Logo & Artwork Submission Terms

Effective 7/30/2026

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Plain-language summary, for convenience only. The numbered terms below are what control the agreement. If you send us a logo or any other artwork, you are telling us you own it or have written permission to use it; you are giving us permission to turn it into embroidery and put it on your products; and you are taking full legal and financial responsibility if anyone claims that artwork infringes their rights. We can refuse any artwork for any reason, and we can ask you to prove your rights at any time.

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1. Agreement and Acceptance

1.1 Parties. These Logo & Artwork Submission Terms ("Terms") are a binding contract between you ("you," "your," or "Customer") and Sewn Products, LLC, a Minnesota limited liability company doing business as TigerTough ("TigerTough," "we," "us," or "our").

1.2 How you accept. You accept these Terms by any of the following:

(a) checking a box or clicking a button that references these Terms; (b) signing or electronically signing any document that references these Terms; (c) confirming your agreement in writing (including by email reply) after receiving these Terms or a link to them; or (d) approving a Proof that displays or links to these Terms.

In addition, and without limiting the foregoing, your submission of Submitted Content, placement of an Order, payment for an Order, or acceptance of delivery of an Order after these Terms or a link to them has been made available to you constitutes acceptance of these Terms to the fullest extent permitted by law.

1.3 All channels. These Terms govern Submitted Content delivered through any channel — website upload form, checkout, email, text message, cloud storage link, physical sample or garment, verbal description, or any other method. Where we have not captured an affirmative acceptance in a given channel, these Terms still apply to the fullest extent permitted by law, and we may condition production, release of Proofs, and acceptance of reorders on your affirmative written acceptance.

1.4 Who you are binding. You will identify the exact legal entity you are binding and the full name and title of the individual accepting. You represent that the individual accepting is authorized to bind that entity. If no entity is identified, or if the individual accepting lacks authority, that individual accepts these Terms personally, and the individual and the entity are jointly and severally liable under them.

1.5 Consideration. You acknowledge that TigerTough's receipt, review, evaluation, quotation, digitizing, handling, and storage of Submitted Content is valuable consideration for your obligations under these Terms, and that those obligations apply whether or not an Order is ever placed, produced, delivered, or paid for.

1.6 Relationship to our other documents. These Terms supplement and are incorporated into TigerTough's Terms of Sale, currently published at [tigertough.com/pages/terms-of-sale] (the "Terms of Sale"), and into any quote, order acknowledgment, or invoice. If there is a conflict between these Terms and any other TigerTough document regarding the subject matter of these Terms, these Terms control — except that a written agreement signed by both parties and expressly identified as a confidentiality, nondisclosure, master services, or supply agreement controls as to its own subject matter, provided that Sections 3, 4, 5, 7, 8, 13, 14, 15, and 16 of these Terms control over any conflicting provision of such an agreement. Any conflicting or additional terms in your purchase order, vendor portal, supplier agreement, or other business form are rejected and have no effect unless a TigerTough officer agrees to them in a signed writing that specifically references this Section 1.6.

1.7 Capacity. You represent that you are at least 18 years old and have legal capacity to enter into these Terms.

2. Definitions

2.1 "Submitted Content" means any and all logos, trademarks, service marks, trade dress, trade names, business names, slogans, taglines, artwork, designs, drawings, graphics, illustrations, photographs, images, likenesses, portraits, signatures, emblems, insignia, badges, seals, patches, crests, mascots, characters, typefaces and fonts, text, names, numbers, color schemes, digital files, physical samples and garments, and any other material that you upload, submit, transmit, deliver, provide, describe, or otherwise make available to us, or direct us to obtain, reproduce, recreate, or match, in connection with any Order or any inquiry, quote, sample, or prospective Order — including any derivative, adaptation, digitized version, reconstruction, or recreation that TigerTough creates at your direction or from your materials.

2.2 "Order" means any quote, quote request, sample request, purchase order, sales order, reorder, or other transaction or prospective transaction with TigerTough.

2.3 "End Client" means any third party on whose behalf, at whose direction, or for whose benefit you place an Order or submit Submitted Content — including your customer, employer, client, member, affiliate, or the owner of the Submitted Content.

2.4 "Proof" means any digital mockup, rendering, sew-out, sample, or other representation of Submitted Content that TigerTough provides for your review.

2.5 "Stitch File" means the digitized embroidery file, program, punch, or machine instruction set that TigerTough or its subcontractor creates in order to embroider Submitted Content, together with related production tooling, setups, and machine data.

2.6 "Indemnified Parties" means TigerTough, Sewn Products, LLC, and their respective parents, subsidiaries, affiliates, successors, assigns, members, managers, officers, directors, employees, contractors, subcontractors, digitizers, suppliers, sales representatives, distributors, dealers, and agents — other than Customer and Customer's End Client.

