Terms of service

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE FANBASIS OR COMMAS PLATFORM.

These Platform Terms of Service (“Terms”) govern your access to and use of www.fanbasis.com, any related subdomains, any Commas branded websites and subdomains, any other FanBasis-owned or FanBasis-operated affiliated websites, and all FanBasis or Commas 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.

FanBasis, Inc., which does business under both the “FanBasis” and “Commas” names (collectively, “FanBasis,” “Commas,” “we,” “us,” or “our”), provides the Platform to you conditioned upon your acceptance of these Terms. References in these Terms to FanBasis include the Commas brand, and these Terms apply to the Platform and all experiences presented under either name. 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 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.

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 COMMAS 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.

TABLE OF CONTENTS

Part I: Seller Terms

1. Seller Access and Platform Use
2. Commas Rights of Evaluation, Verification, and Ongoing Oversight
3. Right to Deny, Suspend, or Cancel Seller Accounts
4. Seller Responsibilities and Platform Use Restrictions
5. Fees, Payments, and Withholding Rights
6. Chargebacks, Reserves, and Related Financial Protections
7. Regulatory, Financial, and Merchant Compliance Framework
8. Content Ownership and Usage Rights
9. Term and Termination
10. Seller Content and Usage Rights
11. Third-Party Account Access and Integrations
12. Limitations of Liability and Third-Party Services Disclaimer
13. Communications and Notifications
14. Confidentiality, Non-Solicitation, and Beta Testing
15. Affiliate Program Terms
16. Third-Party Integrations and External Platform Access

Part II: Buyer Terms

17. Buyer Terms of Purchase (Sections 17.1 through 17.19)

Part III: Universal Terms (Apply to All Users)

18. Governing Law and Dispute Resolution
19. General Terms

SECTION 1 - SELLER ACCESS AND PLATFORM USE TERMS

1.1 Overview of the Commas Platform.

Commas 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. Commas 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 Commas to use the Platform's seller features to create, manage, and deliver offerings, subject to Commas' onboarding, verification, and compliance requirements. Sellers act as independent users of the Platform and are not employees, partners, or agents of Commas. 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. 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, Commas 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 Commas 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 Commas or its Payment Partners without written reinstatement from Commas. 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.

Commas 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. Commas 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 - COMMAS 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 Commas 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. Commas 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 Commas' 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 Commas 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. Commas or its Payment Partners may approve, suspend, or revoke your access at any time in their discretion for risk, compliance, or operational reasons. Commas 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 Commas' Payment Partners, which perform identity-verification, sanctions screening, and risk underwriting in accordance with applicable law and card-network rules. Commas 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.

Commas 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. Commas 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. Commas 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.

Commas 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 Commas 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. Commas may exercise these rights at any time, with or without notice to you.

You acknowledge and agree that Commas 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. Commas 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.

Commas 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 Commas 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 Commas disclaims all responsibility for losses or damages resulting from your failure to adequately secure your access credentials.

Commas 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:

• Interfere with or bypass any access controls, technical limitations, or payment mechanisms on the Platform, including by bypassing checkout flows, misrepresenting product fulfillment, or manipulating any logic designed to monitor or manage Platform use;
• Misrepresent products, fulfillment, or transaction details;
• Use automated scripts, bots, scrapers, spiders, or other data-collection tools to access, monitor, extract, or alter Platform content, metadata, or systems;
• Copy, reproduce, license, sublicense, sell, resell, display, distribute, reverse-engineer, replicate, or otherwise commercially exploit any portion of the Platform's software, code, materials, or infrastructure without Commas' express written consent;
• Engage in any fraudulent, deceptive, or prohibited conduct; or
• Circumvent Commas' or its Payment Partners' transaction routing, reporting, or compliance systems.

You acknowledge that content uploaded to the Platform (including product descriptions, pricing, media assets, and service details) may be transmitted over networks in unencrypted form and may be formatted, adjusted, or processed by Commas to meet technical, formatting, or operational requirements.

Commas will communicate with you primarily through the email address associated with your Seller account. You are responsible for ensuring this email address is accurate, monitored, and capable of receiving secure communications. All official notices from Commas shall be deemed received once sent to that address.

