Seller Content or communications, in accordance with our Privacy Policy.
10.6 No Transfer of FanBasis IP.
Nothing in these Terms grants any Seller rights in or to FanBasis's proprietary technology, trademarks, software, user interface, infrastructure, or platform design. All rights, title, and interest in and to the FanBasis platform remain exclusively with FanBasis and its licensors. Sellers may not copy, distribute, modify, or derive works from FanBasis materials without prior written consent.
10.7 Content Download and Backup Responsibility.
FanBasis does not guarantee that Seller Content will remain accessible after removal or account termination. You are solely responsible for maintaining independent backups of any content or data that is valuable to your business or required for compliance or tax purposes.
10.8 Privacy Obligations and Age Restrictions.
Sellers acknowledge and agree that their use of the FanBasis platform is subject to FanBasis's Privacy Policy and all applicable data protection laws and regulations. FanBasis is committed to protecting the privacy of its users and expects all Sellers to adhere to the same standard when collecting, handling, or processing any personal information through the Services. In particular, Sellers must not collect, target, or knowingly interact with individuals under the age of 13 in violation of the Children's Online Privacy Protection Act ("COPPA") or similar laws. FanBasis does not knowingly permit the registration or participation of individuals under the age of 13 on its platform, and any content, product, or experience offered by a Seller must comply with this restriction. Sellers are responsible for understanding and complying with all applicable laws governing user privacy, data collection, and age restrictions. Failure to do so may result in immediate account suspension or termination, removal of content, and other actions as described in these Terms. For more information on how FanBasis collects, uses, and protects personal data, please review our full Privacy Policy.
SECTION 11 - THIRD-PARTY ACCOUNT ACCESS AND INTEGRATIONS.
In connection with your use of the Services, FanBasis may offer or require integrations with external platforms, accounts, or systems operated by third parties ("Third-Party Accounts"). These may include, but are not limited to, services such as Stripe, Discord, Google, Twitter, Facebook, and other tools that facilitate communication, content delivery, payment processing, community management, or analytics.
By linking or authorizing access to any Third-Party Account, you expressly grant FanBasis permission to access, retrieve, use, store, transmit, and otherwise process information, data, content, and account credentials from such services on your behalf, solely to the extent required to enable features of the FanBasis platform. You acknowledge that this authorization remains in effect until explicitly revoked by you and may be required as a condition of using certain portions of the Service.
You are solely responsible for the security and ongoing management of any Third-Party Account credentials used in connection with the Services. You must maintain accurate and up-to-date credentials and take reasonable steps to safeguard your login information. FanBasis disclaims all responsibility for access or activity resulting from your failure to do so.
You acknowledge and agree that FanBasis does not control, and is not responsible for, the availability, functionality, policies, or terms of any Third-Party Account or service. FanBasis cannot guarantee the continued compatibility of the Service with any Third-Party Account, and reserves the right to disable or remove integrations at any time without notice or liability. You further acknowledge that the providers of such Third-Party Accounts may impose their own terms of use, privacy policies, and compliance standards, which you are solely responsible for reviewing and adhering to.
FanBasis may restrict or revoke your access to the Services in the event that your Third-Party Account is compromised, suspended, or otherwise becomes non-compliant with applicable laws or third-party terms. In such cases, FanBasis shall not be responsible for any resulting loss of access, data, or functionality.
Nothing in these Terms shall be construed to imply any sponsorship, partnership, or joint venture between FanBasis and any third-party provider. FanBasis's access to or use of Third-Party Accounts is provided solely as a convenience to you and is governed by the limitations of liability set forth in Section 11.
SECTION 12 - LIMITATIONS OF LIABILITY AND THIRD-PARTY SERVICES DISCLAIMER.
