• "Client" means the business or organization that has engaged Merchconnect to produce and deliver bulk merchandise, and on whose behalf Products are ordered.

• "Authorized User"means an individual — typically an employee or representative of a Client — who creates an individual login to place or manage orders on the Client's behalf.

• "Recipients"means the individuals who receive Products as part of a Client's order, such as the Client's employees, event attendees, or business contacts. Recipients are not Merchconnect's customers and have no direct contractual relationship with Merchconnect.

• "Merchconnect Parties" means Merchconnect, its subsidiaries, affiliated companies, and joint ventures, and the officers, directors, members, managers, equity holders, agents, and employees of any of them.

3.1 Eligibility.You must be of legal age to use the Services and are fully responsible for your account and your use of it. If you are an individual, you confirm that you are at least 18 years old (at least 20, if you reside in Japan). If you are creating an Authorized User account on behalf of a Client, you confirm that you are authorized to act on that Client's behalf and to bind the Client to this Agreement.

3.2 How accounts work.Each Authorized User creates their own individual login. That login is linked to their employer's or organization's Client record with us, so that order history, saved shipping and billing details, design proofs, and related communications are visible to appropriately permissioned Authorized Users within the same Client account, unless the Client requests otherwise. Multiple Authorized Users may work under a single Client account.

3.3 Account security.You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us promptly of any unauthorized use of your account or of your Client's account. At a Client's request, we may deactivate an individual Authorized User's login (for example, when someone leaves the Client's organization) without affecting the Client's other Authorized Users or the Client's stored order history.

3.4 Data retention. Order history, proofs, and other account data are retained in accordance with our Privacy Policy. You or your Client may request access to, correction of, or deletion of account information as described there or as required by applicable law.

3.5 Our discretion. If you violate this Agreement or act in bad faith, we may modify, suspend, or refuse Services to you or your Client at any time. We may also change, suspend, or discontinue Services, Products, fees, or features at any time, without notice — though this will not affect orders we have already confirmed for Clients or Authorized Users in the EEA or UK. This Agreement is void where prohibited by law, and any right to use the Services is revoked in jurisdictions where that applies.

"Content" means any information, images, pictures, data, text, photographs, graphics, logos, messages, and other materials that a Client or Authorized User posts, submits, uploads, displays, or otherwise uses through the Services in connection with a bulk merchandise order.

5.1 It's your Content.We don't claim ownership of Client Content.

5.2 You're responsible for it.The Client is solely responsible for its Content. The Client represents that it owns or has all necessary rights to its Content, including the right to have it applied to bulk Products we produce, and that it does not infringe or violate any third party's rights.

5.3 The license you grant us.By submitting Content, the Client grants Merchconnect a non-exclusive, worldwide, royalty-free, sub-licensable license to use, display, edit, modify, reproduce, and store the Content solely as needed to produce and deliver the Client's order, and to maintain the Content as part of the Client's account and order history for future reordering. We do not use Content for marketing, portfolio, case-study, or any other purpose outside of the Client's own account and orders unless the Client separately agrees in writing. The Client represents that it has the rights necessary to grant us this license.

5.4 Storage of uploaded Content.Logos, artwork, and other files an Authorized User uploads are stored as part of the Client's account so they can be reused for future orders. This storage is covered by our Privacy Policy (see Section 15).

5.5 Content we don't want. Content submitted for production must not be abusive, threatening, defamatory, obscene, vulgar, illegal, false, or misleading, and must not violate this Agreement.

5.6 Intellectual property compliance. The Client must own the Content it submits, or have express authority to use it, and it must comply with publicity, trademark, copyright, and other applicable laws.

5.7 Reporting infringement and DMCA process.We follow appropriate legal procedures to remove infringing content and to cooperate with technical measures copyright owners use to identify and protect their work. When we receive a valid infringement notice, we may, at our sole discretion: (i) pause production or suspend the applicable Client's use of the Services, and/or (ii) remove or decline to produce the allegedly infringing Content. We aim to respond promptly, notify the affected party, and — for copyright claims — explain the counter-notification process.

• DMCA compliance: Our notice-and-takedown procedures are intended to comply with the Digital Millennium Copyright Act (DMCA) and will be updated if DMCA obligations change.

• Counter-notifications: If we receive a valid counter-notice, we will forward it to the original complaining party. Unless that party files a court action and notifies us within 10–14 business days, we may resume production or restore the affected Content. If an action is filed, the Content remains withheld at our discretion.

• Repeat infringers: We may terminate the account of any Client subject to repeat infringement notices, at our sole discretion.