2.6 Disclaimer of Financial Services.

Commas 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 Commas and subject to that partner's terms and policies. Commas is not responsible for the timing, performance, or decisions of any Payment Partner and disclaims liability for delays, reversals, or interruptions in their services. Commas' 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 Partner restricts, revokes, or flags your access for any reason, Commas may take any action it deems necessary to protect the Platform or its users. This includes but is not limited to:

• Refusing or reversing payouts;
• Canceling pending transactions;
• Suspending access to your Seller dashboard;
• Removing your products or services from public view; or
• Permanently closing your account.

Commas 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 Partners.

SECTION 3 - RIGHT TO DENY, SUSPEND, OR CANCEL SELLER ACCOUNTS

Commas 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 Commas platform is subject to ongoing review and evaluation by Commas, which may be conducted at any time and for any reason, using both manual and automated methods. These evaluations may include, without limitation:

• Identity and ownership verification;
• Investigation of complaints, fraud flags, or user reports;
• Legal, regulatory, or tax compliance audits;
• Review of your business model, customer activity, and market claims;
• Analysis of transaction metrics, refund and chargeback history;
• Risk scoring, fraud detection, or reputational assessments.

At any time, Commas 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.

Commas 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. Commas 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, Commas 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. Commas does not undertake any obligation to update, revise, or continue offering any particular feature, content, or service. Commas 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 Commas, you act as an approved service provider delivering products, content, or services that Commas offers to Buyers under its own name as the contracting merchant. All transactions occur between Buyers and Commas, and you provide the underlying deliverables as a supplier to Commas.

You are solely responsible to Commas 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 Commas.

You agree that:

• You will maintain accurate public-facing business information, including contact methods, refund policies, and fulfillment timelines.
• All content, listings, media, pricing, and offerings you publish through Commas will be lawful, non-deceptive, and not infringe on the rights of any third party.
• You are solely responsible for compliance with all applicable laws and regulations in any jurisdiction where your products or services are sold or marketed, including consumer protection laws, advertising guidelines, tax reporting, export laws, and intellectual property statutes.
• Commas does not guarantee or endorse any offering made through the platform and bears no liability for the outcomes of your sales, communications, refund policies, or customer disputes.
• You will only make claims regarding income, financial results, health outcomes, or business success in compliance with all FTC guidelines, including substantiation and disclosure requirements.

You acknowledge and agree that you may only use the Commas 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:

• Use the Services for any unlawful, harmful, fraudulent, deceptive, threatening, harassing, defamatory, or otherwise objectionable purpose, or in violation of any applicable export controls or sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC);
• Offer, promote, or sell any goods or services that are illegal, regulated, or restricted, including but not limited to firearms, ammunition, explosives, drug paraphernalia, controlled substances, or items designed to cause physical harm;
• Access, probe, scan, or monitor any portion of the Commas platform using automated means (e.g., spiders, bots, scrapers, crawlers), whether for data collection, performance monitoring, or unauthorized interference;
• Reverse-engineer, decompile, disassemble, alter, or otherwise attempt to discover the source code, structure, or underlying ideas of any Commas technology;
• Interfere with or disrupt the integrity, functionality, or performance of the Commas Services or its infrastructure, including by imposing an unreasonably large load on our systems;
• Circumvent, disable, or bypass any limitations, access controls, or protective mechanisms embedded in the Services, or use unauthorized methods to manipulate, exploit, or access functionality not explicitly provided to you;
• Reproduce, distribute, republish, upload, post, modify, create derivative works from, rent, resell, or publicly display any Commas content, code, design, or proprietary materials without our prior written permission;
• Misrepresent your identity, business, affiliations, qualifications, or offerings, or use the Commas Services to promote false, misleading, or unsubstantiated claims;
• Transfer, sell, assign, or sublicense your access rights or Seller account to any third party without express written approval from Commas;
• Use the Commas platform in any way that endangers public safety, distracts from lawful behavior (e.g., while driving), or violates local health and safety laws;
• Attempt to manipulate, tamper with, or artificially inflate your reviews, traffic, analytics, or buyer interactions;
• Fail to respond to customer disputes, chargebacks, or refund requests in a timely and reasonable manner, or allow unresolved issues to escalate due to inaction;
• Use the Commas platform to circumvent Payment Partner rules or engage in cash advances, money laundering, or structuring transactions to avoid detection or regulatory scrutiny;
• Store, transmit, or expose sensitive personal data or financial information without implementing appropriate security measures and receiving informed consent where required;
• Continue to access the Services after being suspended, terminated, or restricted by Commas or its authorized partners.