12.1 Disclaimer of Warranties.
THE FANBASIS PLATFORM, INCLUDING ALL SOFTWARE, TECHNOLOGY, INFRASTRUCTURE, DATA INTEGRATIONS, USER INTERFACES, PAYMENT TOOLS, THIRD-PARTY PLUG-INS, COMMUNICATIONS FEATURES, AND SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE PLATFORM (COLLECTIVELY, THE "SERVICES"), IS PROVIDED STRICTLY ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. FANBASIS, INC. ("FANBASIS") AND ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, LICENSORS, CONTRACTORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "FANBASIS PARTIES") MAKE NO GUARANTEES OR ASSURANCES AS TO THE PERFORMANCE, SECURITY, FUNCTIONALITY, AVAILABILITY, OR RESULTS OF THE SERVICES.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE FANBASIS PARTIES DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION (WHETHER ORAL OR WRITTEN) OBTAINED BY YOU FROM FANBASIS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
12.2 Indemnification.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS FANBASIS, INC., AND ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "FANBASIS PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES (WHETHER ACTUAL, CONSEQUENTIAL, OR OTHERWISE), LOSSES, LIABILITIES, JUDGMENTS, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN ANY WAY RELATED TO: (A) YOUR USE OF OR ACCESS TO THE SERVICES (INCLUDING ANY ACTION TAKEN BY A THIRD PARTY USING YOUR ACCOUNT); (B) YOUR OFFERING, PROMOTION, OR SALE OF PRODUCTS THROUGH THE PLATFORM; (C) YOUR VIOLATION OF THESE TERMS OR ANY LAW, RULE, OR REGULATION; OR (D) ANY INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY, PRIVACY, OR PUBLICITY RIGHTS.
IN THE EVENT THAT A CLAIM, SUIT, OR ACTION ("CLAIM") IS BROUGHT AGAINST ANY FANBASIS PARTY, FANBASIS MAY, AT ITS OPTION, PROVIDE NOTICE OF SUCH CLAIM TO THE CONTACT INFORMATION ASSOCIATED WITH YOUR ACCOUNT. FAILURE TO PROVIDE OR RECEIVE SUCH NOTICE SHALL NOT DIMINISH OR LIMIT YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION.
12.3 Limitation of Liability.
Under no circumstances and under no legal theory (whether based in contract, tort, negligence, strict liability, statute, or otherwise) shall the FanBasis Parties be liable to you or any third party for: (a) any indirect, incidental, special, punitive, exemplary, or consequential damages; (b) any loss of profits, revenues, goodwill, customers, opportunities, data, or content; (c) any business interruption, device failure, or delay in accessing or using the Services; (d) any damages for substitute products or services, or for your reliance on incomplete or inaccurate content; or (e) any damages arising out of your use of, or inability to use, the Services or any third-party platform, regardless of whether FanBasis was advised of the possibility of such damages. In all events, the FanBasis Parties' total cumulative liability to you for any claims arising out of or relating to these Terms or the use of the Services shall not exceed the greater of one hundred U.S. dollars (USD $100) or the total amount actually paid by you to FanBasis for the Services during the twelve (12) month period preceding the event giving rise to such liability. The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose of any limited remedy and shall survive any termination of your relationship with FanBasis.
12.4 Third-Party Services and Platform Integrations.
FanBasis integrates with third-party service providers—such as Payment Partners, fraud screening vendors, Know-Your-Customer (KYC) verification tools, data storage platforms, communication frameworks (e.g., Discord), analytics services, and other application programming interfaces (APIs)—in order to power certain features of the Services. These third-party services operate independently from FanBasis, and your use of them is governed by the applicable provider's own terms, policies, and eligibility requirements. FanBasis does not guarantee the availability, performance, or reliability of any third-party service, nor does it control how these providers conduct identity checks, enforce compliance, handle funds, or resolve errors. Any disruption, limitation, or error in a third-party service is the sole responsibility of that provider. You acknowledge and agree that FanBasis bears no liability for any acts or omissions of third-party services, including delays, account restrictions, inaccurate data handling, fund reversals, blocked payments, or the inability to access linked services. Your sole recourse for issues involving third-party services is directly with the relevant provider.
12.5 Obligations Regarding Third-Party Compliance.
You are solely responsible for reviewing and complying with any applicable requirements from third-party providers, including but not limited to:
Account linking and maintenance requirements;
Anti-money laundering (AML) and KYC obligations;
U.S. tax and international tax reporting rules;
Acceptable use standards and payment network restrictions; and
Data retention, protection, and export regulations.
FanBasis will not be responsible for your failure to comply with third-party terms or for any resulting suspension, fund hold, or service limitation imposed on you by a third-party provider. You understand that certain features of the Services may not be available to you unless and until you satisfy all third-party onboarding, compliance, or verification requirements.
12.6 Force Majeure and External Factors.
FanBasis shall not be liable for any delay, interruption, or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, power outages, labor disputes, governmental actions, war, terrorism, pandemics, supply chain disruptions, internet failures, or actions by hosting or infrastructure partners. Such events shall not constitute a breach of these Terms.
12.7 Survival.
All limitations of liability, disclaimers, indemnity obligations, and exclusions of warranties set forth in these Terms shall survive the termination or expiration of your use of the Services and shall continue to apply in full force and effect notwithstanding any contrary provision elsewhere in this Agreement.
