Terms & Conditions | SMARTMERCH™

SMART PRODUCTS INFRASTRUCTURE NETWORK, INC.
DBA: SPIN

Smart Products Infrastructure Network, Inc.
1111B South Governors Ave STE 25387
Dover, Delaware - DE 19904, US
EIN: 30-1430692

Company Website: spinfrequency.com
Service Domain: spin.tf
Support: support@spinfrequency.com
Legal Notices: legal@spinfrequency.com

Version 1.0
Effective date: 25 October 2026
Last updated: 25 October 2026

Official project channel: SPIN Inbox only (see Clause 2)

KEY TERMS AT A GLANCE

This summary is for convenience. The full clauses below govern.

INTRODUCTION

These Terms & Conditions | SMARTMERCH™ ("T&C SMARTMERCH") govern every SMARTMERCH™ Quote, Order, Invoice and delivery provided by Smart Products Infrastructure Network, Inc., DBA SPIN ("SPIN," "we," "our," or "us") to a business client ("Client," "you," or "your").

SMARTMERCH™ is SPIN's AI agent-driven service that designs, produces and delivers premium, made-to-order custom merchandise. SMARTMERCH™ items are designed and made for each Client. They are not blank stock items with a printed logo. Items may be embedded with Smart Tags linked to SPIN OS, SPIN's operating system for smart products.

SMARTMERCH™ is a service of SPIN. Your contract is with SPIN. SMARTMERCH™ and any SPIN Agent acting within it act on behalf of SPIN.

These T&C SMARTMERCH are product-specific terms that supplement the Terms & Conditions | Business ("T&C Business"). The T&C Business apply to the Client as a Business User. If there is a conflict between these T&C SMARTMERCH and the T&C Business or any other SPIN Legal Document, these T&C SMARTMERCH prevail for SMARTMERCH™ Orders, consistent with the order of precedence in T&C Business §29. A signed written agreement with SPIN prevails over both.

By requesting a Quote, approving a design or Sample, paying an Invoice, or placing an Order, you agree to these T&C SMARTMERCH and to the SPIN Legal Documents listed in Clause 2.9.

1. DEFINITIONS

Capitalised terms not defined here have the meaning given in the T&C Business.

Approval / Approved: The Client's confirmation, submitted in the SPIN Inbox, that a design, Tech Pack, Sample, quantity, size breakdown or other deliverable is accepted as shown. Approval may be given by the Client or any person the Client has added to the Order in the SPIN Inbox.

Bulk Production: Manufacture of the full ordered quantity after Sample Approval.

Change Request: Any request by the Client, submitted in the SPIN Inbox, after Approval or Order confirmation, to change design, materials, colours, finishes, labels, Smart Tags, packaging, washing or finishing treatments, badges or trims, quantities, sizes, destinations, delivery dates or any other element of the Order.

Client Shipping Checklist: The list of information, documents and actions the Client must provide, set out in Schedule A.

Courier: The carrier, freight forwarder or logistics provider that transports the goods after handover by SPIN or its manufacturer, such as DHL, FedEx or UPS.

Dispatch: Handover of the packed goods to the Courier.

ETA: The estimated time of arrival provided by the Courier. An ETA is an estimate, not a guaranteed delivery date.

Incoterms: The International Chamber of Commerce trade terms stated in the Quote. DAP (Delivered at Place) applies by default. DDP (Delivered Duty Paid) applies only if stated in the Quote.

Invoice: SPIN's invoice for an Order or a Change Request.

Local Sourcing: Production or sourcing of materials in a specific country or region requested by the Client, instead of in the location SPIN selected.

Manufacturing Network: The vetted manufacturers, mills, workshops and suppliers SPIN works with, currently located in Italy, the USA and China.

Order: A SMARTMERCH™ order that is confirmed under Clause 5.

Photo Sample: Photographs of a pre-production sample showing at least the front, back and side.

Physical Sample: A pre-production sample sent to the Client for review.

Quote: SPIN's written offer, issued in the SPIN Inbox, for a SMARTMERCH™ project, stating at minimum the items, quantities, price, Incoterms and estimated timeline.

Sample: A Photo Sample or a Physical Sample.

Smart Tag: A SPIN Tag (as defined in the T&C Business), such as an NFC chip, embedded in or attached to an item and linked to SPIN OS.

SPIN Legal Documents: The SPIN terms listed in Clause 2.9, as published at spin.tf.