5.8 Merchconnect's design assets.Mockups, templates, images, and text we create to help present or produce a Client's order (collectively, "Digital Items") — and all related intellectual property — belong exclusively to Merchconnect, except to the extent they incorporate the Client's own Content. Digital Items may only be used to review, approve, or promote the Client's own order with Merchconnect, and not for production with another manufacturer.

We grant you and your Client a limited, non-exclusive, non-transferable, revocable license to use the Services, subject to this Agreement and the following restrictions:

6.1 Obey the law.Neither you nor your Client will use the Services to violate any applicable local, state, federal, or international law. This includes obtaining any permits or licenses your Client's use of the Products may require, and not engaging in fraud, theft, anti-competitive conduct, threats, or other unlawful acts against Merchconnect, other users, or third parties. You and your Client represent that neither is subject to, or appears on, any trade or economic sanctions list (including those maintained by OFAC, the U.S. State Department, the U.S. Department of Commerce, the EU, or HM Treasury), and that you will not export or transfer our Products to any country or territory subject to comprehensive sanctions (including Cuba, Iran, Syria, North Korea, or Crimea). You will not use the Services to impersonate Merchconnect or anyone else, or to exploit or harm minors in any way.

6.2 Don't harm our systems.You will not interfere with or disrupt the Services — for example, by introducing viruses or harmful code — or send, receive, or use material that violates this Agreement, or otherwise restrict or inhibit others' use of the Services or expose Merchconnect to liability. We may audit our systems for integrity and compliance at our sole discretion.

6.3 Respect our brand."Merchconnect," and our related iconography, phrases, logos, and designs, are trademarks, service marks, or trade dress of Merchconnect. Except as expressly stated in this Agreement, we grant no rights to use them. You may note that Merchconnect produced a given order, with proper attribution, but you may not use our marks (i) as part of your own trademarks, (ii) in connection with unrelated products or services, (iii) in a misleading or deceptive manner, or (iv) in a way that disparages us. We may require removal of any misuse of our marks at our sole discretion.

6.4 Share your ideas. Unsolicited ideas or materials you send us (other than Client Content) are treated as non-confidential and non-proprietary. By submitting them, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish them for any purpose, without compensation.

6.5 Electronic communications. We may send required legal notices electronically (for example, by email) rather than by mail. Using the Services means you agree to receive communications this way.

7.1 Placing an order.An order is a bulk purchase of Product(s) that we've accepted and for which the Client has paid, or agreed in writing to pay, the applicable fees. Any Products in an order that we haven't accepted aren't part of that contract. We may decline any order at our sole discretion. Orders are placed through the Site or through a Merchconnect representative, and it's the Client's and Authorized User's responsibility to confirm accurate order details — including bulk quantities, size/color breakdowns, artwork, and shipping destination(s) — before submitting. Because Products are produced in bulk to order, changes after production begins may not be possible; contact us as soon as possible if you need to make a change. We are not responsible for delivery issues caused by incorrect or incomplete information the Client provided.

We may place an order on hold for issues such as artwork/print file problems, security concerns, or address verification. If placed on hold, the Client will have 30 days to resolve the issue; if unresolved (and not cancelled) within that window, we'll cancel the order. If cancelled, we'll issue a refund only for the portion of work that had not yet started.

7.2 Payment terms. Bulk orders may require a deposit before production begins, with the balance due before shipment, or may be invoiced under payment terms agreed in writing (for example, net-30) for qualifying Clients — the applicable terms will be confirmed at the time of quote or order. Where a Client pays by card or other on-file payment method, the Client represents that any billing information provided is accurate and complete and that charges will be honored by its financial institution or payment provider. If a payment method is used without authorization, the responsible party is liable and will reimburse Merchconnect for resulting damages. Payment information may be stored and processed by third-party, PCI DSS–compliant providers.

Fees are charged at the rate quoted or in effect when the order is placed; we may change our standard fees at any time, effective once posted or communicated. We may refuse to process any transaction, or suspend one already in progress, at our sole discretion, without liability to you.

If a Client makes a return that doesn't comply with our Return Policy, the Client will reimburse Merchconnect for resulting fulfillment costs and any chargeback handling fees (up to $15 USD per chargeback).

Prices are shown in the currency options available on the Site or quote. Full payment — including taxes and delivery — must be made according to the agreed terms before an order ships (or, for invoiced accounts, within the agreed payment period).

7.3 Minimum quantities and lead times. Many Products are subject to minimum order quantities and production lead times, which will be disclosed at the time of quote or order. Rush production, where available, may carry additional fees.