SECTION 13 - COMMUNICATIONS AND NOTIFICATIONS
13.1 Electronic Communications Consent.
By using the Services, you consent to receive communications from FanBasis through electronic means, including but not limited to email, SMS/text messaging, push notifications, in-app messaging, and other digital formats. These communications may include transactional updates, promotional offers, security notices, policy changes, and service-related announcements relevant to your activity on the platform.
13.2 Push Notifications.
When accessing the FanBasis mobile application, you may receive push notifications delivered to your device. These are designed to facilitate real-time updates and engagement with the Services. You may manage or disable these notifications through your device's settings, but doing so may limit functionality or prevent you from receiving important updates.
13.3 Email Communications.
FanBasis may send you email communications related to your account, purchases, service changes, and promotions. You may opt out of marketing emails by clicking the unsubscribe link within those messages. Transactional and legally required emails will continue regardless of opt-out status, as they are essential to the operation of your account.
13.4 SMS and Mobile Messaging.
By providing your mobile number and using the Services, you authorize FanBasis to send you SMS or similar mobile messages. These may include confirmations, security alerts, support follow-ups, and promotional content. Message frequency may vary. Standard message and data rates may apply, and you are responsible for all such charges.
13.5 Opt-In and Opt-Out Procedures.
Opt-In: By voluntarily providing your mobile number and interacting with FanBasis, you are granting consent to receive SMS messages.
Opt-Out: You may withdraw this consent by replying "STOP" to any message. After doing so, you may receive one confirmation message acknowledging your request.
13.6 Accuracy and Authority of Contact Information.
You represent that all contact information you provide, including mobile numbers and email addresses, is accurate and belongs to you or a party from whom you have received explicit authorization. You agree not to register contact details for any person who has not consented to receive communications from FanBasis. You will be responsible for any claims arising out of a violation of this obligation.
13.7 Communication Interruptions and Limitations.
FanBasis makes reasonable efforts to deliver messages promptly, but disclaims responsibility for delays, failures, or technical limitations that may affect delivery. Communication services may be impacted by outages, third-party provider issues, or device settings, and you agree that reliance on time-sensitive messaging is at your own discretion.
13.8 Data Use and Privacy.
Your communications with FanBasis are governed by the Privacy Policy, which outlines how we collect, store, and use your contact information. FanBasis may retain and use communication records as required for operational, legal, and security purposes, and you acknowledge that such use is necessary to facilitate your use of the Services.
SECTION 14 - CONFIDENTIALITY, NON-SOLICITATION, AND BETA TESTING.
14.1 Confidentiality (Mutual).
Each party ("Disclosing Party") may disclose to the other party ("Receiving Party") certain non-public, proprietary, or confidential information in connection with the Services, including but not limited to business plans, customer lists, technical data, software, marketing strategies, financial information, or product materials ("Confidential Information"). The Receiving Party agrees to (a) protect such Confidential Information using reasonable care; (b) not disclose it to any third party without the Disclosing Party's written consent; and (c) use it only as necessary to perform under these Terms. These obligations shall not apply to information that (i) was lawfully known by the Receiving Party before disclosure; (ii) becomes public without breach of these Terms; (iii) is disclosed by a third party lawfully and without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If compelled by law, the Receiving Party may disclose Confidential Information, provided it gives advance written notice (if legally permitted) to the Disclosing Party. These obligations will survive for three (3) years after termination of these Terms.
14.2 Non-Solicitation.
During the term of your use of the Services and for twelve (12) months following termination, you agree that you will not, directly or indirectly:
solicit for employment, hire, or contract any current or former employee, independent contractor, or consultant of FanBasis whom you interacted with or learned about through the platform, without FanBasis's prior written consent; or
solicit or attempt to solicit any Sellers, Buyers, Affiliates, or other users of the FanBasis platform for a competing platform or to reduce or discontinue their relationship with FanBasis.
You agree that each violation of this Section would cause irreparable harm to FanBasis and, as a reasonable estimate of damages, shall entitle FanBasis to liquidated damages equal to one times (1x) the total amount paid out by FanBasis to you over the three (3) months preceding the breach, in addition to any other remedies available at law or in equity.
14.3 Beta Testing and Experimental Features.
From time to time, FanBasis may offer access to experimental, beta, or pre-release features or services ("Beta Features"). Beta Features are offered solely for evaluation purposes, may be modified or withdrawn at any time, and are provided "as is" without any warranties of any kind. FanBasis makes no guarantees about the performance, availability, or functionality of Beta Features and disclaims all liability arising from their use. You agree not to disclose the existence, functionality, or feedback related to any Beta Feature to third parties without FanBasis's express written consent. If you provide suggestions or feedback related to any Beta Feature, you grant FanBasis a perpetual, irrevocable, royalty-free license to use such feedback without restriction or attribution.