2.7 "IP Claim" means any actual or threatened claim, demand, cease-and-desist letter, takedown notice, opposition, cancellation, investigation, audit, customs seizure or detention, arbitration, lawsuit, counterclaim, or other proceeding — whether or not ultimately meritorious — alleging that Submitted Content, or any product, Proof, image, or Stitch File bearing or derived from it, infringes, dilutes, tarnishes, misappropriates, falsely designates the origin of, falsely advertises, or otherwise violates any patent (including design patent), copyright, trademark, service mark, trade dress, trade name, trade secret, right of publicity, right of privacy, moral right, right under 17 U.S.C. §§ 1201–1205 (including removal or alteration of copyright management information), or other proprietary, contractual, statutory, or personal right of any person or entity — including any claim of contributory, vicarious, or induced infringement, counterfeiting, or unfair or deceptive trade practices under any state or federal statute.

2.8 "Loss" means any claim, demand, action, proceeding, loss, damage, liability, judgment, award, settlement, fine, penalty, statutory damages, enhanced or multiplied damages, disgorged profits, royalty, corrective advertising cost, cost of complying with any injunction or seizure order, bond or security cost, interest, cost, and expense, including reasonable attorneys' fees, expert and consultant fees, investigation costs, and court costs.

3. Your Representations and Warranties

You represent, warrant, and certify to TigerTough — as of each submission, each Proof approval, each Order, and each reorder — that:

3.1 Ownership or written authorization. You own all right, title, and interest in every element of the Submitted Content, or you hold a valid, current, written license, authorization, or permission from every person or entity that owns or controls rights in it, sufficient to authorize everything contemplated by these Terms.

3.2 Scope of rights. Your ownership or authorization specifically covers reproduction of the Submitted Content by embroidery on the goods ordered, in the quantities ordered, for the territory, duration, and commercial or promotional purpose you intend. You specifically warrant that no license you hold is limited in a way that excludes apparel, textiles, seat covers, vehicle interiors, promotional products, resale, or manufacture by a third-party contractor such as TigerTough.

3.3 Marketing use. Your ownership or authorization also permits TigerTough and its assigns to photograph, reproduce, and display finished goods bearing the Submitted Content in TigerTough's advertising, marketing, website, social media, and sales materials, and to identify you or your End Client as a TigerTough customer, as described in Section 16 — unless you explicitly state otherwise in writing at the time of submission.

3.4 Every element. Your warranty applies separately to each and every component of the Submitted Content, including underlying artwork, photographs, illustrations, fonts and typefaces, clip art, stock imagery, icons, characters, and any third-party mark appearing within a composite design.

3.5 Non-infringement. The Submitted Content, and TigerTough's use of it as permitted by these Terms, does not and will not infringe, dilute, tarnish, misappropriate, falsely designate the origin of, or otherwise violate any right of any third party, and does not constitute unfair competition, passing off, counterfeiting, or false advertising.

3.6 Persons and likenesses. No name, image, likeness, portrait, voice, signature, or persona of any living or deceased individual appears in the Submitted Content without all necessary written consents and releases.

3.7 Personalization data. If you supply names, initials, employee or badge numbers, call signs, titles, or other identifiers of individuals for personalization, you warrant that you have each individual's consent to their use as ordered and to their disclosure to us and our subcontractors, and that no such identifier is a restricted credential.

3.8 Regulated and licensed marks. The Submitted Content does not include, and you are not asking us to reproduce, any mark, insignia, badge, seal, or emblem whose use or manufacture is restricted by law or by a licensing program — including U.S. or foreign military marks and insignia, government seals, law enforcement, fire, and EMS badges and agency identifiers, Olympic and Paralympic marks, collegiate and scholastic marks, professional and amateur sports marks, union insignia, and certification marks — unless you hold and can produce current written authorization covering the exact use ordered. Section 7 (Content Standards) applies regardless of any authorization you hold.

3.9 No passthrough of TigerTough's licenses. Any trademark license TigerTough holds — including its license with the U.S. Army and any other license — is product-specific, requires the licensor's advance approval of each product, and applies only to TigerTough's own licensed products. It does not extend to your Order, your Submitted Content, or any product decorated at your direction, and no Order may be described, marketed, labeled, or represented to any person as produced under a TigerTough license. Any such representation is a material breach.

3.10 Lawful content. The Submitted Content is not obscene, defamatory, harassing, hateful, threatening, deceptive, or otherwise unlawful, and does not violate any applicable law or regulation.

3.11 Accuracy. All spelling, wording, numbers, names, colors, sizing, placement, and other specifications you provide are accurate and complete.

3.12 Authority. You have full authority to enter into these Terms and to grant the licenses and make the commitments in them.

3.13 Sanctions and export. Neither you nor your End Client is a person or entity subject to U.S. sanctions or export denial, and you will not export or re-export decorated goods in violation of U.S. law.

3.14 Reliance; no reliance on us. You acknowledge that TigerTough is relying entirely on your representations and warranties, has no independent knowledge of the rights in the Submitted Content, and has no obligation to verify any of them. You have not relied on any statement, silence, review, comment, or conduct of TigerTough or any TigerTough employee, dealer, or sales representative in concluding that the Submitted Content is available for your use.

