Terms and Conditions

These Standard Terms and Conditions of Sale (“Terms”) govern all sales of Products and provisions of Services by Monday Merch Inc., a Delaware corporation (“Monday Merch”, “Seller”, “we”, “us”, or “our”) to the entrepreneur or company identified in an applicable Order (“Client”, “Buyer”, “you” or “your”).

These Terms, together with any order form, statement of work, quotation, proposal, or similar document issued by Monday Merch that references these Terms (each, an “Order”(, and any schedules, annexes, and attachments or contracts, constitute the entire and exclusive agreement between Monday Merch and Client with respect to the sale of Products and provisions of Services.

By submitting a purchase order, approving a quotation, using and online store operated by Monday Merch, clicking “accept”, or otherwise ordering Products or Services, Client agrees to be bound by these Terms.

1. Applicability: Order of Precedence; Battle of the Forms

1.1 Business Customers Only

Monday Merch supplier Products and Services exclusively to business customers (B2B). Client represents that it is acquiring Products and Services for business, commercial, or institutional purposes only and not as a consumer.

1.2 Entire Agreement; Conflicting Terms

The Agreement is the entire and exclusive agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous proposals, quotations, understandings, and communications, whether oral or written. Any terms or conditions contained in Client’s purchase order, procurement portal, or other documentation that are in addition to or inconsistent with these Terms are objected to and rejected, and shall be null and void, even if Monday Merch does not expressly reject them in writing or starts performance.

1.3 Order of Precedence

In the event of a conflict or inconsistency among documents forming part of the Agreement, the following order of precedence shall apply:

1. A separately negotiated and fully executed master or framework agreement (if any) between Monday Merch and Client, which expressly governs the sale of Products and Services

2. The Order (including any Statement of Work or schedule attached thereto);

3. These Terms

4. Any other document referenced or incorporated by reference.

If a master/ framework agreement exists and expressly covers the same subject matter, its terms shall prevail in case of conflict with these Terms.

1.4 Acceptance

Client’s acceptance of these Terms shall be deemed to occur upon the earliest of: (a) signing or electronically accepting an Order that references these Terms; (b) submitting a purchase order in response to a Monday Merch quote; (c) accessing or using a Monday Merch online store; or (d) accepting delivery or making use of any Product or Services.

1.5 Electronic Signatures

Client agrees that electronic signatures, click-through acceptance, online ordering, electronic records, and digital communications constitute valid and binding agreements under applicable electronic transactions laws (including ESIGN and UETA).

2. Definitions

For the purposes of these Terms, the following capitalized terms have the meanings set forth below:

2.1 “Deliverables” means any tangible or intangible deliverables expressly identified in an Order or Statement of Work to be delivered by Monday Merch, including but not limited to artwork, mock-ups, content, documents, or digital assets.

2.2 “Delivery Date” means the date or dates specified in the applicable Order by which Monday Merch is scheduled to deliver the Products, Deliverables, or complete Services, as may be adjusted in accordance with these Terms.

2.3 “Harmful Code” means any code, software, or routine designed or intended to (a) disrupt, disable, harm, or otherwise impede in any manner the operations of any software, hardware, network, or data (e.g., viruses, worms, time bombs, trojan horses); or (b) permit unauthorized access to, or destruction or alteration of, software, hardware, network, or data.

2.4 “Intellectual Property Rights” means any and all current and future worldwide rights in patents, utility models, designs, copyrights, mask works, trade secrets, know-how, trademarks, service marks, trade names, moral rights, database rights, and all applications, registrations, renewals, extensions, continuations, divisions, or reissues thereof, and all similar or equivalent rights.

2.5 “Preexisting Materials” means any Intellectual Property Rights, materials, tools, templates, software, processes, and information developed or owned by a party or its licensors before the effective date of the Agreement or independently of the Agreement.

2.6 “Products” means the tangible, physical goods, merchandise, apparel, or other items identified in an Order that Monday Merch is to supply to Client.

2.7 “Services” means services to be performed by Monday Merch for Client as described in an Order or Statement of Work, including without limitation design services, store setup, warehousing, fulfillment, pick and pack, and associated support.

2.8 “Statement of Work” or “SOW” means a document that forms part of an Order and sets forth additional details regarding the scope, specifications, and timelines for Products, Deliverables, or Services.

2.9 “Subcontractor” means any third party engaged by Monday Merch to perform any portion of the Work.