SECTION 15 - AFFILIATE PROGRAM TERMS
15.1 Program Overview.
The FanBasis Affiliate Program (the "Program") is a referral-based promotional initiative that allows approved individuals ("Affiliates") to earn FanBasis Credits in exchange for referring (a) new customers who purchase products or services from Sellers on the platform ("Buyer Affiliates"), or (b) new Sellers who activate and operate an account on the platform ("Seller Affiliates"). Participation in the Program is available only to individuals at least 18 years of age and legally residing in the United States. Eligibility requires submission of an application and written approval from FanBasis, which may be granted or withheld in FanBasis's sole discretion.
Upon approval, each Affiliate will be issued a unique tracking identifier (the "Affiliate Link") for use in online content, websites, and communications, which allows FanBasis to attribute qualifying transactions to the referring party.
15.2 Relationship Structure.
All Affiliates operate as independent contractors and not as employees, agents, or legal representatives of FanBasis. No partnership, joint venture, or fiduciary relationship is created by participation in the Program, and Affiliates shall not hold themselves out as having authority to bind FanBasis in any manner.
15.3 Referral Compensation.
Compensation is earned based on qualified transactions, as determined by FanBasis in its sole discretion:
Seller Referrals: Affiliates may receive a share of FanBasis's platform revenue derived from a referred Seller's activity for a period of up to six (6) months from the Seller's activation date. Earnings will cease after this initial referral period.
Buyer Referrals: For each eligible purchase completed by a Buyer through an Affiliate Link, Affiliates may receive a designated percentage or fixed amount, as specified in a then-current affiliate offer (an "Affiliate Offer"). Affiliate Offers are subject to modification or cancellation by FanBasis at any time without notice. The Affiliate Offer in effect at the time of the qualifying transaction will control.
Affiliates are solely responsible for tracking the effectiveness of their Affiliate Links. If a buyer does not complete a purchase through the correct Affiliate Link, no compensation will be issued.
15.4 Restrictions and Conditions.
Participation in the Program is subject to the following ongoing requirements:
FanBasis prohibits the use of its name, marks, or related keywords (including misspellings or variations such as "FanBasis coupon," "FanBasis discount," etc.) in paid search advertising or sponsored content unless written authorization is granted in advance by a FanBasis program manager.
15.5 Brand Usage License.
Affiliates may use FanBasis branding materials only as explicitly licensed under these Terms. FanBasis grants a limited, non-exclusive, non-transferable, revocable license to use the name "FanBasis" and associated logos solely for Program participation. This license is granted for use in accordance with FanBasis's trademark guidelines and may be withdrawn at any time. Unauthorized or improper use of FanBasis marks may result in immediate removal from the Program and potential legal action.
15.6 Taxes and Expenses.
Affiliates are responsible for determining and satisfying any tax obligations associated with payments received under the Program. FanBasis will not issue tax advice or reimburse for any costs incurred in connection with participation. If required by law, FanBasis may issue Form 1099 or other tax documents and report applicable income to government authorities.
15.7 Compliance and Oversight.
Affiliates must comply with all applicable laws, advertising regulations, and FanBasis policies. FanBasis reserves the right to audit any Affiliate activity at any time, with or without notice, to assess compliance. FanBasis may suspend or revoke Program access, withhold earnings, or permanently terminate any Affiliate account for violations of these Terms or conduct deemed abusive, deceptive, or damaging to the brand.
15.8 Termination.
FanBasis may terminate an Affiliate's participation in the Program at any time, with or without cause, and without liability. Termination may include but is not limited to: immediate cessation of earnings, deactivation of Affiliate Links, and de-licensing of all branding materials. Upon termination, the Affiliate must promptly:
If eligible, FanBasis will provide a final payout for any qualified referrals accrued prior to the termination date. Affiliates must maintain an active account for at least sixty (60) days after termination to facilitate final compensation, subject to any offset for violations or clawback rights.
15.9 Program Modification and Discontinuation.
FanBasis may amend, suspend, or discontinue the Program or any Affiliate Offer at any time without liability. Continued participation constitutes acceptance of any modified terms.