SPIN Inbox: SPIN's messaging layer in SPIN OS, as described in T&C Business §13, used through the SPIN Inbox thread or channel designated by SPIN for the Order.

SPIN OS: SPIN's operating system for smart products, as described in the T&C Business.

Submitted / Submission: Posted by the Client in the SPIN Inbox for the Order. The time of Submission is the timestamp recorded in the SPIN Inbox.

Widget: A content block added to a product's digital experience in SPIN OS, such as a playlist, video, game, web link or image.

Digital Token: A token recorded on a blockchain network and used in TOKENTAG™ or another SPIN OS campaign.

TOKENTAG™: SPIN's game, run on SPIN OS, in which end users tap SMARTMERCH™ products with a phone to claim or capture Digital Tokens.

Tech Pack: The technical specification for an item, which may include measurements, patterns, materials, colours, construction, trims, labels, artwork placement and Smart Tag placement.

2. HOW THESE TERMS APPLY AND THE SPIN INBOX

2.1 These T&C SMARTMERCH apply to every SMARTMERCH™ Quote, Order and Invoice, whether or not the Quote or Invoice repeats them.

2.2 Client terms printed on purchase orders or similar documents do not apply unless SPIN agrees to them in a signed written agreement.

2.3 SPIN may update these T&C SMARTMERCH. Updates apply to Quotes issued after the update. A confirmed Order stays under the version in force when it was confirmed.

2.4 SPIN Inbox only. All project communications, Approvals and project management for an Order must go through the SPIN Inbox. This includes design sign-off, Sample Approvals, Change Requests, shipping information, late-delivery reports, claims and complaints. Telegram, WhatsApp, Slack, ordinary email and other channels are not used for SMARTMERCH™ projects.

2.5 Other channels are not binding. A message, Approval, request, file or complaint sent through any other channel is not binding on either party until it is Submitted in the SPIN Inbox. All deadlines, timelines and claim windows run from the time of Submission in the SPIN Inbox.

2.6 Authoritative project record. The SPIN Inbox record for the Order, including timestamps, Approvals and files, is the authoritative record of the project. If it conflicts with any other record, the SPIN Inbox record prevails.

2.7 Access. The Client is responsible for adding the right people to the Order in the SPIN Inbox and for everything Submitted from its accounts. T&C Business §1 applies to account security.

2.8 Legal notices. Formal legal notices are the only exception. They are sent as set out in Clause 22.

2.9 SPIN terms also apply. By placing an Order, the Client accepts these T&C SMARTMERCH and also the following SPIN Legal Documents, which govern the Client's use of SPIN OS, Smart Tags and widgets:

• Terms & Conditions | Business
• Terms & Conditions | Users
• Terms & Conditions | Privacy
• Terms & Conditions | Cookies
• Terms & Conditions | TOKENTAG Plugin, where the Client runs a TOKENTAG™ game (see Clause 4.7)

2.10 Order of precedence. If there is a conflict, the order of precedence is: a signed written agreement with SPIN; these T&C SMARTMERCH, for SMARTMERCH™ Orders; the Terms & Conditions | Business; and the Terms & Conditions | Users, consistent with T&C Business §29. The Terms & Conditions | Privacy and Terms & Conditions | Cookies govern personal data and cookies.

3. SCOPE OF SERVICE

3.1 End-to-end orchestration. SPIN manages the full SMARTMERCH™ process, using its team, SPIN Agents and its Manufacturing Network. This includes:

• design adaptation of the Client's artwork and brief for production;
• Tech Packs and patterns;
• sourcing of materials, trims and packaging;
• selection of the manufacturer best suited to the item;
• sampling;
• Bulk Production;
• quality control;
• Smart Tag writing, programming and integration, and linking to SPIN OS;
• logistics, packing, and shipping documentation.

3.2 One point of contact. SPIN is the Client's single contracting party for the whole Order. SPIN chooses and manages the manufacturers and suppliers. The Client does not contract with them directly.

3.3 What is not included. Unless stated in the Quote, the scope does not include duties, import taxes, customs fees, Courier brokerage charges, insurance, storage at destination, on-site installation or distribution at events.

4. SMART PRODUCTS, SPIN OS AND WIDGETS

4.1 Powered by SPIN OS. SMARTMERCH™ products are powered by SPIN OS, SPIN's operating system for smart products. The Smart Tag or smart label in each product connects it to a digital experience managed in SPIN OS.