2.10 “Client Materials” means any specifications, instructions, designs, logos, artwork, trademarks, content, data, and other materials provided or made available by or on behalf of Client.

2.11 “Third-Party Intellectual Property” means Intellectual Property Rights owned by a third party that Monday Merch uses or incorporates into the Work.

2.12 “Work” means, collectively, the Products, Deliverables, and Services provided by Monday Merch to Client under an Order.

3. Order, Changes, and Forecasts

3.1 Placing Orders

Client may order Products and Services through Monday Merch quotes, online portals, or other ordering methods accepted by Monday Merch. No order is binding on Monday Merch unless and until Monday Merch issues an Order confirmation, commenced productions, or otherwise indicates acceptance.

3.2 Changes Requested by Client.

1. Client may request changes to the scope, specifications, quantities, or Delivery Dates (each a “Change”) by written notice.

2. Monday Merch will evaluate the requested Change and may, in its discretion, issue a Change Proposal reflecting any necessary equitable adjustment to price, timelines, and other terms.

3. Monday Merch shall have no obligations to implement a Change until the parties agree in writing email sufficient) to the related adjustments.

3.3 Constructive Changes.

If Monday Merch believes that actions or omissions by Client (including delayed approvals, incomplete data, or additional requirements) constitute a Change that affects the costs or time for performance, Monday Merch will notify Client and propose an equitable adjustment. Client shall not unreasonably withhold or delay approval of such adjustment.

3.4 No Cancellation after Order confirmation

Once an Order is accepted by Monday Merch, it is firm and binding and may not be cancelled by the Client. Monday Merch immediately begins production and purchasing of materials. As a result, Orders become irrevocable and may not be cancelled by the Client.

Any attempted cancellation shall be treated as a termination under Section 18.5, and the Client shall remain responsible for all related costs, including work in progress, materials, non-cancellable commitments, and applicable cancellation charges.

3.5 Forecasts.

Any forecasts provided by Client are for planning only and do not constitute binding orders unless explicitly agreed otherwise.

4. Prices, Taxes, and Payment

4.1 Prices

Unless otherwise stated in the Order, prices are quoted in USD and apply only to the specific quantities and specifications defined in the Order. Prices exclude all taxes, duties, shipping, and additional charges, unless expressly stated.

4.2 Taxes and Duties

Client is responsible for all applicable sales, use, excise, value-added, and similar taxes, as well as customs, duties, and other governmental charges, except for taxes based on Monday Merch’s net income.

4.3 Payment Terms

1. Standard Terms

Unless otherwise stated in the Order, payment is due within 14 days of receipt of invoice.

2. Credit Terms

Any extended payment terms (more than 14 days) are subject to Monday Merch;s prior written approval and ongoing credit assessment.

3. Recurring Billing

For subscription-based services (store management, software fees, or recurring warehousing), Client authorizes Monday Merch or its payment processor to charge Client’s designated payment method automatically, at the billing interval specified in the Order, until termination in accordance with these Terms.

4. Payment Surcharges

Monday Merch reserves the right to apply a surcharge of three and one-half percent (3.5%) on all payments made via credit card, to the extent permitted by applicable state law. If a surcharge is not permitted in Client’s jurisdiction, Monday Merch reserves the right to decline credit card payments for amounts exceeding $5,000 USD.

4.4 Invoices

Invoices will reference the applicable Order and identify Products and/ or Services provided. Client shall promptly notify Monday Merch of any disputed invoice amounts within fifteen (15) days of receipt, specifying the basis for the dispute. Client shall pay all undisputed amounts when due.

4.5 Late Payments

Any undisputed amount not paid when due will accrue interest at the rate of 1.5% per months, or the maximum rate permitted by applicable law, whichever is lower. Monday Merch may suspend performance or withhold shipment until all overdue amounts (including interest) are paid.

4.6 No set-off

Client shall not set off, deduct, or withhold any amounts owed under the Agreement against any amounts allegedly owed by Monday Merch, without Monday Merch’s express prior written consent.

4.7 No Chargebacks

Client shall not initiate any credit card or bank chargeback for amounts properly owed. Any improper chargeback shall constitute a material breach, and Client shall reimburse Monday Merch for all fees, penalties, and costs incurred as a result.

4.8 Samples

If Client requests product samples or prototypes ("Samples"), such Samples will be invoiced at Monday Merch’s standard list prices plus applicable shipping costs. If Client subsequently places a bulk Order for the same Products within thirty (30) days of receiving the Samples, Monday Merch may, at its sole discretion, credit the cost of the Samples (excluding shipping) against the final Order invoice.