7.4 Taxes.Except where noted below, the Client is responsible for determining, charging, and remitting all applicable taxes and duties associated with its Products (such as sales tax, VAT, or GST) to the relevant tax authority. In some jurisdictions, Merchconnect may collect and remit applicable taxes on the Client's behalf. Where required, the Client must provide a valid exemption certificate (such as a resale certificate, VAT ID, or ABN).

Once an order is confirmed and production has begun, it may not be possible to edit or cancel it; check with your account contact about what changes remain possible. We aren't obligated to make changes but will try to help on a case-by-case basis.

Bulk orders may ship as a single consolidated shipment to one address, or split across multiple destinations specified by the Client (for example, direct-to-employee or direct-to-event shipping); split shipments may carry additional delivery charges. Risk of loss and title to Products pass to the Client upon our delivery to the carrier (for Clients or Recipients in the EEA and UK, risk and title pass when the designated recipient takes physical possession). If carrier tracking shows a shipment was delivered, any claim for a lost shipment is the Client's responsibility to pursue with the carrier; we will not refund or reproduce Products in that case. If tracking shows a shipment was lost in transit, the Client may file a written claim for replacement or account credit under our Return Policy, no later than 30 days after the estimated delivery date. All claims are subject to our investigation and sole discretion.

We provide delivery estimates but do not guarantee delivery dates, and bulk production lead times mean estimates may be longer than typical parcel shipping. Some orders ship in multiple shipments or from multiple facilities. Delivery costs are additional to the Product price, disclosed at quote or checkout, and may vary by destination, quantity, or Product type; remote or hard-to-reach addresses may incur added charges. If you have a shipping issue, contact us within 30 days of delivery or the estimated delivery date — in some cases, you may need to contact the carrier directly. Title to Products passes to the Client only once we've received full payment (including delivery and taxes, per the agreed payment terms) and delivered the Products to the carrier.

We aim to represent each Product accurately through photography and descriptions, but we can't guarantee that colors, details, or sizes shown on the Site or in a quote are exact. We continuously improve our Products and reserve the right to change specifications, pricing, packaging, or associated Services at any time without prior notice — please review the Product description and any pre-production proof before approving a bulk order.

Products damaged during manufacturing will not knowingly be shipped to you; we may instead donate them to charity, and the Client waives any right to royalties or fees on donated items bearing its Content.

If a component of a Client's order (for example, a specific blank garment color or size) becomes unavailable and the Client hasn't opted out of substitutions, we may substitute the closest reasonable available alternative to avoid delaying the full order, and will notify the Client of the change. If no reasonable alternative exists, the Client may choose to wait for restock or adjust the order. If a substitute costs more, we charge only the originally quoted price; if it costs less, we refund or credit the difference.

10.1 Limited Warranty on Products.We warrant that, at the time of delivery, a Product will not be materially defective or damaged (the "Limited Warranty"). For bulk orders, this warranty applies on a per-unit basis within the shipment — for example, if a defined percentage of units in a shipment are defective or damaged, those units are covered even if the balance of the order is not.

This Limited Warranty is available only to Clients that ordered directly through Merchconnect, and terminates if the affected units are resold or transferred outside the Client's organization. It does not cover damage or defects caused by: mishandling (including in shipping) after delivery to the carrier; improper use, decoration, or storage after delivery; failure to follow care instructions; unauthorized modification or repair; external causes (accidents, fire, flood, acts of God, and similar); or costs unrelated to the defect itself. It also does not cover minor color or detail variances inherent to bulk production processes (for example, dye-lot variation).

The Warranty Period is 30 days from delivery (some jurisdictions may entitle the Client to a longer period). If units are materially defective, damaged, or simply incorrect, we will, at our discretion, either replace the affected units free of charge or refund/credit the price paid for them (including any related shipping), provided the Client submits a claim within the Warranty Period. Claim procedures, required documentation, and processing timelines are set out in our Return Policy, which is incorporated into this Agreement by reference.

These remedies are the Client's sole and exclusive remedy for a breach of this Limited Warranty, and our total liability will not exceed the amount we received for the affected units. We disclaim liability for lost profits, diminution in value, or consequential, incidental, indirect, special, exemplary, or punitive damages related to Products, to the fullest extent permitted by law. Some jurisdictions don't allow these limitations, so they may not apply to you. This Limited Warranty gives you specific legal rights, and you may have others that vary by jurisdiction.

10.2 General disclaimer for Services.We provide the Services "as is," with all faults, and — except for the Product warranties above — disclaim all other warranties, express or implied, including non-infringement, merchantability, and fitness for a particular purpose, to the fullest extent the law allows. We don't guarantee that the Services will always be secure, available, error-free, or virus-free, or that results will meet your expectations. You use the Services at your own risk. Some jurisdictions don't allow these limitations, so they may not apply to you.

