Supplier Agreement

1. Acceptance and eligibility

You must be a lawfully established business, authorized to operate as a manufacturer of apparel or textiles (or the specific goods you list), and free from conflicting exclusivity or non-compete obligations that would prevent you from serving ONTHEBIAS buyers. You represent that everything you enter on your profile - capability tags, certifications, minimum-order quantities, lead times, machinery, headcount, prior-work photos - is accurate, that you have the rights to use any images or trademarks you display, and that you will keep the profile current. You are responsible for the acts and omissions of your employees, agents, and subcontractors as if they were your own.

2. The platform's role

ONTHEBIAS operates a technology platform and a payment facility. We are not your customer, not your agent, and not a party to the production contract between you and any buyer. The production contract is directly between you and the buyer, on the terms of the quote you submit and the buyer accepts. We do not guarantee any volume of RFQs, quotes, or orders, and we may re-order, feature, throttle, or delist supplier profiles at our discretion.

3. Confidentiality of customer designs

All information a buyer discloses to you through the platform - designs, sketches, flats, tech packs, BOMs, patterns, samples, chats, and all derivatives - is the buyer's confidential information ("Confidential Information"). You will:

• hold Confidential Information in strict confidence, using at least the same degree of care you use for your own most sensitive information, and no less than a reasonable standard of care;
• use Confidential Information solely to quote, sample, and produce the specific goods the buyer has requested from you, and for no other purpose;
• not disclose Confidential Information to any third party except employees, agents, or approved subcontractors who have a strict need to know and are bound by confidentiality obligations at least as protective as this section;
• not reverse-engineer, copy, adapt, sell, offer, showcase, publish, share on social media, or use in any marketing any Confidential Information or any goods produced from it, whether during or after your relationship with the buyer or ONTHEBIAS;
• not use Confidential Information to produce goods for any other buyer, whether identical, similar, derivative, or competing;
• return or destroy Confidential Information within 30 days of the earlier of (a) the buyer's request, (b) completion of the order, or (c) termination of your account, and certify in writing that you have done so.

The confidentiality obligations in this section are perpetual and survive termination of this Agreement. Breach of this section causes irreparable harm for which monetary damages may be inadequate; the buyer and ONTHEBIAS are entitled to seek injunctive relief in addition to any other remedy.

4. Intellectual property

The buyer retains all right, title, and interest in and to their designs, tech packs, patterns, samples, and any derivatives. This Agreement grants you a limited, non-exclusive, non-transferable, revocable license to use those materials solely to produce the goods requested in the accepted quote, and for no other purpose. You claim no ownership over any output of the production process (including patterns you develop from the buyer's designs, cutting files, or grading files); those are works made for hire on behalf of the buyer to the fullest extent permitted by law, and to the extent they are not, you assign them to the buyer on order confirmation. You retain ownership of your own general manufacturing know-how and any pre-existing tooling that is not specific to the buyer's designs.

5. Non-circumvention

During your active use of the platform and for 24 months after your last accepted order from a given buyer, you will not, directly or indirectly, solicit, transact with, or accept production work from that buyer outside the ONTHEBIAS platform for any goods substantially similar to those the buyer sourced through ONTHEBIAS. This clause exists so ONTHEBIAS can recover its cost of introducing you to buyers; if a buyer approaches you directly, decline and route them back through the platform. Violation entitles ONTHEBIAS to a circumvention fee equal to 20% of the off-platform contract value, in addition to any other remedy.

6. Quality, specification, and lead time

You will produce goods to the specification, quality standard, tolerances, and lead time stated in the accepted quote and the referenced tech pack. If specifications are unclear or infeasible, you must raise the issue with the buyer through the platform before starting work; silence is deemed acceptance. Rejected goods (goods that materially fail specification) are your responsibility to rework, replace, or refund at the buyer's option, and any related payment may be withheld or clawed back.