5. Delivery, Packaging, and Risk of Loss

5.1 Delivery Terms

Unless otherwise specified in the applicable Order, Products are sold on a Delivered At Place (DAP, Incoterms® 2020) basis to the delivery address specified in the Order (the “Delivery Location”).

5.2 Delivery Dates

Delivery Dates are estimates only. Monday Merch will use commercially reasonable efforts to meet the specified dates, but shall not be liable for any costs or damages resulting from delays, subject to Section 17 (Force Majeure).

1. Priority Lane

Client may elect to purchase Priority Lane production. Priority Lane adds a ten percent (10%) surcharge to the product price and prioritizes the Client’s order in the production queue. Priority Lane affects production priority only and does not modify or guarantee shipping speed, customs clearance times, or the performance of carriers or third parties.

2. Delivery Guarantee

If the Client purchases Priority Lane and Monday Merch fails to meet the Priority Lane delivery date confirmed in writing for reasons solely attributable to Monday Merch, the Client shall be entitled to a service credit, for the next order with Monday Merch, equal to twenty-five percent (25%) of the product value of the affected Priority Lane order. This service credit applies exclusively to Priority Lane orders and constitutes the Client’s sole and exclusive remedy for delays in connection with Priority Lane, except where otherwise required by applicable law.

5.3 Packaging

Monday Merch will package Products in accordance with standard commercial practices suitable for normal transportations and storage. Any special packaging, labeling, or handling requirements requested by Client must be agreed in writing and may result in additional charges.

5.4 Risk of Loss

Risk of loss or damage to the Products transfers to Client only when the Products are placed at Client’s disposal at the Delivery Location, ready for unloading. Title to the Products (excluding Monday Merch’s Intellectual Property Rights embodied therein) shall pass to Client upon Monday Merch’s receipt of full payment for the applicable Products. Until such payment is received, Monday Merch retains title and may exercise any rights available under applicable law in the event of non-payment, including reclaiming or redirecting the Products in transit where legally permissible.

5.5 Shipping and Insurance

Monday Merch shall not be obligated to obtain cargo insurance unless expressly agreed in the applicable Order; however, Monday Merch may, at its discretion, insure the Products during carriage at Monday Merch’s cost and recover such cost through Product pricing.
Client is responsible for:

1. import clearance at destination, including the payment of all customs duties, taxes, and other official charges; and

2. all costs and risks associated with unloading the Products at the Delivery Location.

5.6 Storage and Abandonment.

1. Free Storage Period

Monday Merch may store finished Products free of charge for up to fourteen (14) days following notification of readiness for delivery. Thereafter, standard warehousing fees shall apply as set forth in the Order or Monday Merch’s current rate card.

2. Abandonment

If Client fails to accept delivery, pay applicable storage fees, or provide shipping instructions for a period of twelve (12) months, the Products shall be deemed abandoned. Monday Merch may, upon thirty (30) days’ written notice, dispose of, destroy, or liquidate the abandoned Products without liability to Client, and apply any proceeds to outstanding storage fees and administrative costs.

6. Inspections, Acceptance, and Nonconforming Goods

6.1 Inspections Periods

Client shall carefully inspect all Products and Deliverables and promptly test Services upon delivery or completion. Client shall notify Monday Merch in writing of any claim that the Work is nonconforming within five (5) business days of delivery or completion (the “Inspection Period”).

6.2 Nonconformity

Any notice of nonconformity must provide reasonable detail, including order number, item identification, and photographic or documentary evidence.

6.3 Remedies

If Monday Merch verifies a nonconformity attributable to Monday Merch, Monday Merch shall, at its sole option and as Client’s exclusive remedies:

1. Repair or rework the nonconfirming Work;

2. Replace the nonconforming Work; or

3. Issue a credit or refund for the nonconforming portion of the Work

6.4 Deemed Acceptance

If Client fails to provide written notice of nonconformity within the Inspection Period, the Work shall be deemed accepted. Payment by Client prior to the expiration of the Inspection Period shall not, by itself, constitute acceptance.

6.5 Return of Products

No Products may be returned without Monday Merch’s prior written authorization and return instructions. Unauthorized returns may be refused and will be at Client’s risk and expense.