Commas 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. Commas 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. Commas 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 Commas dashboard, published pricing documentation, or in a separate written agreement, if applicable. Commas 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 Commas.

5.2 Payment Processing and Authorized Account Information.

All payments to Sellers are processed and disbursed through Commas' 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 Commas 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.

Commas 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 Commas and its Payment Partners to debit any linked bank account or credit card to recover outstanding balances. Commas may also offset future earnings or reserves without further notice.

5.4 Payment Holds and Withholding Rights.

Commas 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.

Commas 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 Commas to recover any refunded amounts, including related processing costs or penalties, by offsetting from your balances, reserves, or future settlements. Commas 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 Commas platform, including but not limited to sales tax, VAT, income tax, and other statutory levies. Where required, Commas may withhold and remit taxes on your behalf. If you are tax-exempt, you must provide documentation acceptable to Commas. Additionally, Commas 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 Commas, you expressly authorize Commas 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 Commas 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. Commas 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, Commas 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.

Commas expressly reserves the right to engage third-party collection agencies, credit bureaus, or legal counsel to recover any outstanding obligations. You irrevocably authorize Commas 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 Commas 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. Commas 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 Commas, and Commas' 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.

Commas 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 Commas.

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 Commas relies on third-party Payment Partners, network providers, and hosting environments to deliver certain Platform functions, and Commas 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, Commas 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 Commas 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 Commas or its Financial Partners. Sellers must provide Commas, 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.

Commas 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, Commas 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, Commas is responsible for processing all refunds and chargebacks through its regulated Payment Partners. However, Sellers are financially liable to Commas 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 one percent (1%) on a rolling basis), Commas 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.

Commas may debit or offset any related amounts directly from Seller balances, reserves, or future payouts. Sellers remain fully responsible for reimbursing Commas for any Buyer refunds or chargeback losses incurred on their behalf. Commas 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 Commas determines, in its sole discretion, that any Seller account is involved in fraud, abuse, misrepresentation, or unauthorized activity, Commas 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.

Commas 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 Commas, 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, Commas 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 Commas 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 Commas 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 Commas. Sellers authorize Commas to file UCC-1 financing statements or equivalent notices to perfect and maintain this security interest. Commas may communicate directly with banks or financial institutions to recover owed amounts.

6.7 Regulatory Holds, Reviews, and Suspension.

Commas 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 Commas 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.

Commas 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 Commas 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 Commas. Commas' 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 Commas, including fees, chargebacks, refunds, penalties, reserves, or other obligations, Commas 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. Commas 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, Commas 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 Commas. 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. Commas 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. You hereby authorize Commas 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 Commas 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 Commas. The creators, professionals, and partners who contribute content or perform services on the Platform (“Sellers”) act as service providers to Commas and do not enter into any contractual relationship with Buyers. Commas 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 Commas as its agent-of-payee solely for the limited purpose of coordinating with Commas' Payment Partners to receive, hold, and settle payments from Buyers. Payment to Commas or its Payment Partners constitutes final settlement of the Buyer's payment obligation to the Seller.

7.2 Payment Partners and Funds Custody.

Commas does not itself hold or transmit funds. All Buyer and Seller funds processed through the Platform are received and maintained by Commas' regulated Payment Partners in one or more For-Benefit-Of (“FBO”) accounts. These accounts are operated and controlled by licensed financial institutions, not by Commas, 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. Commas transmits allocation and payout instructions to its Payment Partners (who independently hold and settle all funds) but does not itself hold, transmit, or custody any funds. Balances displayed in Seller dashboards or account statements (the “Commas 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 Commas-controlled descriptor, which may include variations such as FANBASIS.COM, FANBASIS*CATEGORY, COMMAS, COMMAS.COM, or similar Commas-controlled formats under either brand name. 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 Commas for services or deliverables rendered in connection with Buyer transactions processed through the Platform. Payouts are made by Commas' Payment Partners on Commas' behalf, in accordance with the applicable compensation schedule and subject to all fees, taxes, refunds, chargebacks, and applicable deductions. Commas, 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 Commas' 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.