7. Compliance and ethical sourcing

You represent and warrant that you and your subcontractors will comply with all applicable laws in the countries where you operate, including labor, health-and-safety, environmental, product-safety, textile-labeling, and import/export laws. Specifically, you will not:

• use forced, bonded, indentured, or involuntary prison labor;
• employ workers below the applicable minimum working age (and in no case below age 15) or in violation of the ILO Minimum Age Convention;
• engage in unlawful discrimination, harassment, or physical or verbal abuse of workers;
• obstruct workers' lawful rights of association or collective bargaining;
• source materials from a jurisdiction or supplier that is subject to US, EU, or UN sanctions or an import ban (including the US Uyghur Forced Labor Prevention Act).

You will make records reasonably necessary to verify these representations available on request from ONTHEBIAS, subject to reasonable notice and confidentiality. Material breach of this section is grounds for immediate suspension and termination without refund of any platform fees.

8. Payment and payouts

ONTHEBIAS collects payment from buyers and disburses it to you according to the payment schedule in the accepted quote (typically a deposit on order confirmation and a balance on shipment, or milestone payments for larger orders). ONTHEBIAS retains a marketplace fee, disclosed to you in your dashboard or the quote before you submit it.

Payouts are made in USD by ACH or wire, or via Stripe Connect where available, in accordance with the payout schedule you configure. Payouts may be held pending resolution of a buyer dispute, quality claim, chargeback, or reasonable suspicion of fraud or breach of this Agreement. You will not be paid for goods that materially fail specification and are rightfully rejected by the buyer.

You are responsible for all taxes on your income and for issuing invoices, VAT / GST, and any other tax documentation required by your jurisdiction. ONTHEBIAS may collect and remit tax on your behalf where required by law and will document any such collection.

9. Insurance

You will maintain, at your own expense, insurance appropriate to your operations and the goods you produce, including at minimum commercial general liability insurance (with product-liability coverage) and, where applicable, workers' compensation insurance in the amounts required by local law. On request, you will provide certificates of insurance.

10. Term, suspension, and termination

This Agreement starts on your acceptance and continues until terminated. Either party may terminate for convenience on 30 days' written notice. ONTHEBIAS may suspend or terminate immediately if you materially breach this Agreement (including the confidentiality, non-circumvention, or compliance sections), if a buyer credibly reports non-performance, or if we reasonably suspect fraud. Termination does not affect (a) any accrued payment obligations, (b) any open orders (which must be completed unless expressly cancelled), or (c) sections that by their nature survive (including confidentiality, IP, non-circumvention, indemnification, limitation of liability, and dispute resolution).

11. Supplier indemnification

You will defend, indemnify, and hold harmless ONTHEBIAS and its affiliates from and against any and all third-party claims, losses, damages, and costs (including reasonable attorneys' fees) arising out of or related to (a) goods you produced, including product-liability claims and claims arising from defect, delay, or non-conformance; (b) your breach of the confidentiality, IP, non-circumvention, or compliance sections; (c) your infringement of a third party's intellectual property, publicity, or privacy rights (including any material you display on your profile); (d) your violation of law; or (e) injury to any worker, subcontractor, or agent of yours.

12. Limitation of liability

To the maximum extent permitted by law, ONTHEBIAS's total aggregate liability to you under this Agreement is capped at the greater of (a) the platform fees you paid to ONTHEBIAS in the twelve months preceding the event giving rise to the claim, or (b) one hundred US dollars (US $100).

In no event will ONTHEBIAS be liable to you for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or business interruption. The caps and exclusions in this section do not apply to fraud, willful misconduct, or gross negligence.

13. Governing law and disputes

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. Any dispute will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, seated in Wilmington, Delaware, in English, and decided by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, ONTHEBIAS may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14. Changes

We may revise this Agreement. Material changes are announced in-app and by email at least 30 days before they take effect. Continued use of the platform after a change takes effect means you accept the new Agreement.