4.2 Widgets. The Client can add widgets to that digital experience, for example Spotify playlists, YouTube videos, games such as TOKENTAG™ (a SPIN-owned game, see Clause 4.7), web links, images and other content. The widgets available may change over time.

4.3 Third-party services. Widgets that use third-party services, such as Spotify or YouTube, are subject to those services' own terms and availability. SPIN is not responsible if a third-party service changes, restricts content or goes offline. TOKENTAG™ is owned by SPIN and is not a third-party service. T&C Business §22 also applies.

4.4 Client content. The Client must own or hold the rights to all content it adds to a widget, including music, video, images, links and text, and must keep that content lawful. SPIN may remove or disable content that breaks the law or the SPIN Legal Documents. T&C Business §19 to §21 also apply.

4.5 Updates after delivery. The Client can update widget content after delivery through SPIN OS. Widget updates are separate from the physical product and are not Change Requests. Changes to the physical product are handled only under Clauses 8 and 9.

4.6 SPIN terms. Use of SPIN OS, Smart Tags and widgets is governed by the SPIN Legal Documents listed in Clause 2.9, which the Client accepts by placing an Order.

4.7 TOKENTAG™ and digital tokens. TOKENTAG™ is an optional SPIN plugin, a game owned and operated by SPIN and run on SPIN OS. Where the Client runs a TOKENTAG™ game or another Digital Token campaign on SMARTMERCH™ products, the Terms & Conditions | TOKENTAG Plugin at https://spin.tf/terms/tokentag (including Part C for SMARTMERCH™ campaigns) apply and prevail over these terms for TOKENTAG™, including token funding, network fees, unclaimed tokens and custody. These terms otherwise apply.

4.8 Mandatory Digital Product Passport. Every SMARTMERCH™ item carries a mandatory Digital Product Passport ("DPP"), either a SPIN-native DPP or a third-party DPP connected to SPIN OS, in line with Module M4 (Digital Product Passports) of the Terms & Conditions | Business (https://spin.tf/terms/business).

• EU alignment. The DPP is designed to align with the timeline of the EU Ecodesign for Sustainable Products Regulation (ESPR). The delegated act for textiles and apparel is expected around 2027, with obligations applying after its transition period. These dates are not yet confirmed.
• Ahead of the legal obligation. SMARTMERCH™ issues the DPP for each item from day one, ahead of the legal obligation. SPIN will update the DPP's content and format to match the delegated act once it is adopted.
• Client product data. The Client must Submit the product data the DPP needs, such as materials, origin, care and recyclability information, in the SPIN Inbox by the deadlines in the project timeline. The Client is responsible for the accuracy of that data, as set out in Module M4 (Digital Product Passports) of the T&C Business. Missing or late DPP data may delay production and is treated as late client materials under Clause 9.7.

5. QUOTES AND ORDER FORMATION

5.1 Quotes. A Quote is valid for 30 days from issue unless stated otherwise. Prices and lead times in a Quote may change if the Client changes the brief or if the Quote expires.

5.2 Placing and confirming an Order. The Client places an Order by accepting a Quote in the SPIN Inbox and paying 100% of the Order price, covering design adaptation, production and logistics. The Order is confirmed only when SPIN has received that full payment in cleared funds. Order confirmation, the safe lead time and every date in the project timeline run only from receipt of full payment. Final designs are adapted and Approved after the Order is confirmed; changes to the brief after the Order is placed are Change Requests under Clause 8.

5.3 No refunds. Once an Order is confirmed, it cannot be cancelled and no refund is due, except as stated in Clause 13 (Quality and Claims).

5.4 No work before payment. SPIN starts no work on an Order, including design adaptation, Tech Packs, patterns, Samples, sourcing or production, until 100% of the Order price has been received in cleared funds. SMARTMERCH™ does not offer deposits, staged payments or payment in arrears.

6. TIMELINE AND DEADLINES

6.1 Safe lead time. The safe lead time is 2 months from Order confirmation to delivery. Shorter timelines are a rush request under Clause 6.5.

6.2 Client deadlines. SPIN will share a project timeline in the SPIN Inbox with deadlines for the Client's assets, information, feedback and Approvals. The Client must Submit each of these in the SPIN Inbox by its deadline.

6.3 Client delays move all dates. If the Client provides assets, information, feedback, payment or an Approval late, every later date in the timeline moves by at least the same number of days. Some delays may move dates further, for example when a manufacturer's production slot is lost.