Commas, as the contracting merchant, is responsible for Buyer billing, refunds, and chargebacks. Sellers perform under Commas' direction and have no independent authority to contract with, bill, or refund Buyers. If Commas issues a refund or sustains a chargeback related to a Seller's activity, Commas 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 Commas 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 Commas and shall provide any documentation reasonably requested by Commas or its Payment Partners for reporting or compliance purposes.

7.6 Card-Network and Payment Partner Compliance.

Commas and its Payment Partners operate in compliance with all applicable card-network, acquiring-bank, and payment-industry standards. Sellers must cooperate with Commas 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 Commas or its partners. Commas may impose reserves, penalties, or termination for non-compliance.

7.7 Documentation Requests and Audit Cooperation.

Sellers shall promptly provide Commas or its Payment Partners with any documentation or information reasonably required to verify identity, confirm business activity, or satisfy network, legal, or audit obligations. Commas, 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 Commas' Payment Partners until disbursed to Sellers. Commas does not directly hold, escrow, or transmit Buyer or Seller funds. Commas does not serve as a fiduciary, escrow agent, trustee, or custodian. Commas 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.

Commas 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. Commas makes no representations or warranties, express or implied, regarding uninterrupted performance or the actions of its Payment Partners. Commas disclaims all liability for any delay, hold, or reversal required by law, card-network rules, or its Payment Partners' directives. Commas' total cumulative liability to any Seller under this Section shall not exceed the total amount of fees paid by that Seller to Commas 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 Commas platform, including but not limited to brand assets, product listings, media, promotional materials, descriptions, pricing, and related data (“Seller Content”). Commas does not claim ownership of Seller Content. However, by using the Platform, Sellers grant Commas 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 Commas.

By uploading, publishing, or otherwise submitting Seller Content to the Platform, you grant to Commas, its affiliates, subcontractors, and Payment Partners a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable, perpetual, and irrevocable license to:

• Host, store, reproduce, display, perform, distribute, transmit, adapt, and modify the Seller Content as necessary to provide, operate, secure, and improve the Platform;
• Use, publish, and reference Seller Content, trademarks, and branding in listings, receipts, search results, marketing materials, advertisements, and communications with Buyers; and
• Use and retain Seller Content for compliance, archival, legal, analytical, and operational purposes, including fraud prevention, dispute resolution, and regulatory reporting.

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 Commas' right to retain archival or transactional copies required for compliance.

8.3 Representations and Warranties.

You represent and warrant that:

• You are the lawful owner or authorized licensee of the Seller Content, with full rights to grant the licenses described herein;
• Seller Content is accurate, complete, and not misleading, false, defamatory, or deceptive;
• Seller Content does not and will not infringe, misappropriate, or violate any third-party rights, including intellectual property, publicity, privacy, or contractual rights; and
• Seller Content complies with all applicable laws, regulations, advertising standards, and Commas policies.

You agree to indemnify and hold harmless Commas 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:

• Is unlawful, defamatory, abusive, or otherwise objectionable;
• Contains malware, viruses, or corrupted files;
• Infringes upon third-party intellectual property rights;
• Promotes illegal activity;
• Competes with Commas services or misleads users;
• Interferes with platform functionality or security.

Commas 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.

Commas 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. Commas 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 Commas 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 Commas 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 Commas 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) Commas' 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 Commas Intellectual Property.

All rights, title, and interest in and to the Commas Platform, including its software, design, code, interfaces, databases, content, trademarks (including the FanBasis and Commas names and marks), documentation, analytics, and underlying infrastructure, are and shall remain the exclusive property of Commas 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 Commas' 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 Commas, the terms of that agreement shall control in the event of a conflict with this Section.

9.2 Termination by Commas.

Commas 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:

• any actual or suspected violation of these Terms or applicable law;
• your failure to respond to information or verification requests;
• reputational risk, excessive chargebacks, or unresolved disputes;
• instruction by a Payment Partner, regulatory body, or governmental authority.