3.15 Continuing accuracy; notice. You will immediately notify us in writing under Section 20.11 if any representation or warranty in this Section 3 becomes inaccurate, if your rights in Submitted Content change, lapse, or are challenged, or if you receive any IP Claim relating to Submitted Content. Failure to give that notice is a material breach, and you will indemnify the Indemnified Parties for any increased Loss or prejudice resulting from the delay.

4. Origin of Artwork Elements

4.1 Fonts and typefaces. You warrant that every font used in or supplied with the Submitted Content is licensed to permit (a) commercial use; (b) use in a logo or trademark; (c) conversion to outlines and to an embroidery stitch file; (d) reproduction on physical goods for sale; and (e) use by a third-party manufacturer acting on your behalf. You will not send us a font file you are not licensed to transfer.

4.2 Our fonts. If you ask us to set text using a typeface from TigerTough's own library, we grant you no rights in that typeface and make no representation that the resulting lettering is available for you to claim as a trademark. You remain responsible under Section 3 for the words themselves.

4.3 Stock and clip art. You warrant that any stock image, clip art, icon, or downloaded graphic carries a license covering commercial use, physical products for resale, and the quantity ordered, and that it is not restricted to "editorial use only" or "personal use only," is not barred from logo or trademark use, and is not subject to an attribution requirement that cannot be satisfied on an embroidered product.

4.4 AI-generated content. You must tell us in writing if any element of the Submitted Content was generated by or with an artificial-intelligence tool. You warrant that you complied with that tool's terms, that you have the right to use the output commercially and to have it manufactured, and you acknowledge that AI-generated material may not be protectable by copyright, may closely resemble third-party works, and that any indemnity offered by the tool provider does not run to TigerTough. Sections 3 and 13 apply to AI-generated elements in full.

4.5 "Free" is not a right. That artwork was found online, was free to download, carried no watermark, was sent to you by your customer, or has been used before by you or anyone else is not evidence of any right, and you may not rely on it in making the warranties in Section 3.

5. Orders Placed for Someone Else (Dealers, Upfitters, Resellers, and Agents)

5.1 Additional warranties. If you submit Submitted Content that belongs to or originates from an End Client, or place an Order on an End Client's behalf, you additionally represent and warrant that: (a) you are the duly authorized agent of that End Client for purposes of these Terms; (b) you have obtained from that End Client, in writing, all rights, licenses, permissions, and authorizations required by Sections 3 and 4; (c) you have authority to bind that End Client to these Terms; (d) you have disclosed these Terms to that End Client; and (e) you have authority to grant the license in Section 16 on that End Client's behalf, or you have notified us in writing that you do not.

5.2 Your liability is not conditional. You and your End Client are jointly and severally liable for all obligations under these Terms, including the indemnity in Section 13, and TigerTough may pursue either or both of you, in any order, for the full amount of any Loss. If you cannot produce your End Client's written acknowledgment of these Terms on request, you are solely liable for all obligations these Terms would have imposed on that End Client, without contribution. Your obligations are not reduced, excused, or conditioned by any failure of your End Client to perform, by any dispute between you and your End Client, or by your inability to obtain reimbursement from your End Client.

5.3 Identification. You will provide your End Client's legal name, address, and contact information, and your End Client's written authorization, within five (5) business days of a request under Section 12.

5.4 End Client Acknowledgment. We may require, before production, a signed End Client Acknowledgment in a form we provide — and we will normally require one for Orders in any category listed in Section 12.4 and for Orders above any threshold we set.

5.5 Flow-down. If you resell, distribute, or transfer products bearing Submitted Content, you will impose on your transferee obligations at least as protective of TigerTough as these Terms, and will name TigerTough and the Indemnified Parties as express third-party beneficiaries of those obligations.

6. Copying, Recreating, and Matching Existing Designs

6.1 If you ask us to reproduce, recreate, redraw, re-digitize, clean up, vectorize, or "match" a design from a physical garment, patch, sample, sticker, decal, vehicle wrap, photograph, scan, screenshot, website, catalog, another company's product, or a verbal or written description, that request and its source are Submitted Content, and every representation in Sections 3 and 4 applies to it in full.

6.2 You warrant that the source item was lawfully made, is lawfully in your possession, and that your rights in it extend to having a new reproduction manufactured by a third party such as TigerTough.

6.3 Our recreation creates no rights in you and cures no defect in the source. A recreation of another party's design remains that party's design; redrawing, simplifying, or digitizing it does not make it yours.

6.4 We will not knowingly recreate a design for the purpose of imitating, substituting for, or trading on the goodwill of a third party, and we may refuse any such request without explanation.

6.5 Physical samples may be cut, marked, unpicked, or consumed in the process and are not guaranteed to be returned.

7. Content Standards

7.1 We will not embroider any content that is defamatory, that denotes or promotes illegal activity, or that is immoral or obscene.

7.2 We reserve the right to deny any file, any artwork, and any Order for any reason, without explanation, as further provided in Section 9.