6.6 Custom and B2B Nature

Client acknowledges that the Products are customized B2B merchandise and, except as expressly provided in these Terms, all sales are final and non-returnable.

7. Intellectual Property; Ownership; Licenses

7.1 Client Materials

Client represents and warrants that it has all necessary rights to use and license the Client Materials and that the Client Materials do not infringe any third-party rights, violate law, or contain Harmful Code.

7.2 License to Monday Merch

Client grants Monday Merch a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and modify Client Materials solely as necessary to perform the Agreement and produce the Work.

7.3 Monday Merch Preexisting Materials and IP

Monday Merch and/or its licensors retain all right, title, and interest in and to:

1. all Preexisting Materials of Monday Merch, whether created prior to or independently of any Order;

2. all production methods, manufacturing processes, printing techniques, fulfillment workflows, standard operating procedures, formulas, technical configurations, settings, specifications, documentation, templates, artwork guidelines, print files, mockup files, design frameworks, and any other tools or materials used by Monday Merch to perform the Services;

3. all software, platform technology, APIs, integrations, features, interfaces, databases, data structures, algorithms, automations, scripts, code, and any related intellectual property, whether proprietary to Monday Merch or licensed from a third party;

4. all general know-how, concepts, ideas, skills, experience, technical knowledge, methods, and techniques possessed, developed, refined, or learned by Monday Merch in the course of providing or preparing to provide any Services, including improvements or enhancements thereto;

5. all operational data, including but not limited to performance data, print profiles, color profiles, product data, production data, supply chain data, processing logic, and aggregated or anonymized analytics generated or derived from providing the Services; and

6. any and all derivatives, enhancements, modifications, adaptations, evolutions, or improvements to the foregoing, whether developed independently by Monday Merch or arising out of or in connection with work performed for Client.

Except for the limited license expressly granted to Client to use Deliverables as set forth in these Terms, no rights, title, or interest of any kind in or to Monday Merch’s intellectual property or materials are transferred, assigned, or licensed to Client, whether by implication, estoppel, or otherwise.

7.4 Deliverables and Design Services

Unless otherwise expressly stated in an Order or SOW:

1. Monday Merch retains all right, title, and interest in and to all Intellectual Property Rights in any designs, artworks, creative concepts, mockups, renderings, drafts, templates, and other Deliverables created by Monday Merch, whether presented to Client or not.

2. Upon Monday Merch’s receipt of full payment of all applicable fees, Client is granted a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to use the final approved Deliverables solely (i) in connection with Products purchased from Monday Merch; and (ii) for Client’s internal marketing or promotional purposes.

3. Client may not modify, recreate, adapt, reproduce, distribute, publicly display, or use any Deliverables with third-party manufacturers or service providers without Monday Merch’s prior written consent.

4. Any broader transfer, assignment, or “buy-out” of rights must be agreed in writing and may be subject to additional fees, including charges for source files and underlying creative assets.

7.5 Third-Party Intellectual Property

To the extent the Work incorporates Third-Party Intellectual Property, Client’s rights to such Third-Party Intellectual Property shall be limited to the rights Monday Merch is authorized to sub-license and subject to any applicable third-party terms.

7.6 Reverse Engineering

Client shall not copy, modify, decompile, or reverse engineer any software, templates, print files, or proprietary processes used by Monday Merch.

7.7 Portfolio Use

Monday Merch may display non-confidential images of the Work (e.g., photographs of products) in portfolios, websites, and marketing materials, provided Client’s name or logo is not used in a misleading way.

7.8 Protection of Identification Marks

Client shall not remove, alter, obscure, or deface any trademarks, trade names, logos, copyright notices, or other proprietary identification marks affixed to or contained within the Products or packaging, unless expressly authorized in writing by Monday Merch (e.g., for white-label Orders).

8. Design, Print on Demand, and User Generated Content

8.1 Print on Demand and Production Variations

Client acknowledges that print-on-demand and apparel manufacturing may involve reasonable variations in color, placement, texture, and sizing. Such variations, within industry-standard tolerances, shall not constitute defects or nonconformities.

8.2 Production Files

All production files, color profiles, screens, embroidery programs, print settings, and related tooling remain the sole property of Monday Merch and are not deliverables under the Agreement unless explicitly agreed.