Commas 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 Commas, you may terminate your Seller account and discontinue use of the Services at any time by providing written notice to Commas. 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:

• Your right to use the Services shall immediately cease;
• Commas may delete, remove, or restrict access to your listings, data, or account materials;
• You shall remain liable for any outstanding amounts owed to Commas, third-party service providers, or customers;
• Commas may, at its discretion, offset or deduct funds from your account balance for any unpaid fees, chargebacks, customer refunds, taxes, or other liabilities.

Commas 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, Commas reserves the right to withhold any funds in your account. Commas 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.

Commas reserves the right to report suspicious activity to regulators, processors, or law enforcement. Where required to do so by applicable law or contractual obligation, Commas may disclose user data or transaction records. You acknowledge that Commas 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 Commas platform under any alternate name, account, business entity, or identity without the prior express written consent of Commas. Upon such termination, Commas shall retain the exclusive right to set off, withhold, or apply any amounts due and owing to Commas, including, without limitation, platform fees, penalties, chargebacks, refund liabilities, or indemnifiable losses, against any amounts otherwise payable to you. You expressly authorize Commas and its designated Payment Partner(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 Commas to act on your behalf to ensure full compliance with any such obligations. Further, should Commas 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 Commas or its Payment Partner(s), without liability to you, and Commas 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 Commas 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. Commas 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 Commas.

By Posting Seller Content, you grant Commas 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 Commas 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:

• You are the sole author, creator, and rightful owner of the Seller Content or have all necessary licenses, rights, permissions, and consents to Post the Seller Content and to grant the rights specified in this Section;
• Your Seller Content is honest, accurate, and not misleading to buyers;
• Your Seller Content does not and will not infringe, misappropriate, or violate the rights of any third party, including copyright, trademark, trade secret, privacy, publicity, contractual, or proprietary rights;
• Your Seller Content complies with all applicable laws, advertising guidelines, and regulations in the jurisdictions in which your products or services are marketed or sold;
• Your Seller Content is not defamatory, obscene, harassing, hateful, exploitative, or otherwise inappropriate for the Commas community or customer base;
• You are not Posting Seller Content on behalf of or in affiliation with a party who has previously been suspended or banned from Commas without our express written approval.

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. Commas 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 Commas, 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.

Commas 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:

• Violations of these Terms or applicable law;
• Infringement claims or third-party complaints;
• Internal compliance, reputational risk, or platform integrity concerns;
• Security vulnerabilities or technical disruptions.

Commas 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 Commas IP.

Nothing in these Terms grants any Seller rights in or to Commas' proprietary technology, trademarks, software, user interface, infrastructure, or platform design. All rights, title, and interest in and to the Commas platform remain exclusively with Commas and its licensors. Sellers may not copy, distribute, modify, or derive works from Commas materials without prior written consent.

10.7 Content Download and Backup Responsibility.

Commas 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 Commas platform is subject to Commas' Privacy Policy and all applicable data protection laws and regulations. Commas 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. Commas 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 Commas 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, Commas 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 Commas 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 Commas 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. Commas disclaims all responsibility for access or activity resulting from your failure to do so.

You acknowledge and agree that Commas does not control, and is not responsible for, the availability, functionality, policies, or terms of any Third-Party Account or service. Commas 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.

Commas 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, Commas 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 Commas and any third-party provider. Commas' 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 12.

SECTION 12 - LIMITATIONS OF LIABILITY AND THIRD-PARTY SERVICES DISCLAIMER

12.1 Disclaimer of Warranties.

THE COMMAS 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. (“COMMAS”) AND ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, LICENSORS, CONTRACTORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “COMMAS 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 COMMAS 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 COMMAS 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 “COMMAS 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 COMMAS PARTY, COMMAS 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 Commas 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 Commas was advised of the possibility of such damages. In all events, the Commas 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 Commas 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 Commas.

12.4 Third-Party Services and Platform Integrations.

Commas 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 Commas, and your use of them is governed by the applicable provider's own terms, policies, and eligibility requirements. Commas 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 Commas 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.

Commas 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.

Commas 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 Commas 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 Commas 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.