SECTION 16 - THIRD-PARTY INTEGRATIONS AND EXTERNAL PLATFORM ACCESS
16.1 No Control Over External Platforms.
FanBasis may offer features or services that operate in coordination with or through third-party platforms such as Apple (iOS), Discord, and other third-party tools or applications (collectively, "Third-Party Platforms"). These platforms are operated independently and are governed by their own terms of use, policies, and procedures. FanBasis does not own, control, or operate these Third-Party Platforms and disclaims any responsibility or oversight for their functionality, performance, or content.
16.2 Independent Terms Apply.
By accessing or using any feature of the Services that interacts with a Third-Party Platform, you agree that your use of such Third-Party Platform is subject to its own terms of service, privacy policies, and any applicable community or usage rules. FanBasis is not responsible for informing you of or enforcing these terms. You are solely responsible for reviewing, accepting, and complying with them.
16.3 No Warranty or Support Obligations.
FanBasis provides access to Third-Party Platforms as a functional integration only and does not guarantee availability, continuity, or performance of those services. FanBasis is not liable for any delay, denial of access, service interruption, account suspension, policy enforcement, or data handling decisions made by any Third-Party Platform. This includes, but is not limited to:
16.4 Direct Resolution of Third-Party Issues.
Any issues, claims, disputes, or concerns arising from or related to your use of a Third-Party Platform must be resolved directly with the relevant third-party provider. FanBasis will not intervene or act on your behalf in such matters and does not assume any responsibility for technical support, service disputes, or policy enforcement undertaken by those platforms.
16.5 No Guarantee of Access or Compatibility.
FanBasis reserves the right to disable, restrict, or discontinue any integration with a Third-Party Platform at any time, without notice or liability. We make no representations that integrations will be maintained, updated, or available for all devices, operating systems, or user types.
16.6 No Monitoring or Access Controls.
FanBasis does not manage, oversee, or verify who has access to any third-party software, platforms, or communities—whether through Discord, Apple, or otherwise. You are solely responsible for managing invitations, permissions, user lists, and revocation of access as applicable. FanBasis does not check, track, or audit third-party software usage on your behalf, and you agree that any such oversight is entirely your responsibility.
17. Buyer Terms of Purchase
17.1 Platform Offerings. The Platform allows Buyers to purchase products, digital goods, and services made available through FanBasis. All offerings are published under FanBasis’s review and authorization. While certain items may be produced or performed by independent suppliers, FanBasis administers the sale, billing, and customer relationship directly with the Buyer. Product information, pricing, and promotional content are provided or approved by FanBasis and may be modified or withdrawn at any time without notice.
17.2 Order Acceptance and Fulfillment. All orders are subject to acceptance by FanBasis. Upon confirmation, FanBasis coordinates fulfillment through its approved partners in accordance with the details displayed at purchase. Delivery may involve third-party carriers or service providers, but FanBasis remains responsible for administering the Buyer relationship, including billing, communication, and refund processing. FanBasis does not warrant or guarantee specific delivery times and may cancel or decline orders for compliance, risk, or operational reasons at its discretion. This does not waive any rights granted to you by your issuing bank for unauthorized transactions.
17.3 Delivery Issues. If an offering becomes unavailable or cannot be completed as described, FanBasis may, at its discretion, adjust the transaction or issue a refund or credit. Such action will fully discharge FanBasis's obligations for that order. Buyers acknowledge that FanBasis's determination of the appropriate resolution is final and binding.
17.4 Platform Oversight and Limitation of Liability. FanBasis retains full authority over listings, transactions, and supplier activity on the Platform. FanBasis may modify, suspend, or terminate any listing or transaction without prior notice to protect Buyers, maintain compliance, or safeguard the integrity of the Platform. FanBasis shall not be liable for supplier delays, partial performance, or disruptions beyond its reasonable control. Where an order is canceled or unavailable, FanBasis's sole obligation is to refund the amount paid by the Buyer.
17.5 Buyer Support. FanBasis provides centralized customer assistance for all purchases. Buyers may contact support@fanbasis.com regarding orders, access, or refunds. FanBasis will manage communications and coordinate with fulfillment partners to address such matters in accordance with these Terms.
17.6 FanBasis as the Merchant. All purchases made through the Platform constitute a direct transaction between the Buyer and FanBasis, Inc. FanBasis is the merchant responsible for the sale, billing, and administration of each order placed on the Platform. The creators, brands, and businesses whose offerings appear on the Platform ("Sellers") act solely as independent suppliers that provide or fulfill products and services under commercial agreements with FanBasis. Your purchase contract exists exclusively between you and FanBasis; Sellers are not parties to that contract.