7.3 Regulated marks. Certain marks — including military marks and insignia, government seals, and law enforcement, fire, EMS, and other agency identifiers — are subject to restrictions that apply to the manufacturer as well as to you, including under 18 U.S.C. §§ 701 and 704, 10 U.S.C. §§ 771–772, and 32 C.F.R. Part 507. You are solely responsible for holding all authorization required for the exact item, mark, quantity, and use ordered, and Section 3.8 applies to that content in full. We may require that authorization under Section 12 before producing, and we may decline any such Order under Section 7.2. Our production of such content is at your direction and on your representation, and is not a determination by TigerTough that the content or its use is authorized or lawful.

8. License You Grant to TigerTough

8.1 Grant. You grant TigerTough a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, copy, store, host, transmit, digitize, vectorize, rasterize, color-separate, resize, crop, reformat, adapt, modify, and create derivative works from the Submitted Content, and to manufacture, embroider, apply, print, display, distribute, sell, ship, and deliver goods bearing the Submitted Content, in each case for the purposes of: (a) producing, fulfilling, and delivering your Order; (b) producing reorders; (c) creating and displaying Proofs, samples, and sew-outs; (d) maintaining internal business, production, quality, warranty, and legal records; (e) exercising the rights in Section 16; and (f) complying with law or responding to an IP Claim.

8.2 Modification for embroidery. You specifically authorize TigerTough to modify the Submitted Content as reasonably necessary or convenient for embroidery production, including reducing or substituting colors to available thread palettes, simplifying gradients, shading, and fine detail, adjusting line weights and minimum text heights, changing dimensions and proportions, and converting the artwork into a Stitch File.

8.3 Moral rights. To the fullest extent permitted by law, you waive any moral rights, rights of integrity, and rights of attribution you hold with respect to such modifications. You warrant that you have obtained from the author of the Submitted Content a written waiver of moral rights, signed by the author, covering those modifications. To the extent any such waiver is ineffective, you covenant not to assert — and to cause the author not to assert — any moral right, right of integrity, or right of attribution against any Indemnified Party.

8.4 Subcontractors. TigerTough may sublicense these rights to digitizers, embroiderers, printers, fulfillment providers, and other subcontractors as needed.

8.5 No other transfer. Except for the license in this Section 8 and the rights in Sections 15 and 16, you retain whatever ownership you have in the Submitted Content, and these Terms do not transfer ownership of the Submitted Content to TigerTough — provided that any recreation, redraw, vectorization, digitization, or derivative artwork TigerTough itself creates is owned by TigerTough as between the parties, as described in Section 15.1. Nothing in these Terms grants you any right in TigerTough's own names, marks, logos, or intellectual property.

8.6 Survival and irrevocability. The license in this Section 8 survives completion, cancellation, or termination of any Order to the extent necessary for reorders, record-keeping, defense of any IP Claim, disposition of goods and Stitch Files, and the rights granted in Section 15 and in Section 16 (subject to Section 16.2), and is irrevocable with respect to goods, Proofs, and Stitch Files already in production, including in any bankruptcy, receivership, or assignment.

9. Our Right to Refuse, Suspend, or Cancel

9.1 TigerTough may refuse, reject, suspend, hold, modify, or cancel any Submitted Content or any Order, in whole or in part, at any time, for any reason or for no reason, in our sole and absolute discretion — before, during, or after production, and with or without explanation.

9.2 Reasons may include a concern about intellectual property rights, a third-party complaint, our inability to verify rights, technical or production limitations, capacity, or any business reason of our own.

9.3 No duty to screen. TigerTough has no obligation to review, screen, search, clear, investigate, or monitor Submitted Content for intellectual property or any other issue. Our decision to accept, produce, or ship an Order — and any review, comment, clearance check, or Proof we provide — is not a representation, warranty, opinion, approval, or legal advice that the Submitted Content is non-infringing or lawful; does not waive, limit, or excuse any of your representations, warranties, or obligations; and does not create any duty of care to you or to any third party. Our exercise of, or failure to exercise, any right in this Section 9 or in Section 12 creates no liability to you or to anyone else.

9.4 Effect of cancellation. If we cancel an Order under this Section 9, we will refund amounts you paid that are allocable to goods not yet produced. You remain responsible for costs already incurred on your behalf, including digitizing, artwork, materials consumed, and labor for work already performed. Amounts we recover under Section 13.4 for the cost of ceasing production will be credited against, and not duplicated by, amounts retained under this Section 9.4. We may, in our sole discretion, offer to work with you to substitute compliant artwork rather than cancel; we are not obligated to do so. This Section 9.4 states your sole and exclusive remedy for a refusal, suspension, or cancellation, and we are not liable for any other loss, including lost profits, lost sales, delay, or reputational harm.

10. Proofs and Approval

10.1 Where TigerTough provides a Proof, you are solely responsible for reviewing it carefully for spelling, wording, punctuation, names, numbers, colors, thread selection, dimensions, orientation, placement, and overall appearance.