8.3 Right to Decline Content

Monday Merch may refuse to produce any design or content that it reasonably believes:

1. Is unlawful, defamatory, or harmful;

2. Infringes third-party rights;

3. Contains hate speech or discriminatory content; or

4. Is inconsistent with Monday Merch’s policies or brand standards

8.4 User Generated Content

To the extent Client’s employees, customers, or other authorized users upload designs or content to a Monday Merch platform:

1. Client remains solely responsible for such content;

2. Monday Merch has no obligation to monitor, review, or police such content;

3. Client shall defend and indemnify Monday Merch from claims arising from such content, including alleged IP infringement, privacy violations, or defamation.

8.5 DMCA and Takedowns

Monday Merch may implement a DMCA or similar takedown policy and may remove or disable access to content in response to a claim, without liability to Client.

9. Third-Party’s and Platforms and Harmful Code

9.1 Third-Party Integrations

Monday Merch may integrate or interoperate with third-party platforms (e.g., ecommerce platforms, payment gateways, logistics systems). Such platforms are operated by third parties and not under Monday Merch’s control.

9.2 Disclaimer for Third-Party Services

Monday Merch is not liable for unavailability, errors, downtime, or data loss caused by third-party services, nor for changes in their features, pricing, or terms.

9.3 Harmful Code

Monday Merch will not knowingly introduce Harmful Code into any Monday Merch-controlled software or platform used to provide the Services. Client is responsible for implementing appropriate cybersecurity and backup measures within Client’s own systems.

9.4 No Third-Party Beneficiaries

These Terms create no rights for any third party unless expressly stated.

10. Warranties and Disclaimers

10.1 Limited Warranty for Products

Monday Merch warrants that, at the time of delivery, Products will materially conform to the specifications set forth in the applicable Order and will be free from material defects in materials and workmanship, subject to reasonable manufacturing tolerances and Section 8.1.

10.2 Limited Warranty for Services

Monday Merch warrants that Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.

10.3 Exclusions

The foregoing warranties do not apply to nonconformities or defects resulting from:

1. Misuse, abuse, neglect, or improper care

2. Modification or alteration by anyone other than Monday Merch;

3. Storage or handling contrary to Monday Merch’s instructions; or

4. Normal wear and tear

10.4 Remedy

Client’s sole and exclusive remedy for breach of the warranties in this Section 10 shall be the repair, replacement, or credit remedies described in Section 6.3.

10.5 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THESE TERMS, MONDAY MERCH MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Product Safety, Compliance, and Recall

11.1 Client’s Responsibility for Specifications

Client is responsible for specifying any particular legal, regulatory, or industry requirements that the Products must meet (e.g., special labeling, age-grading, or territory-specific rules). Monday Merch relies on Client’s instructions and commences Work on that basis.

11.2 Compliance Efforts

Monday Merch will use commercially reasonable efforts to procure Products that align with the agreed specifications and Client’s stated requirements, but Monday Merch does not act as Client’s regulatory counsel or compliance consultant.

11.3 Recalls and Corrective Actions

1. If Products are or may be subject to a recall, field action, or safety notice (“Recall”), the parties will promptly consult in good faith regarding required actions.

2. Where the Recall results primarily from Client Materials, Client instructions, or Client’s misuse of Products, Client shall bear the costs of the Recall.

3. Where the Recall results primarily from a manufacturing defect attributable solely to Monday Merch, Monday Merch will bear reasonable direct costs of the Recall, capped at the invoiced value of the affected Products.

4. Neither party may issue a Recall in the other party’s name without prior written consent, except to the limited extent required by applicable law.

12. Indemnification

12.1 Indemnification by Client

Client shall defend, indemnify, and hold harmless Monday Merch, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, suits, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

1. Client Materials or any designs, content, data, instructions, or specifications provided by or on behalf of Client (including user-generated content);

2. Client’s misuse, alteration, or unauthorized resale or distribution of Products or Deliverables;

3. Client’s violation of any applicable law, regulation, or industry standard (including Proposition 65, state privacy laws, and automatic renewal laws);

4. claims that Products manufactured in accordance with Client’s specifications fail to comply with product safety, labeling, environmental, or consumer protection laws;

5. any product recall to the extent arising from Client Materials or Client-directed specifications;

6. any downstream claims arising from Client’s resale or distribution of Products; or

7. Client’s breach of these Terms or any Order.

This indemnity includes claims brought by third parties, regulators, consumers, end users, or Client’s customers.