6.4 Event dates. SPIN is not liable for a missed event, launch or in-hands date caused by a late Order, late payment, late Approval, a Change Request, or late or incomplete items from the Client Shipping Checklist.

6.5 Rush requests. SPIN may accept a rush request at its discretion. Rush requests carry a rush surcharge under Clause 9.8 and are handled on a best-efforts basis. A rush timeline is never guaranteed.

6.6 Estimates. Unless SPIN expressly guarantees a date in the SPIN Inbox or in a signed agreement, all dates are estimates.

7. SAMPLES AND APPROVAL

7.1 Two valid types of Sample. SPIN may provide a Photo Sample (front, back and side) or a Physical Sample. Both are equally valid for Approval of Bulk Production. SPIN decides which type is used unless the Quote states otherwise. Physical Samples and their shipping may be charged as stated in the Quote.

7.2 Approval in the SPIN Inbox. Bulk Production does not start until the Client's Sample Approval is Submitted in the SPIN Inbox. An Approval given through any other channel does not count until it is Submitted in the SPIN Inbox.

7.3 What Approval means. By Approving a Sample, the Client accepts the item as shown, including design details, construction, materials, colours within normal tolerance, finishes, label and Smart Tag placement, and sizing.

7.4 After Approval. Once a Sample is Approved:

• Bulk Production may begin;
• no refund is due; and
• no claim can be made for any feature, detail or characteristic that was visible in the Approved Sample.

7.5 Review carefully. The Client must review each Sample with everyone whose sign-off it needs before giving Approval. Feedback Submitted after Approval is treated as a Change Request.

7.6 AI quality-control check. From 26 October 2026, Sample photos for all items also go through SMARTMERCH™'s AI quality-control check, powered by SPIN Psi (SPIN's AI), for extra quality assurance. The AI quality-control check:

• supplements SPIN's human quality control and the Client's own Sample review, and does not replace either of them;
• can make mistakes, and may miss an issue or flag an issue that is not there; and
• does not widen any warranty, or SPIN's obligations under Clause 13 or any other clause.

The Client's Sample Approval, Submitted in the SPIN Inbox under Clauses 7.2 and 7.3, remains the binding acceptance of the item. Sample photos are processed under the Terms & Conditions | Privacy. Client photos are not used to train AI models unless the Client opts in by Submission in the SPIN Inbox. Use of SPIN Psi is governed by Module M1 (Psi AI) of the Terms & Conditions | Business (https://spin.tf/terms/business) and, for individual users, Module U1 (Psi AI) of the Terms & Conditions | Users (https://spin.tf/terms/users).

7.7 Orchestration by SPIN Psi. SMARTMERCH™ production, communication with suppliers and manufacturers, specifications and Tech Packs, and shipping are orchestrated by SPIN Psi, SPIN's physical AI, with oversight by the SMARTMERCH team. As with the AI quality-control check in Clause 7.6:

• SPIN Psi can make mistakes, and the SMARTMERCH team oversees its work;
• orchestration by SPIN Psi does not widen any warranty or SPIN's obligations under these T&C SMARTMERCH; and
• the Client's Approvals and Change Requests Submitted in the SPIN Inbox remain binding, and nothing SPIN Psi does replaces them.

Communications with suppliers, manufacturers and carriers are sent from the SMARTMERCH™ account on SPIN OS via SPIN Psi, as SPIN Inbox messages. They are identified as AI-assisted where the law requires and are recorded in the SPIN Inbox. The Client does not communicate with suppliers, manufacturers or carriers directly about an Order. All Client requests go through the SPIN Inbox to the SMARTMERCH team. SPIN shares tracking information with the Client in the SPIN Inbox, and the Client can track the shipment with the tracking number (Clause 12.1).

SPIN remains the Client's single contracting party under Clause 3.2. Use of SPIN Psi is governed by Module M1 (Psi AI) of the Terms & Conditions | Business (https://spin.tf/terms/business) and, for individual users, Module U1 (Psi AI) of the Terms & Conditions | Users (https://spin.tf/terms/users).

8. CHANGE REQUESTS AND LAST-MINUTE CHANGES

8.1 Changes are possible only if production allows. SPIN will try to accommodate Change Requests, but only if the production stage allows. Examples include extra washing or finishing treatments, extra badges or trims, extra quantities, and label or Smart Tag changes.