10.2 Your approval of a Proof is final and binding. Upon approval, production may begin immediately, and the approved specifications are locked. Approval also re-confirms every representation and warranty in Sections 3 through 7 as of the date of approval.

10.3 Custom, personalized, and decorated goods are made to order. Approved custom Orders are non-cancelable, non-returnable, and non-refundable except as expressly stated in Section 9.4 or as required by law. Errors contained in the Submitted Content you provided, or in specifications you supplied or approved, are your responsibility.

10.4 If you decline a Proof or approve production without one, you accept the results as produced from the Submitted Content as received.

10.5 Tolerances. Decorated goods are produced to a quantity tolerance of plus or minus [5]%. Delivery within that tolerance is complete performance.

11. WARRANTY DISCLAIMER

11.1 APPEARANCE. EMBROIDERY IS A THREAD-BASED PROCESS AND CANNOT REPRODUCE ARTWORK EXACTLY. TIGERTOUGH DOES NOT WARRANT EXACT COLOR MATCHING (INCLUDING PANTONE OR BRAND-STANDARD MATCHES), EXACT DIMENSIONS, OR THE LEGIBILITY OR FIDELITY OF FINE DETAIL, SMALL TEXT, GRADIENTS, THIN LINES, OR PHOTOGRAPHIC IMAGERY. SCREEN AND PROOF RENDERINGS ARE APPROXIMATIONS.

11.2 DISCLAIMER. EXCEPT AS STATED IN SECTION 11.4, AND TO THE FULLEST EXTENT PERMITTED BY LAW, TIGERTOUGH DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE DECORATION OF DECORATED GOODS AND WITH RESPECT TO SUBMITTED CONTENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITH RESPECT TO THEIR DECORATION, DECORATED GOODS ARE PROVIDED "AS IS."

11.3 NO ORAL WARRANTIES. NO STATEMENT BY ANY TIGERTOUGH EMPLOYEE, SALES REPRESENTATIVE, OR DEALER CREATES A WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH STATEMENT.

11.4 This Section 11 does not affect any separate written warranty TigerTough provides on the construction or materials of its own products.

12. Proof of Rights; High-Risk Content

12.1 Our right to demand documentation. TigerTough may require you to produce documentation substantiating your rights in any Submitted Content — and the legal name, address, and contact information of any End Client — at any time, before production, during production, after delivery, or whenever an IP Claim or potential issue arises.

12.2 What counts. Acceptable documentation may include a trademark or copyright registration, a signed license or authorization letter from the rights holder, a written assignment, a work-for-hire or transfer agreement with the designer, a stock or font license, a written release from any individual depicted, or written confirmation from the End Client. We determine in our sole discretion whether the documentation is sufficient.

12.3 Deadline. You will respond within five (5) business days. If you do not, or if the documentation is insufficient in our judgment, we may suspend, hold, or cancel the Order under Section 9, decline reorders, and decline to release Proofs or files.

12.4 High-risk categories — your affirmative obligation. Before submitting, you must identify to us in writing, and provide documentation under Section 12.2 for, any Submitted Content that includes or resembles: another company's brand, logo, product name, or trade dress; professional, collegiate, scholastic, club, or amateur sports team names, logos, mascots, or colors; school, college, or university names, seals, or mascots; government agency, municipal, state, or federal seals or logos; military names, seals, or insignia; labor union names or emblems; entertainment, film, television, gaming, comic, or cartoon characters and properties; musical artists, bands, or tours; Olympic, Paralympic, or Special Olympics marks; celebrity or public-figure names, images, or likenesses; artwork, illustrations, or photographs you did not create; and any content marked with ©, ®, ™, or a similar notice naming someone other than you.

12.5 Effect. Failure to identify such content is a material breach. Subject to Section 7, our production of such content without documentation is at your direction and on your representation, and does not constitute knowledge, approval, or acquiescence by TigerTough. The list in Section 12.4 is illustrative only; its existence does not imply that content outside those categories has been reviewed, cleared, or approved, and does not shift any responsibility to TigerTough.

13. Indemnification and Defense

13.1 INDEMNITY. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL IP CLAIMS AND ANY AND ALL LOSSES ARISING OUT OF, RELATING TO, OR RESULTING FROM: (a) the Submitted Content; (b) any product, Proof, image, Stitch File, or material bearing or derived from the Submitted Content; (c) your breach or alleged breach of any representation, warranty, covenant, or obligation in these Terms; (d) your or your End Client's use, resale, distribution, or display of any product bearing the Submitted Content; (e) TigerTough's exercise of the rights granted in Section 8 or Section 16, including any claim that such exercise infringes, dilutes, or falsely suggests endorsement, sponsorship, or affiliation; or (f) any claim by your End Client, your designer, or any third party arising from any of the foregoing.