12.2 Indemnification by Monday Merch

To the extent expressly stated in an Order, Monday Merch shall defend Client against third-party claims alleging that the Deliverables (excluding any Client Materials or third-party materials) infringe a U.S. patent, copyright, or trademark, and shall pay any final judgments or settlements approved by Monday Merch, subject always to the limitations of liability in Section 14. Monday Merch shall have no indemnity obligation for claims arising from:

1. Client Materials;

2. modifications not made by Monday Merch;

3. combination or use with products, content, data, or services not supplied by Monday Merch;

4. compliance with Client’s specifications or instructions; or

5. open-source or third-party software.

If such a claim arises, Monday Merch may, at its option, procure a license, replace or modify the Deliverables, or refund the applicable fees.

12.3 Conditions

The indemnified party must promptly notify the indemnifying party in writing of any claim, grant the indemnifying party sole control over defense and settlement, if required by that party, and reasonably cooperate (at the indemnifying party’s expense), failing which indemnification may be reduced to the extent of prejudice.

13. Insurance

13.1 Monday Merch Insurance

Monday Merch maintains insurance coverages customary for a company of its size and industry, including general liability and product liability insurance.

13.2 Client Insurance

Client is responsible for maintaining insurance appropriate for its operations, including any necessary coverage for resale of Products, third-party claims, and its own employees and premises.

13.3 Insurance Disclaimer

Client acknowledges that Monday Merch’s insurance policies are maintained for its own benefit. No Client shall be an additional insured or third-party beneficiary under any such policies, and the availability or limits of any such insurance shall not modify or reduce Client’s indemnification obligations or Monday Merch’s liability limitations under these Terms.

14. Limitation of Liability

14.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MONDAY MERCH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO MONDAY MERCH UNDER THE APPLICABLE ORDER GIVING RISE TO THE CLAIM.

14.2 Exclusion of Consequential Damages

IN NO EVENT SHALL MONDAY MERCH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Basis of the Bargain

The limitations in this Section 14 are fundamental elements of the bargain between the parties and reflect the allocation of risk and pricing agreed upon.

15. Confidentiality

15.1 Confidential Information

In connection with the Agreement, each party may receive non-public information from the other marked or reasonably understood as confidential (“Confidential Information”). The receiving party shall use Confidential Information only for purposes of the Agreement and shall not disclose it to any third party except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations at least as protective.

15.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) is received from a third party without breach of any duty; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is approved for release in writing.

15.3 Legal Disclosure

A receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it (where legally permissible) gives the disclosing party prompt notice and cooperates with any reasonable efforts to limit or protect such disclosure.

16. Compliance with Laws; Audit Rights; California; Anti-Bribery; Trade Controls

16.1 Compliance

Each party shall comply with all applicable laws and regulations in connection with its performance under the Agreement, including (where applicable) export controls, sanctions, consumer protection (for Client’s onward sales), labor, and environmental laws.

16.2 Audit Rights

Monday Merch may audit Client’s compliance with these Terms, including use of online platforms, APIs, and designs, upon reasonable notice.

16.3 Anti-Bribery

Client shall not, and shall ensure its owners, officers, employees, and agents do not, offer, pay, promise, or authorize any improper payment or advantage in violation of applicable anti-corruption or anti-bribery laws. 

16.4 Export and Sanctions

Client shall not export, re-export, or otherwise transfer Products or Deliverables in breach of applicable export control or sanctions laws. Client shall not request Monday Merch to deliver to any restricted party or prohibited destination.

17. Force Majeure

17.1 Monday Merch shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, epidemics or pandemics, labor disputes, governmental actions, sanctions, supply chain interruptions, material shortages, carrier or transportation delays, power outages, or failures of third-party manufacturers, printers, suppliers, carriers, platforms, or internet services.

17.2 Monday Merch’s performance shall be suspended during the Force Majeure event and the applicable deadlines extended for the duration of the event and a reasonable recovery period. Monday Merch will notify Client as soon as practicable.

17.3 Monday Merch shall not be liable for any damages arising from such delays. If the event continues for more than 60 days, either party may terminate the affected Order upon written notice, provided Client pays for all work performed or in production. A Force Majeure event affecting Monday Merch’s subcontractors or carriers shall be deemed to affect Monday Merch.

18. Term, Suspension, and Termination

18.1 Term

These Terms apply to each Order from the date of acceptance until all obligations under the Order are fulfilled, unless earlier terminated as provided herein.