Commas 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 Commas 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 Commas, 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 Commas. You will be responsible for any claims arising out of a violation of this obligation.

13.7 Communication Interruptions and Limitations.

Commas 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 Commas are governed by the Privacy Policy, which outlines how we collect, store, and use your contact information. Commas 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 Commas whom you interacted with or learned about through the platform, without Commas' prior written consent; or solicit or attempt to solicit any Sellers, Buyers, Affiliates, or other users of the Commas platform for a competing platform or to reduce or discontinue their relationship with Commas.

You agree that each violation of this Section would cause irreparable harm to Commas and, as a reasonable estimate of damages, shall entitle Commas to liquidated damages equal to one times (1x) the total amount paid out by Commas 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, Commas 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. Commas 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 Commas' express written consent. If you provide suggestions or feedback related to any Beta Feature, you grant Commas a perpetual, irrevocable, royalty-free license to use such feedback without restriction or attribution.

SECTION 15 - AFFILIATE PROGRAM TERMS

15.1 Program Overview.

The Commas Affiliate Program (the “Program”) is a referral-based promotional initiative that allows approved individuals (“Affiliates”) to earn Commas 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 Commas, which may be granted or withheld in Commas' 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 Commas 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 Commas. 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 Commas in any manner.

15.3 Referral Compensation.

Compensation is earned based on qualified transactions, as determined by Commas in its sole discretion. Seller Referrals: Affiliates may receive a share of Commas' 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 Commas 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:

• Affiliates must truthfully represent their relationship with Commas and may not mislead or impersonate the platform, its Sellers, or its services.
• All promotions must be factual, lawful, and based on the Affiliate's actual experiences.
• Clear and conspicuous disclosure must be made that the Affiliate may receive compensation if a purchase is made through their link, consistent with Federal Trade Commission (FTC) guidelines.
• No content or promotional material may contain or promote hate speech, illegal activity, adult material, politically divisive content, or infringing material.

Commas prohibits the use of its names, marks, or related keywords under either brand (including misspellings or variations such as “FanBasis coupon,” “FanBasis discount,” “Commas coupon,” “Commas discount,” and similar terms) in paid search advertising or sponsored content unless written authorization is granted in advance by a Commas program manager.

15.5 Brand Usage License.

Affiliates may use Commas branding materials only as explicitly licensed under these Terms. Commas grants a limited, non-exclusive, non-transferable, revocable license to use the names “FanBasis” and “Commas” and associated logos solely for Program participation. This license is granted for use in accordance with Commas' trademark guidelines and may be withdrawn at any time. Unauthorized or improper use of FanBasis or Commas 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. Commas will not issue tax advice or reimburse for any costs incurred in connection with participation. If required by law, Commas 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 Commas policies. Commas reserves the right to audit any Affiliate activity at any time, with or without notice, to assess compliance. Commas 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.

Commas 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:

• Remove any FanBasis or Commas branding or promotional materials;
• Cease using and distributing all Affiliate Links;
• Discontinue all public identification as an Affiliate.

If eligible, Commas 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.

Commas 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.

Commas 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. Commas 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. Commas 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.

Commas provides access to Third-Party Platforms as a functional integration only and does not guarantee availability, continuity, or performance of those services. Commas 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:

• Apple's App Store policies and procedures;
• Discord's moderation, access, or community tools;
• Any other third-party tool, plugin, or service linked through the Commas platform.

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. Commas 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.

Commas 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.

Commas 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. Commas does not check, track, or audit third-party software usage on your behalf, and you agree that any such oversight is entirely your responsibility.

SECTION 17 - BUYER TERMS OF PURCHASE

17.1 Platform Offerings.

The Platform allows Buyers to purchase products, digital goods, and services made available through Commas. All offerings are published under Commas' review and authorization. While certain items may be produced or performed by independent suppliers, Commas administers the sale, billing, and customer relationship directly with the Buyer. Product information, pricing, and promotional content are provided or approved by Commas and may be modified or withdrawn at any time without notice.