17.7 Financial Partner. FanBasis manages the complete billing lifecycle for all transactions through its authorized financial partners, including regulated banks and licensed payment institutions that facilitate payment processing and settlement. All receipts, confirmations, and invoices are issued in FanBasis's name, and your card or bank statement will display a descriptor such as "FANBASIS" or "FANBASIS.COM," reflecting FanBasis's role as the merchant. Payment to FanBasis, whether processed directly or through its financial partners, constitutes full and final satisfaction of your payment obligation for that transaction; in other words, Payment to FanBasis (via any authorized processor or wallet) fully satisfies the Buyer's payment obligation for the purchase. FanBasis assumes sole responsibility for the processing and outcome of all transactions, including any refunds, reversals, and chargebacks arising therefrom. FanBasis alone administers refunds, credits, and chargebacks in accordance with these Terms and applicable law. All receipts and statements will identify FanBasis as the merchant, and no Seller or third-party name will appear as the billing entity.
17.8 Role of Sellers. Sellers supply, manufacture, or perform the products and services made available through the Platform, but they do so as independent fulfillment partners of FanBasis. FanBasis coordinates, oversees, and ensures delivery or performance consistent with the description presented to the Buyer. While Sellers carry out the operational aspects of fulfillment, FanBasis remains the Buyer's sole point of contact for support, billing, and resolution of any transaction-related issues. The Buyer's rights and remedies arise exclusively under these Terms and any FanBasis policies expressly referenced herein. FanBasis retains contractual control over fulfillment and delivery of all offerings sold through the Platform, regardless of which fulfillment partner executes delivery.
17.9 Warranties. Except as expressly stated by FanBasis in writing, no Seller or third party may create or extend any warranty, guarantee, or representation binding on FanBasis. FanBasis provides all offerings subject to these Terms and applicable consumer-protection statutes, without assuming any independent warranty obligation beyond those required by law.
17.10 Funds Flow and Compliance. All Buyer payments are received, processed, and controlled by FanBasis through its regulated financial partners in accordance with applicable banking, card-network, and payment-industry rules. FanBasis may instruct its Payment Partners regarding allocation and disbursement of such funds in accordance with its agreements with those partners and with Sellers. FanBasis is not a bank, escrow service, or money-transmission business and does not provide custodial or deposit-taking services. FanBasis retains discretion to withhold, offset, or refund any amounts where fraud, chargeback risk, or legal non-compliance is suspected, or where required by its financial partners or applicable law. Funds may be routed through a designated For-Benefit-Of (FBO) payout account used solely for operational disbursement of payments. FanBasis and its payment partners process Buyer data in compliance with PCI-DSS and applicable privacy laws.
17.11 Buyer Acknowledgment. By completing a purchase on the Platform, the Buyer acknowledges and agrees that FanBasis is the sole merchant for the transaction; that payment made to FanBasis, whether directly or through its financial partners, fully satisfies the Buyer's payment obligation; that FanBasis has exclusive authority to administer billing, refunds, and dispute resolution; and that Sellers, while responsible for fulfillment, are not parties to the Buyer's contract and have no direct payment or refund obligations to the Buyer.
17.12 Prices and Adjustments. All prices are listed in U.S. Dollars unless otherwise noted. FanBasis may correct pricing or typographical errors before order confirmation. Once an order is accepted, the price displayed at checkout constitutes the total amount payable by the Buyer, inclusive of any applicable taxes and platform service charges.
17.13 Taxes. As merchant, FanBasis is responsible for calculating, collecting, and remitting applicable sales tax, VAT, GST, or similar indirect taxes on Buyer transactions where required by law. Buyers remain responsible for import duties, customs fees, or local taxes not collected at checkout.
17.14 Receipts and Invoicing. FanBasis issues all invoices and receipts in its own name. Receipts are transmitted electronically upon successful completion of payment through FanBasis's financial partners.
17.15 Subscriptions and Recurring Charges. Recurring or subscription-based offerings renew automatically at the intervals disclosed at checkout. Buyers authorize FanBasis, through its financial partners, to charge the designated payment method at each renewal date until cancellation. Buyers may cancel renewals by contacting support@fanbasis.com at least twenty-four (24) hours before the next billing cycle. All fees paid prior to cancellation are non-refundable except where required by law or FanBasis policy.