18.2 Suspension

Monday Merch may suspend performance, withhold shipment, or suspend access to any Services (including online platforms and subscription features) if:

1. Client fails to pay any undisputed amount when due;

2. Monday Merch reasonably believes Client’s financial condition or conduct presents a credit risk; or

3. Client breaches any material obligation under these Terms.

Suspension shall not relieve Client of its payment obligations.

18.3 Termination for Convenience

Either party may terminate ongoing subscription-type Services with thirty (30) days’ prior written notice, unless the applicable Order specifies a longer commitment or fixed subscription term. Termination of subscription Services does not affect any Product Order already accepted by Monday Merch.

18.4 Termination for Cause

Either party may terminate an Order or the Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice describing the breach. Monday Merch may terminate immediately for:

1. Non-payment;

2. insolvency, bankruptcy, or cessation of business; or

3. unauthorized use of Monday Merch’s IP, platform, or Materials.

18.5 Effect of Termination

Upon any termination (whether for convenience or for cause), Client shall pay Monday Merch:

1. the price for all Products already delivered;

2. the cost of all Work in progress that cannot reasonably be cancelled;

3. all non-cancellable commitments, including materials, components, and supplier charges incurred in reliance on the Order; and

4. a cancellation fee equal to fifty-five percent (55%) of the remaining Order value for any custom or made-to-order Products not yet completed, intended to cover production planning, allocation of capacity, and administrative costs.

The cancellation fee does not apply to subscription-only Services unless expressly stated. Title to any partially completed Work for which Client has paid shall transfer to Client as-is, and Monday Merch shall have no further obligation to complete or deliver such Work unless mutually agreed in writing.

18.6 Survival

Any provision that by its nature should survive (including payment obligations, IP rights, confidentiality, licenses, indemnification, and limitation of liability, governing law, jurisdiction, and dispute resolution) shall survive termination or expiration of the Agreement.

19. Assignment and Subcontracting

19.1 Client Assignment

Client may not assign or transfer any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without Monday Merch’s prior written consent. Any attempted assignment in violation of this Section is null and void.

19.2 Monday Merch Assignment

Monday Merch may assign or transfer the Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, without Client’s consent.

19.3 Subcontracting

Monday Merch may use Subcontractors to perform any portion of the Work. Monday Merch remains responsible for the performance of its Subcontractors as if performed by Monday Merch itself.

20. Governing Law; Mediation; Jurisdiction; Waiver of CISG and Jury Trial

20.1 Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without reference to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

20.2 Mediation

1. Before initiating litigation, a party shall provide written notice of the dispute and the parties shall meet by senior executives with settlement authority within 10 days to attempt resolution.

2.  If the dispute is not resolved within 20 days of the notice, the parties shall participate in a mediation administered by the JAMS within 40 days of the notice. Each party shall submit a brief mediation statement and exchange all non-privileged documents reasonably necessary to evaluate the dispute at least 7 days before the mediation.

3. A party that fails to comply with this Section shall bear all mediation fees and waive any claim for attorney’s fees in subsequent litigation.

4. If the dispute is not resolved within 10 days following mediation, either party may proceed with litigation in accordance with the next sub clause.

20.3 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery, or, if that court lacks subject-matter jurisdiction, the Delaware Superior Court (Complex Commercial Litigation Division), in any action arising out of or relating to the Agreement.

20.4 Waiver of Jury Trial

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

21. Notices

21.1 Form and Delivery

All notices under the Agreement shall be in writing and delivered by (a) personal delivery, (b) recognized overnight courier, (c) certified or registered mail (return receipt requested), or (d) email with confirmation of transmission, to the addresses specified in the applicable Order or otherwise designated in writing.

21.2 Effective Date

Notices shall be deemed effective on: (a) the date of delivery by hand; (b) the date shown as delivered by the courier; (c) the fifth (5th) business day after mailing; or (d) the date of confirmation for email (provided a hard copy follows upon request).

22. Multi-State Compliance Responsibilities

22.1 Multi State Compliance

Client acknowledges that the sale, marketing, distribution, and use of Products and Services supplied by Monday Merch may be subject to the laws of various U.S. states, including but not limited to laws governing automatic renewal programs, consumer protection, privacy, data security, product composition, labeling, packaging, and environmental requirements. Except as expressly stated in a written agreement signed by Monday Merch, Client shall be solely responsible for determining and ensuring compliance with all applicable state-specific laws relating to Client’s intended use, resale, or distribution of the Products and Services. These include, without limitation:

22.2 Automatic Renewal Laws

Compliance with California’s Automatic Renewal Law (Cal. Bus. & Prof. Code §17600 et seq.), New York’s Automatic Renewal Law (NY Gen. Oblig. Law §5-903, §5-903-a), and any similar automatic renewal or recurring billing requirements applicable in other states, including obligations to provide clear disclosures, obtain affirmative consent, offer simple cancellation methods, and provide renewal notices where required.