10.3 Third-party services and links.Our Site may link to third-party services (such as social media) we don't control; you use them at your own risk and under their own terms, and we're not liable for your use of them.

10.4 Consumer-protection rights (limited applicability).Certain jurisdictions grant additional "lack of conformity" or other mandatory rights to individual consumers — for example, a right to free replacement, repair, price reduction, or refund for non-conforming goods. Because Merchconnect's Services are provided to business Clients ordering in the course of business, these consumer-specific protections generally will not apply to a Client's orders.

By using the Site, you agree to act lawfully and respectfully. You are responsible for:

• Providing accurate, current information when creating an account, placing an order, or contacting us;

• Keeping your account credentials confidential and preventing unauthorized access;

• Using the Site lawfully, without harming, disrupting, or misusing it or other users' experience.

Prohibited conduct includes, without limitation:

• Posting unlawful, defamatory, obscene, infringing, or otherwise inappropriate content;

• Attempting unauthorized access to the Site, its systems, or other accounts' data;

• Engaging in fraud, including payment fraud or impersonation.

We may suspend or terminate access for violations, without notice.

This Agreement, and any dispute or claim arising from it (including non-contractual disputes), is governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules — regardless of where the Client or Authorized User is located — except that if the Client is based in the EEA, Switzerland, or the UK, the laws of the Republic of Latvia apply instead. This does not affect any mandatory rights a Client may have under the law of its country of residence if the Client is in the EEA or Switzerland.

Clients in the EU and UK may also contact their national consumer or trade dispute center or use the European Commission's online dispute resolution platform, to the extent applicable to a business dispute.

Except as described below, any dispute involving the Services will be resolved through individual arbitration, not court or a class action. By using the Services, you and your Client waive any right to a jury trial or to participate in a class action.

"Disputes" means all disputes and claims arising from or relating to this Agreement (including non-contractual ones), excluding: claims under the Limited Warranty, and claims brought by Clients based in the EEA, Switzerland, or the UK against Merchconnect in the courts of the EEA or of England and Wales.

Disputes will be finally settled by binding arbitration in English, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect (available from the AAA or by calling 1-800-778-7879), which are incorporated by reference. The Federal Arbitration Act applies. A sole arbitrator will conduct the arbitration unless the parties agree otherwise. Hearings will take place in Charlotte, North Carolina, except that a Client's hearings will take place in its county of residence. Any court with jurisdiction may enter and enforce judgment on the arbitration award.

Arbitration will proceed on an individual basis only — no class arbitration, class action, or consolidated proceeding — unless both parties consent.

To the fullest extent the law allows, you and Merchconnect knowingly, voluntarily, and irrevocably waive all rights to a jury trial of any Dispute, and to participate in a class action, class arbitration, or other joint dispute resolution. This waiver is a material inducement to entering this Agreement.

Notwithstanding the above: (a) a Client may bring an individual, non-class claim in small claims court instead, if it gives us written notice before filing for arbitration and the claim qualifies and stays in that court on an individual basis; and (b) either party may seek injunctive or other equitable relief in a court of proper jurisdiction pending the arbitrator's final decision.

The Client and Merchconnect will each bear 50% of AAA and arbitrator fees, except as the applicable AAA rules otherwise provide. The arbitrator may award fees, expenses, and reasonable attorneys' fees to the prevailing party consistent with those rules.

No agency. Using the Services does not make you or your Client an agent, partner, or employee of Merchconnect, and this Agreement creates no partnership, joint venture, or franchise relationship.

Force majeure. We are not liable or in breach of this Agreement for any failure or delay caused by events beyond our reasonable control — including fire, flood, earthquake, government action, war, national emergency, explosion, terrorism, civil unrest, epidemic, labor disputes, supply delays, telecommunications failure, or power outages.

Customer/Recipient data authorization.The Client represents that it has all necessary permissions to share its Recipients' personal data (such as individual shipping addresses) with us for purposes of this Agreement. To provide support, Merchconnect may access a Client's account as described in our Privacy Policy.

Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be struck and the rest of the Agreement remains in effect.

Assignment.We may assign this Agreement at our sole discretion upon notice to you; if the Client is based in the EEA or UK and an assignment would reduce the Client's guarantees under this Agreement, we'll ask the Client's permission first. We may also engage third-party manufacturers to perform Services on our behalf.

No waiver.Our failure to act on a breach does not waive our right to act on future or similar breaches, and we don't guarantee we'll pursue every breach of this Agreement.

Headings.Section headings are for reference only and don't limit the scope of any section.

Merchconnect Studios, Inc.

1724 Holbrook St Greensboro, NC 27403

support@merchconnect.com