8.2 Submitted and quoted separately. Change Requests, including last-minute changes, must be Submitted in the SPIN Inbox. Each accepted Change Request is quoted separately in cost and time. The change is made only after the Client Approves the quote in the SPIN Inbox and pays it.

8.3 Timeline reset. A Change Request may reset the timeline, including a new Sample and a new Bulk Production slot.

8.4 Items already produced. Changes to items, labels, prints, Smart Tags or components already produced, printed or written are made at the Client's risk and cost. SPIN is not responsible for the look, quality or timing of reworked items.

8.5 Smart Tags. Smart Tags and SPIN OS are core to the value of SMARTMERCH™. Therefore:

• Smart Tags written in advance and destroyed or made unusable because of a Change Request are non-refundable; and
• removal of Smart Tags at the Client's request does not reduce the Order price, and any rework needed to remove them is charged as a Change Request.

8.6 Extra quantities. Extra quantities Submitted after Order confirmation are a new Order or a Change Request. They depend on materials and production capacity and may ship separately.

8.7 Acceptance by the SMARTMERCH team. Once an Order is confirmed and paid, any Change Request is subject to acceptance by the SMARTMERCH team and must be Submitted in the SPIN Inbox. SPIN may decline any change. There is no guarantee that a change can be made once production work has started. Until a change is accepted in the SPIN Inbox, the Order continues as originally confirmed. Accepted changes may carry extra costs and timeline shifts, including the surcharges in Clauses 9.7 to 9.9.

9. LATE ORDERS, LATE CHANGES AND GOODWILL

This clause applies alongside Clauses 6, 7, 8 and 11.

9.1 Late Orders. If an Order is confirmed with less than the safe lead time of 2 months before the Client's event or in-hands date, it is a rush request under Clause 6.5. SPIN is not liable if the date is missed.

9.2 Approval windows. The Client must Submit its feedback or Approval within 3 business days of each design, Tech Pack or Sample being posted in the SPIN Inbox. If it does not, every later date moves day for day under Clause 6.3. If no response is Submitted within 5 business days, after at least two reminders in the SPIN Inbox, SPIN may pause the Order and release the production slot, and a new timeline will apply.

9.3 Late changes and add-on orders. Late changes, such as extra washing or finishing treatments, extra badges or trims, and last-minute add-on orders or extra quantities, are Change Requests under Clause 8. They are accepted only if production allows, are quoted separately in cost and time, and may delay the whole Order.

9.4 Removing Smart Tags after production starts. If the Client asks to remove Smart Tags after production has started, including after labels have been printed or Smart Tags written, no credit or price reduction is given. All costs of removal, including rework, relabelling, wasted Smart Tags and delay, are paid by the Client.

9.5 Late Local Sourcing requests. A request for Local Sourcing after the Quote is issued requires a new Quote. Local Sourcing usually means higher cost, higher minimum order quantities (MOQ) and a lead time of 8–10 weeks from the new Order confirmation.

9.6 Goodwill only. Any refund, credit or discount SPIN offers outside these T&C SMARTMERCH is goodwill only, at SPIN's discretion. It is not an admission of liability and does not create a precedent for the same or any future Order.

9.7 Late client materials. If the Client is late providing materials that production depends on, such as print designs, artwork, logos, embroidery files, Pantone or colour references, size breakdowns, label and Smart Tag content, DPP product data under Clause 4.8, Approvals and similar items, every later date moves by at least the length of the delay. SPIN may charge a surcharge to recover the schedule, for example for expedited production, overtime or a rebooked production slot. Delivery dates are then no longer guaranteed. Materials count as provided only when they are Submitted in the SPIN Inbox, complete and ready for production.

9.8 Rush surcharge. Any urgent request, and any timeline shorter than the safe lead time of 2 months from Order confirmation, carries a rush surcharge. SPIN quotes the surcharge in the SPIN Inbox. The Client must Approve and pay it before the rush work goes ahead.

9.9 Faster shipping costs more. Shipping cost goes up as transit time goes down. Recovering a delay caused by the Client, or meeting a shorter deadline, may require express or priority shipping, for example DHL Express instead of economy, or splitting shipments. The Client pays the extra shipping cost, which SPIN quotes in the SPIN Inbox for the Client's Approval. If the Client does not Approve it, SPIN ships by the standard method and the delivery date moves.