22.3 Privacy and Data Protection Laws

Compliance with state privacy laws, including the California Consumer Privacy Act/Privacy Rights Act (CCPA/CPRA), the Colorado Privacy Act (CPA), the Virginia Consumer Data Protection Act (VCDPA), the Connecticut Data Privacy Act (CTDPA), the Utah Consumer Privacy Act (UCPA), and any similar state privacy or data security statutes. Client represents and warrants that it has provided all required notices and obtained all legally required consents for any personal data it provides to Monday Merch.

22.4 Consumer Protection, Advertising, and Marketing Laws

Compliance with state unfair and deceptive trade practice laws, including California’s Unfair Competition Law (UCL) and Consumer Legal Remedies Act (CLRA), Massachusetts General Laws Chapter 93A, and similar consumer protection laws in other states. Client is solely responsible for the accuracy and legality of all product descriptions, marketing claims, sustainability statements, and advertising content it instructs Monday Merch to print or display.

22.5 Product Safety, Chemical. And Children’s Product Regulations

Compliance with state-specific product safety requirements, including but not limited to:

1. California Proposition 65 warning obligations;

2. California restrictions on PFAS, phthalates, flame retardants, and other regulated substances;

3. Illinois, Washington, and New York chemical safety laws;

4. any state laws governing products intended for children or minors.

Client is solely responsible for determining whether the Products fall within these laws and for providing all necessary compliance instructions.

22.6 Packaging, Recycling, and Environmental Laws

Compliance with state extended producer responsibility statutes, recycling requirements, and packaging regulations, including California SB 54 and any similar requirements enacted in other states. Client is responsible for ensuring that packaging specifications meet the requirements of any jurisdiction in which Products are sold or distributed.

22.7 Country of Origin and “Made in USA” Laws

Compliance with state-specific and federal rules governing origin claims, including California Business & Professions Code §17533.7. Client is solely responsible for ensuring the accuracy and legality of any country-of-origin or “Made in USA” claims provided to Monday Merch.

22.8

Compliance with state-imposed data security, breach notification, and data disposal requirements, including Texas Business & Commerce Code Chapter 521 and similar laws in other jurisdictions.

22.9

Any additional state law obligations applicable to Client’s resale, distribution, or marketing of the Products or Client’s handling of personal data, consumer claims, or product representations.

22.10 Indemnification

Client shall defend, indemnify, and hold harmless Monday Merch from and against any and all claims, actions, investigations, penalties, damages, costs, and expenses (including attorney’s fees) arising out of or relating to Client’s failure to comply with any state-specific laws referenced in this Section or otherwise applicable to Client’s distribution, resale, or marketing of the Products and Services.

23. Miscellaneous

23.1 Severability

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable.

23.2 No Waiver

Failure or delay by either party to enforce any provision of the Agreement shall not be construed as a waiver of such provision or of any other provision.

23.3 Independent Contractors

The relationship of the parties is that of independent contractors, and nothing in the Agreement shall be interpreted as creating any partnership, joint venture, or agency.

23.4 No Reliance

Client acknowledges that it has not relied on any representation, promise, warranty, or statement not expressly set forth in these Terms or a written Order. No oral or informal communications shall create any obligation for Monday Merch.

23.5 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

23.6 Amendments

Any amendment or modification of the Agreement must be in writing and signed or expressly accepted by both parties (email acceptable, unless a stricter form is required in a master agreement).

23.7 Language

The parties agree that these Terms, any Order, and all documents relating to the parties’ commercial relationship shall be written and interpreted in the English language. Any translation is provided solely as a courtesy. The English version shall be the only authoritative and legally binding version, and shall control in all respects, notwithstanding any translation or local-language version.

Billing Address:

Delaware Registered Agent Service LLC

8 The Green, Ste D

City of Dover. County of Kent

Zip Code: 19901

Registered agent in charge: Delaware Registered Agent Service LLC

EIN: 32-0807888

Monday Merch Inc.

Office Address

440 Lousiana St. Suite 900

Houston, Texas

77002

United States of America

+1 210 418 2069

Last edited 21st November 2025.