13.2 EXPRESS ASSUMPTION OF OUR OWN NEGLIGENCE. THIS INDEMNITY EXPRESSLY APPLIES TO, AND YOU EXPRESSLY ASSUME, CLAIMS AND LOSSES CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE — WHETHER ACTIVE OR PASSIVE, SOLE, JOINT, CONCURRENT, OR CONTRIBUTORY — OF ANY INDEMNIFIED PARTY, AND BY ANY INDEMNIFIED PARTY'S STRICT LIABILITY, CONTRIBUTORY OR VICARIOUS INFRINGEMENT, OR BREACH OF WARRANTY. THE PARTIES SPECIFICALLY INTEND THIS SECTION TO SATISFY MINNESOTA'S REQUIREMENT OF EXPRESS LANGUAGE FOR INDEMNIFICATION OF AN INDEMNITEE AGAINST ITS OWN NEGLIGENCE. This Section does not require indemnification for a Loss to the extent Minn. Stat. § 604.055 or other applicable law prohibits it, and any such portion is severable under Section 20.9.

13.3 Defense. Your defense obligation is independent of and broader than your indemnity obligation, arises upon written notice of a claim regardless of the claim's merit, and is measured by the allegations asserted. You will assume the defense within ten (10) business days of notice, at your sole expense, with counsel reasonably acceptable to us. If you do not, we may defend, settle, or resolve the claim in our sole discretion and recover all amounts paid, plus fees and costs, from you. TigerTough may participate in its own defense with counsel of its choosing at its own expense, and may assume its own defense at your expense if (i) you fail to assume the defense on time; (ii) an actual or potential conflict exists between you and any Indemnified Party; (iii) the claim seeks injunctive or equitable relief against an Indemnified Party; or (iv) the claim alleges counterfeiting, willful infringement, or criminal conduct. You may not settle, compromise, or consent to judgment in a manner that admits fault by, imposes any obligation, payment, injunction, or restriction on, or fails to include a full and unconditional release of, any Indemnified Party, without our prior written consent.

13.4 Remediation costs. Your indemnity expressly includes the cost of ceasing production; removing, recalling, quarantining, reworking, re-embroidering, replacing, defacing, seizing, or destroying goods, work-in-process, packaging, Stitch Files, and marketing materials bearing the Submitted Content; notifying customers or a rights holder; and any amount TigerTough reasonably pays to settle or resolve an IP Claim.

13.5 No cap. Your obligations under this Section 13 are not subject to any limitation of liability, damages cap, or exclusion of consequential damages in these Terms, in the Terms of Sale, or in any other agreement between us, and no subsequent agreement limits this Section 13 unless it expressly references this Section 13.5 and is signed by a TigerTough officer.

13.6 Carve-out. This Section 13 does not apply to that portion of a Loss finally adjudicated by a court of competent jurisdiction, in a non-appealable judgment, to have been caused by an Indemnified Party's gross negligence or willful misconduct. The defense obligation in Section 13.3 is not suspended, reduced, or excused by any assertion that this carve-out applies; allocation under this Section 13.6, if any, occurs only after final adjudication, by reimbursement.

13.7 Notice. We will use commercially reasonable efforts to notify you of a covered claim, but failure or delay does not relieve you of your obligations except to the extent you are materially prejudiced.

14. Response to Claims; Disclosure

14.1 If TigerTough receives an IP Claim or a complaint concerning Submitted Content, we may — without liability to you — immediately stop production, hold or cancel shipment, refuse reorders, remove images from our marketing, quarantine the Submitted Content and Stitch File, and take any other step we consider appropriate to protect ourselves.

14.2 Disclosure. You authorize TigerTough to disclose your identity, business name, contact information, Order details, and copies of the Submitted Content, Proofs, and related correspondence to any person or entity asserting rights in the Submitted Content, to their counsel, to our insurers and counsel, and in response to any subpoena, court order, or other legal process — and you waive any claim against the Indemnified Parties arising from such disclosure.

14.3 Cooperation and preservation. You will cooperate fully and promptly with TigerTough in responding to any IP Claim, at your expense, including preserving all documents, communications, files, and electronically stored information relating to the Submitted Content upon notice of any IP Claim, and complying with any litigation hold we issue.

15. Stitch Files and File Retention

15.1 Ownership. As between you and TigerTough, TigerTough owns the Stitch File and all production tooling, setups, and machine data it creates, including any copyright in the digitizing, stitch sequencing, and production data as distinct from the underlying artwork, regardless of who paid any digitizing fee, unless a TigerTough officer agrees otherwise in a signed writing. A digitizing charge is a service fee and does not transfer ownership. TigerTough also owns, as between the parties, any recreation, redraw, vectorization, or derivative artwork its own personnel create, subject to your rights in the source material. TigerTough claims no ownership of the underlying Submitted Content you supplied. Stitch Files are not released to you or to any third party except by written agreement and payment of our then-current release fee.

15.2 Use. TigerTough will not knowingly use a Stitch File to produce goods for a party other than you, your End Client, or a party either of you authorizes, except to produce samples, sew-outs, and display units under Section 16.1 or as required by applicable law. This restriction binds TigerTough's permitted assigns and sublicensees. An inadvertent use gives rise to no liability beyond the cap in Section 19.1.