10. ETHICAL MANUFACTURING AND MATERIALS

10.1 Our commitment. SPIN aims to make SMARTMERCH™ with better, more ethical manufacturers and materials. SPIN works with a vetted global Manufacturing Network in Italy, the USA and China. These are commitments and efforts, not guarantees of any certification or outcome unless stated in the Quote.

10.2 How we do it. SPIN's approach includes:

• Supplier vetting. SPIN reviews manufacturers before working with them, which may include factory visits, audits or review of third-party audit reports.
• Certified materials where available. SPIN prefers certified materials and mills where available and applicable, such as OEKO-TEX®, GOTS (Global Organic Textile Standard) and GRS (Global Recycled Standard). A certification is claimed for an item only when it is supported by documents from the supplier.
• Fair labour and safety. SPIN expects its manufacturers to meet fair labour, workplace safety and applicable legal standards, including no forced or child labour.
• Made to order. Small-batch, made-to-order production helps reduce overproduction and waste.
• Traceability. Smart Tags and product records in SPIN OS can help trace an item's origin, materials and production steps, where the data is available.
• Quality control. SPIN uses quality checkpoints at sampling, during production and before Dispatch.

10.3 Client claims. The Client must not make public sustainability or ethical claims about SMARTMERCH™ items beyond what SPIN has confirmed in the SPIN Inbox for that Order. T&C Business §18 and §21 also apply.

11. SHIPPING AND LOGISTICS

11.1 Managed by SPIN. SPIN manages logistics for each Order, either with a SPIN-managed Courier or on the Client's Courier account, as agreed in the Quote. In both cases, communication with the Courier is sent from the SMARTMERCH™ account on SPIN OS via SPIN Psi, as set out in Clause 7.7. The Client does not contact the Courier directly about a SMARTMERCH™ Order. SPIN shares tracking information with the Client in the SPIN Inbox, and the Client can track the shipment.

11.2 SPIN's responsibility. SPIN is responsible for:

• preparing and handing to the Courier (for example DHL, FedEx or UPS) the commercial invoice and all required shipping documents, including packing lists, customs and HS code documentation, and the tax or exemption forms provided by the Client; and
• handing the goods to the Courier properly packed for transport.

11.3 Client Shipping Checklist. The Client must Submit every item in the Client Shipping Checklist (Schedule A) in the SPIN Inbox by the deadlines stated there, at Order and at least 10 business days before Dispatch. Missing or late items delay shipment and customs clearance at the Client's risk and cost.

11.4 Risk passes on handover. Risk in the goods passes to the Client when the goods are handed to the Courier. After handover, the Courier and customs authorities are not SPIN's responsibility, including delays, loss, customs holds and damage in transit. SPIN shares tracking information with the Client and handles claims with the Courier on the Client's behalf, via SPIN Psi.

11.5 Duties and taxes. All duties, import taxes, VAT, customs fees and Courier brokerage charges are paid by the Client, unless the Quote states DDP. Under DAP, the Client is the duties and taxes payer and must pay these charges on arrival. These charges are set by customs authorities and Couriers and are unpredictable. Any estimate SPIN gives is for guidance only and is non-binding.

11.6 Insurance. Transit insurance is included only if stated in the Quote or requested in the Client Shipping Checklist and paid by the Client.

11.7 Title. Title to the goods passes to the Client on full payment and handover to the Courier.

12. LATE SHIPPING AND COURIER ETAs

12.1 ETAs come from the Courier. ETAs are provided by Couriers and are estimates. SPIN shares the tracking number and the Courier's ETA with the Client in the SPIN Inbox after Dispatch.

12.2 Late arrivals. If goods arrive later than the Courier's ETA, this is the Courier's responsibility. The Client must report any late arrival or ETA dispute in the SPIN Inbox, and SPIN escalates with the Courier on the Client's behalf via SPIN Psi.

12.3 No refunds for transit delays. No refund or credit is due for Courier delays, customs holds or other transit events after handover to the Courier.

12.4 Courier and customs queries. Courier queries are handled by SPIN via SPIN Psi from the SMARTMERCH™ account on SPIN OS (Clause 7.7). Where SPIN needs information from the Client, SPIN asks in the SPIN Inbox and the Client must answer there within 24 hours. If the Courier or a customs authority contacts the Client directly (for example because the Client is the importer or the duties and taxes payer), the Client must answer within 24 hours, must not change the shipment instructions, and must post a copy of the query and its answer in the SPIN Inbox. Delays caused by late answers are at the Client's risk and cost.