17.16 Buyer Protection and Refunds. Buyers may request a refund if (a) the purchased product or service is not delivered, (b) the offering materially differs from its description, or (c) the transaction was unauthorized. Refund requests must be submitted in writing to support@fanbasis.com within fourteen (14) days of delivery or expected delivery. FanBasis will review each request, coordinate with the Seller as needed, and determine the appropriate resolution, which may include refund, replacement, or credit. Refund decisions by FanBasis are final. Refunds are issued solely by FanBasis through its financial partners to the original payment method.
17.17 Chargebacks and Payment Disputes. Buyers agree not to initiate chargebacks or payment reversals without first contacting FanBasis to resolve the issue. FanBasis reserves the right to dispute or re-present any chargeback through its financial partners and may disclose transaction data to the issuing bank. Submitting fraudulent or unwarranted chargebacks may result in account suspension and recovery of associated fees or damages.
17.18 Warranties, Representations, and Disclaimers. FanBasis provides access to the Platform and its offerings on an "AS IS" and "AS AVAILABLE" basis. Except as expressly required by applicable law, FanBasis disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. No Seller or third party is authorized to make any representation or warranty on FanBasis's behalf. Any warranties communicated directly by Sellers are their sole responsibility and are not binding on FanBasis. Nothing in these Terms limits any non-waivable consumer rights provided by applicable law.
17.19 Limitation of Liability. To the fullest extent permitted by law, FanBasis's total cumulative liability for any claim arising out of or relating to a Buyer transaction shall not exceed the greater of USD $100 or the total purchase price of the order giving rise to the claim. FanBasis shall not be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including lost profits, data, or goodwill, even if advised of the possibility of such damages.
SECTION 18 – GOVERNING LAW AND DISPUTE RESOLUTION
18.1 Governing Law and Venue.These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any relationship between the parties shall be governed by and construed under the laws of the State of Florida, USA, without regard to its conflict-of-law principles. Any judicial proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction.
18.2 Mandatory Binding Arbitration. Except as expressly provided below, all disputes, claims, and controversies arising out of or relating in any way to these Terms, the Services, or any transaction conducted through the Platform shall be resolved solely and finally by binding, individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (or any successor rules then in effect), as modified herein. The arbitration shall be conducted in Miami, Florida, in English, before a single arbitrator experienced in commercial and technology matters. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation, enforcement, and scope of this arbitration agreement.
Either party may seek (a) temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual-property, confidential, or proprietary rights; or (b) adjudication of a claim that qualifies for small-claims-court jurisdiction. All other disputes must be arbitrated. The arbitrator shall have exclusive authority to resolve all issues of arbitrability and enforceability of this Section.
18.3 Opt-Out of Arbitration. A user may opt out of binding arbitration only within thirty (30) days of first accepting these Terms by sending a written notice stating the intent to opt out to:
FanBasis, Inc. – Legal Department (Arbitration Opt-Out)
1200 Ponce de Leon Blvd., Suite 1203, Coral Gables, FL 33134.
The notice must include the user’s legal name, account email, mailing address, and a clear statement of intent to opt out. Opt-out notices received after the thirty-day window are invalid. Opting out will not affect any other provision of these Terms.
18.4 Costs and Fee-Shifting. Each party shall bear its own attorneys’ fees and arbitration costs unless the arbitrator determines that a claim or defense was frivolous, pursued in bad faith, or brought for an improper purpose, in which case the prevailing party shall recover its reasonable attorneys’ fees and costs. FanBasis may seek recovery of all legal expenses incurred defending frivolous or duplicative proceedings in any forum.
18.5 Confidentiality of Proceedings. All arbitration proceedings and any settlement discussions, filings, or awards shall be confidential and may not be disclosed to any third party except as required by law or to enforce an award. This confidentiality obligation survives termination of these Terms and any arbitration outcome.
18.6 Injunctive Relief and Interim Measures. The arbitrator or a court of competent jurisdiction may issue temporary or permanent injunctive relief necessary to protect FanBasis’s intellectual-property, trade secrets, proprietary data, or confidential information, without the necessity of posting bond or proving irreparable harm. Nothing herein limits FanBasis’s right to seek equitable remedies in aid of arbitration.
18.7 Waiver of Jury Trial and Class Actions. YOU AND FANBASIS EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY COURT PROCEEDING AND AGREE THAT ALL CLAIMS SHALL BE BROUGHT AND RESOLVED ONLY ON AN INDIVIDUAL BASIS. NO CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY-GENERAL ACTIONS ARE PERMITTED. IF A COURT OR ARBITRATOR DETERMINES THAT THIS WAIVER IS UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THEN THAT CLAIM MUST BE BROUGHT IN COURT AND THE ARBITRATION CLAUSE SHALL NOT APPLY TO IT.