15.3 Retention is not guaranteed. TigerTough may retain Submitted Content, Stitch Files, Proofs, and Order records for its own business, warranty, and legal purposes for as long as it chooses, and may delete or dispose of any of them at any time, without notice and without liability. TigerTough is not an archive or backup service; you are responsible for keeping your own copies of your original artwork and files. Notwithstanding the foregoing, TigerTough will preserve materials relating to any IP Claim of which it has notice for so long as required by law.

15.4 Confidentiality. Unless you and TigerTough have signed a separate written confidentiality agreement covering the Submitted Content, we have no confidentiality obligation with respect to it beyond the ordinary care we apply to customer files, and we may share it with subcontractors as described in Section 8.4.

16. Showcase of Finished Work

16.1 License. You grant TigerTough a non-exclusive, worldwide, royalty-free license to photograph, video, reproduce, and display finished products bearing the Submitted Content, and to use those images and videos in TigerTough's marketing, advertising, website, social media, catalogs, trade show displays, portfolio, and sales materials, and to identify you or your End Client as a TigerTough customer. This license includes the right to produce and display samples, sew-outs, seconds, and display units bearing the Submitted Content for showroom, trade show, and marketing use.

16.2 Opt-out and removal. You may opt out at any time by written notice under Section 20.11. Upon written notice from you, your End Client, or any person asserting rights in the Submitted Content, TigerTough will remove the material from channels it controls within thirty (30) days. We are not required to recall, retract, or reprint materials already published, printed, or distributed.

16.3 Discretion. We may discontinue any display at any time, for any reason, including at the request of a person claiming rights, without liability to you and without that discontinuation constituting an admission.

16.4 No endorsement. Nothing in this Section 16 implies or asserts any endorsement, sponsorship, affiliation, or approval by you, your End Client, or any rights holder, and TigerTough claims no ownership of the Submitted Content by virtue of this Section 16.

17. Changes in Authority; Competing Claims

17.1 We may rely on any authorization you give us until we receive written revocation under Section 20.11. You will notify us in writing immediately if your authority over any End Client's Submitted Content ends.

17.2 Competing claims. If two or more parties assert rights in, or the right to order, the same Submitted Content or Stitch File — including on termination of a dealer, reseller, agency, or employment relationship — we may, in our sole discretion and without liability to anyone: (a) suspend all affected Orders; (b) require joint written instructions from all claimants; (c) require security or indemnity; or (d) decline to act until we receive a court order or written settlement. Our choice among these is never a breach.

17.3 End Client override. An End Client may, by written notice with reasonable evidence that it owns or controls the Submitted Content, direct us to cease producing goods bearing its content for you. We will comply, and doing so is not a breach of these Terms or of any other agreement with you, and you release us from any claim arising from our compliance.

17.4 No exclusivity. Nothing in these Terms makes you an exclusive or protected channel. TigerTough may deal directly with, quote, and sell to any End Client at any time, and you waive any claim for interference with contract or prospective advantage arising from our doing so.

18. Insolvency and Branded Inventory

18.1 Adequate assurance. If we have reasonable grounds for insecurity as to your performance, we may suspend production and demand adequate assurance of performance, including prepayment, under Minn. Stat. § 336.2-609.

18.2 Insolvency. On your insolvency, receivership, assignment for the benefit of creditors, bankruptcy filing, dissolution, cessation of business, or failure to pay when due, we may stop production, stop delivery of goods in transit, and immediately invoice all work performed, materials consumed, digitizing, and finished and in-process goods. All such amounts are immediately due.

18.3 Branded goods. We will not sell, donate, or transfer to any third party any finished or in-process goods bearing your Submitted Content. If an Order is cancelled, abandoned, or unpaid, you must within [30] days either (a) pay for and take delivery of all such goods, or (b) authorize their destruction at your expense. If you do neither, we may destroy, deface, or remove the decoration from those goods at your expense, and you agree that doing so is neither conversion nor a breach of any duty to you.

18.4 Seconds. Misembroidered pieces, test sew-outs, and seconds bearing your Submitted Content are destroyed or defaced. They are not sold, donated, or used as samples except under Section 16.

19. Limitation of TigerTough's Liability

19.1 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO SUBMITTED CONTENT, THESE TERMS, OR ANY ORDER SHALL NOT EXCEED THE GREATER OF (i) THE AMOUNT YOU ACTUALLY PAID TIGERTOUGH FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM OR (ii) $2,500.

19.2 EXCLUDED DAMAGES. IN NO EVENT WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF DATA OR FILES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS SECTION LIMITS LIABILITY FOR PERSONAL INJURY TO THE EXTENT SUCH A LIMITATION IS PROHIBITED BY LAW.

19.3 Scope. These limitations apply to all theories of liability, including contract, warranty, tort, negligence, strict liability, and statute. They do not limit your obligations under Section 13.