17.2 Order Acceptance and Fulfillment.

All orders are subject to acceptance by Commas. Upon confirmation, Commas coordinates fulfillment through its approved partners in accordance with the details displayed at purchase. Delivery may involve third-party carriers or service providers, but Commas remains responsible for administering the Buyer relationship, including billing, communication, and refund processing. Commas 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, Commas may, at its discretion, adjust the transaction or issue a refund or credit. Such action will fully discharge Commas' obligations for that order. Buyers acknowledge that Commas' determination of the appropriate resolution is final and binding.

17.4 Platform Oversight and Limitation of Liability.

Commas retains full authority over listings, transactions, and supplier activity on the Platform. Commas may modify, suspend, or terminate any listing or transaction without prior notice to protect Buyers, maintain compliance, or safeguard the integrity of the Platform. Commas shall not be liable for supplier delays, partial performance, or disruptions beyond its reasonable control. Where an order is canceled or unavailable, Commas' sole obligation is to refund the amount paid by the Buyer.

17.5 Buyer Support.

Commas provides centralized customer assistance for all purchases. Buyers may contact support@fanbasis.com regarding orders, access, or refunds. Commas will manage communications and coordinate with fulfillment partners to address such matters in accordance with these Terms.

17.6 Commas as the Merchant.

All purchases made through the Platform constitute a direct transaction between the Buyer and FanBasis, Inc. Commas 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 Commas. Your purchase contract exists exclusively between you and Commas; Sellers are not parties to that contract.

17.7 Financial Partner.

Commas 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 Commas' name, and your card or bank statement will display a descriptor such as “FANBASIS,” “FANBASIS.COM,” “COMMAS,” or a similar Commas-controlled descriptor under either brand name, reflecting Commas' role as the merchant. Payment to Commas, 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 Commas (via any authorized processor or wallet) fully satisfies the Buyer's payment obligation for the purchase. Commas assumes sole responsibility for the processing and outcome of all transactions, including any refunds, reversals, and chargebacks arising therefrom. Commas alone administers refunds, credits, and chargebacks in accordance with these Terms and applicable law. All receipts and statements will identify Commas 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 Commas. Commas coordinates, oversees, and ensures delivery or performance consistent with the description presented to the Buyer. While Sellers carry out the operational aspects of fulfillment, Commas 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 Commas policies expressly referenced herein. Commas 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 Commas in writing, no Seller or third party may create or extend any warranty, guarantee, or representation binding on Commas. Commas 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 Commas through its regulated financial partners in accordance with applicable banking, card-network, and payment-industry rules. Commas may instruct its Payment Partners regarding allocation and disbursement of such funds in accordance with its agreements with those partners and with Sellers. Commas is not a bank, escrow service, or money-transmission business and does not provide custodial or deposit-taking services. Commas 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. Commas 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 Commas is the sole merchant for the transaction; that payment made to Commas, whether directly or through its financial partners, fully satisfies the Buyer's payment obligation; that Commas 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. Commas 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, Commas 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.

Commas issues all invoices and receipts in its own name. Receipts are transmitted electronically upon successful completion of payment through Commas' financial partners.

17.15 Subscriptions and Recurring Charges.

Recurring or subscription-based offerings renew automatically at the intervals disclosed at checkout. Buyers authorize Commas, 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 Commas 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. Commas 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 Commas are final. Refunds are issued solely by Commas 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 Commas to resolve the issue. Commas 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.

Commas provides access to the Platform and its offerings on an “AS IS” and “AS AVAILABLE” basis. Except as expressly required by applicable law, Commas 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 Commas' behalf. Any warranties communicated directly by Sellers are their sole responsibility and are not binding on Commas. 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, Commas' 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. Commas 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. Commas 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 Commas' intellectual property, trade secrets, proprietary data, or confidential information, without the necessity of posting bond or proving irreparable harm. Nothing herein limits Commas' right to seek equitable remedies in aid of arbitration.

18.7 Waiver of Jury Trial and Class Actions.

YOU AND COMMAS 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 Commas to charge your designated payment method for each renewal beginning on the date stated at checkout. Prior to purchase, Commas 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, Commas 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, Commas 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.

Commas 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 Commas 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 Commas' prior written consent, and any attempted assignment is void. Commas 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.

Commas 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 Commas 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 Commas, 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 Commas' 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 Commas 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 Commas 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.