18.8 Time to Bring Claims. To the maximum extent permitted by law, any claim or cause of action arising out of or related to the Services or these Terms must be filed within one (1) year after the claim arises; otherwise it is permanently barred.
SECTION 19 – GENERAL TERMS AND FUNCTIONS
19.1 Automatic Renewal and Negative Option Disclosure. Some Platform offerings may be provided on a subscription or recurring-billing basis (“Subscriptions”). By enrolling in a Subscription, you agree that it will automatically renew at the disclosed frequency and price until you cancel, and you authorize FanBasis to charge your designated payment method for each renewal beginning on the date stated at checkout. Prior to purchase, FanBasis will clearly display the recurring charges, renewal schedule, cancellation policy, and the date on which billing begins, and you must affirmatively consent to these renewal terms—such as by checking a box acknowledging “I agree to recurring billing”—before completing your order. After purchase, FanBasis will send an acknowledgment email that includes the renewal terms, the next billing date, and a direct, accessible method to manage or cancel the Subscription online. You may cancel at any time through your in-account settings using the provided toggle or one-click cancellation path, or by contacting support@fanbasis.com; cancellations take effect at the end of the current billing period. For Subscriptions with an initial term of one year or more, FanBasis will send a renewal reminder within the time window required by applicable law. These procedures are intended to comply with the Restore Online Shoppers’ Confidence Act (ROSCA), the California Automatic Renewal Law, the New York Automatic Renewal Law, the District of Columbia Consumer Protection Procedures Act, and all similar automatic-renewal and negative-option regulations. Notwithstanding any other provision in this Agreement, nothing in these Terms limits any non-waivable consumer refund rights provided by applicable law.
19.2 Entire Agreement. These Terms, together with all incorporated policies, addenda, and documents (including the Privacy Policy and any supplemental Seller, Buyer, or Affiliate Agreements), constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, whether oral or written, regarding the Services or the Platform.
19.3 Amendments and No Waiver. FanBasis may amend these Terms at any time by posting an updated version on the Platform or by direct electronic notice. Continued use after notice constitutes acceptance of the updated Terms. No failure or delay by FanBasis in enforcing any provision shall operate as a waiver, nor shall any single or partial exercise of any right preclude any further exercise thereof.
19.4 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force. The invalid or unenforceable term shall be deemed modified to the minimum extent necessary to render it valid and enforceable.
19.5 Assignment. Users may not assign, delegate, or transfer any rights or obligations under these Terms without FanBasis’s prior written consent, and any attempted assignment is void. FanBasis may assign these Terms, in whole or in part, to any affiliate, successor, or acquirer without notice or consent.
19.6 Independent Contractor Status. Nothing in these Terms creates a partnership, joint venture, fiduciary, agency, or employment relationship between the parties. No party may bind the other or incur obligations on its behalf except as expressly authorized in writing.
19.7 Force Majeure. FanBasis shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, power or internet failures, supply-chain disruptions, governmental actions, war, terrorism, pandemics, or other events of force majeure. Any obligations affected shall be suspended for the duration of such event.
19.8 Limitation of Liability Cumulative Effect. All disclaimers and liability limitations throughout these Terms are cumulative and apply to the fullest extent permitted by law, even if any remedy fails of its essential purpose.
19.9 Indemnification of FanBasis for Third-Party Claims. In addition to any specific indemnities elsewhere in these Terms, each user (Buyer, Seller, or Affiliate) agrees to indemnify and hold harmless FanBasis, its affiliates, officers, directors, employees, and agents from all losses, damages, claims, or expenses (including attorneys’ fees) arising from third-party allegations connected to that user’s conduct, offerings, or breach of these Terms.
19.10 Third-Party Beneficiaries. Except for FanBasis’s affiliates and service providers expressly designated herein, no other person or entity shall be deemed a third-party beneficiary of these Terms.
19.11 Cumulative Rights and Remedies. All rights and remedies of FanBasis under these Terms, at law, or in equity are cumulative and may be exercised concurrently or separately. No remedy is exclusive.
19.12 Governing Language. These Terms are written in English, which shall be the controlling language for all purposes. Any translation is provided for convenience only; in the event of conflict, the English version controls.
19.13 Electronic Execution and Notices. You consent to receive all communications electronically via email, dashboard notification, or Platform posting, which satisfies any legal “writing” requirement. Notices to FanBasis must be sent in writing to support@fanbasis.com or to the corporate address above. Electronic signatures and agreements executed via the Platform have the same legal effect as handwritten signatures.