19.4 Time limit. Any claim you bring against TigerTough arising out of or relating to Submitted Content or these Terms must be commenced within one (1) year after the claim accrues, or it is permanently barred. If a one-year period is unenforceable as to any claim, the shortest period permitted by law for that claim applies, and this Section does not apply where prohibited by statute. This Section 19.4 does not apply to TigerTough's claims against you, including claims under Section 13.

20. General

20.1 Governing law. These Terms and any dispute arising out of or relating to them or to Submitted Content are governed by the laws of the State of Minnesota, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

20.2 Venue. You irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Minnesota and waive any objection based on inconvenient forum or lack of personal jurisdiction. Notwithstanding the foregoing, TigerTough may implead, join, or assert claims against you or your End Client in any court where an IP Claim relating to Submitted Content is pending, and you irrevocably consent to jurisdiction and venue in that court for that purpose. TigerTough may also bring an action in any jurisdiction where you or your assets are located to enforce a judgment or obtain injunctive relief.

20.3 JURY TRIAL WAIVER. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR SUBMITTED CONTENT.

20.4 Class action waiver. Claims must be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

20.5 Attorneys' fees. In any action to enforce or collect under Section 13, TigerTough is entitled to recover its reasonable attorneys' fees, expert fees, and costs. In any other action arising out of these Terms, the substantially prevailing party is entitled to recover its reasonable attorneys' fees and costs.

20.6 Setoff and security. TigerTough may set off any amount you owe under Section 13 against any amount TigerTough owes you, and may condition acceptance of any Order on prepayment, security, or a personal guaranty.

20.7 Equitable relief. You acknowledge that a breach of Sections 3 through 7 or Section 12 may cause TigerTough irreparable harm for which money damages are inadequate, and that TigerTough is entitled to seek injunctive relief without posting bond.

20.8 Changes. TigerTough may revise these Terms by publishing a new version with a new version number and effective date. Prior versions are archived and available on request. The version in effect at the time you submit Submitted Content or place an Order governs that submission or Order, and the governing version is recorded on our order records.

20.9 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in full force. The parties specifically intend that Section 13 be enforced to the maximum extent permitted by law even if any part of it is limited.

20.10 Consumer savings. If you are a "consumer" and these Terms constitute a "consumer contract" under Minn. Stat. § 325G.30, then to the extent any provision of these Terms is inconsistent with Minn. Stat. §§ 325G.29–325G.36 or any other Minnesota consumer protection statute, that provision is modified to the minimum extent necessary to comply. No provision of these Terms waives, or is intended to waive, any right you have under Minn. Stat. § 8.31, § 325D.44, § 325F.69, or §§ 325G.29–325G.36.

20.11 Notices. Notices to TigerTough must be sent by email to sheldonz@tigertough.com and by certified mail to the address in Section 21. Notices to you may be sent to any email or mailing address in our records. A notice is deemed received on the earlier of confirmed delivery or three (3) business days after sending.

20.12 No waiver. No failure or delay in exercising any right waives it. A waiver is effective only if in a signed writing and only for the instance given.

20.13 Assignment. You may not assign or delegate these Terms without our prior written consent. TigerTough may assign freely, including in connection with a sale of its business or assets. These Terms bind and benefit the parties' permitted successors and assigns.

20.14 Third-party beneficiaries. The Indemnified Parties who are not parties to these Terms are intended third-party beneficiaries of Sections 3, 5, 8, 11, 13, 14, 15, 16, 17, 19, and 20 and may enforce them directly.

20.15 Electronic records. You consent to transact electronically and agree that your electronic acceptance, upload, email confirmation, or Proof approval constitutes a signature and an original writing, admissible as evidence, and satisfies any requirement that an agreement be in writing.

20.16 Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, franchise, or employment relationship.

20.17 Entire agreement. Except as provided in Section 1.6, these Terms, together with the Terms of Sale and the applicable Order documents, are the entire agreement regarding Submitted Content and supersede all prior or contemporaneous understandings on that subject.

20.18 Survival. Sections 1.4 through 1.7, 2 through 8, 9.3, 9.4, 10.2, 10.3, and 11 through 20 survive completion, expiration, cancellation, or termination of any Order and continue indefinitely, or for any period specified in them.

20.19 Headings; interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against either party as drafter.

21. Contact

Sewn Products, LLC d/b/a TigerTough, 165 Highway 19 Vesta, MN 56292 Email: sheldonz@tigertough.com

21.1 Copyright agent. TigerTough's designated agent for notices of claimed copyright infringement under 17 U.S.C. § 512 is: Sheldon Zitzmann, Marketing Director, Sewn Products, LLC,  165 Highway 19 Vesta, MN 56292, sheldonz@tigertough.com, (507) 246-3545. Notices must contain the elements required by 17 U.S.C. § 512(c)(3).

21.2 Repeat infringers. We maintain and enforce a policy of terminating, in appropriate circumstances, the accounts of customers who are repeat infringers.

21.3 Rights holders. A person who believes Submitted Content infringes their rights may contact us at the address above. We review notices we receive and respond as we consider appropriate. We do not undertake to investigate any notice, and no notice creates any duty to any person.