13. QUALITY AND CLAIMS

13.1 Inspection window. The Client must inspect the goods and Submit any claim or complaint in the SPIN Inbox within 7 days of delivery. Claims must include photo evidence, the Order reference and the affected quantity. A claim sent through any other channel is not valid until it is Submitted in the SPIN Inbox within the same 7 days.

13.2 What counts as a defect. A claim may be made only for a genuine manufacturing defect that was not visible in the Approved Sample, or for a quantity shortfall against the packing list.

13.3 Normal tolerances. Normal industry tolerances apply and are not defects. These include small variations in colour between dye lots, screens or materials; in measurements of ±3% or ±2 cm, whichever is greater; and in embroidery, print placement and finish. Made-to-order items may vary slightly from piece to piece.

13.4 Remedy. For a valid claim, SPIN will, at its option, repair, replace or give a partial credit for the affected items. This is the Client's only remedy for defects.

13.5 Late claims. Claims Submitted after the inspection window, or for items that have been washed, altered, used or distributed, are not accepted, unless mandatory law requires otherwise.

14. PAYMENTS

14.1 100% upfront. The full Order price is payable when the Order is placed. SPIN starts no work (design adaptation, Tech Packs, patterns, Samples, sourcing or production) until full payment has been received in cleared funds. Order confirmation and every timeline start only from receipt of full payment. SMARTMERCH™ Orders are not available on deposit, staged-payment or payment-in-arrears terms.

14.2 Change Requests and surcharges. Accepted Change Requests (Clause 8.7) and any rush, late-materials or faster-shipping surcharges (Clauses 9.7 to 9.9) are quoted separately and payable in full, in cleared funds, before the related work is done.

14.3 Duties and taxes. Duties, taxes, customs fees and Courier brokerage are not part of the Order price and are paid by the Client as set out in Clause 11.5.

14.4 Taxes. Prices exclude taxes, duties and customs charges unless the Quote expressly states otherwise. T&C Business §2 also applies.

14.5 Payment details. Accepted payment methods: bank transfer, card and approved digital assets (stablecoins such as USDC). Bank charges and currency conversion costs are paid by the Client.

15. CANCELLATION

15.1 After confirmation. An Order cannot be cancelled and no refund is due after Order confirmation. Any refund SPIN chooses to give is goodwill only under Clause 9.6.

15.2 Before confirmation. The Client may withdraw an accepted Quote before full payment is received by Submitting a withdrawal in the SPIN Inbox. Because SPIN starts no work before full payment, nothing is payable on withdrawal before payment.

16. INTELLECTUAL PROPERTY

16.1 Client materials. The Client warrants that it owns or has the right to use all logos, artwork, designs, trademarks and other materials it provides, and that their use by SPIN and its manufacturers will not infringe anyone's rights. T&C Business §20 and §26 apply.

16.2 Showcasing. SPIN may show the Client's SMARTMERCH™ items in its portfolio, case studies or marketing only with the Client's prior consent, Submitted in the SPIN Inbox or given in a signed agreement.

16.3 SPIN technology. SPIN OS, Smart Tag technology, SPIN Agents, product records and data structures, and SPIN's tools, templates, pipelines and know-how remain SPIN's property. Smart Tag use and data handling are governed by T&C Business §7 and §17.

16.4 Tech Packs and patterns. Unless agreed otherwise in a signed agreement, Tech Packs, patterns and production files created by SPIN remain SPIN's property. The Client owns its original artwork and brand assets.

17. AUTHENTICITY, OWNERSHIP & MEMORIES (SMARTMERCH™ + SPIN)

17.1 Digital authenticity and ownership records. Each SMARTMERCH™ smart product can carry a digital authenticity record and a digital ownership record in SPIN OS, linked to its Smart Tag. Holders can use these records to verify that the product is genuine and to claim or transfer ownership of it under the SPIN Legal Documents listed in Clause 2.9. No personal data is written to public blockchains.

17.2 Memories. Owners or holders of a SMARTMERCH™ product can attach memories to it, such as photos, videos, messages, voice notes and similar content ("Memories").

17.3 Memory content rules. Memories must not include:

• illegal content;
• hateful or harassing content;
• sexual or exploitative content;
• content that sexualises, exploits or endangers minors;
• violent or graphic content;
• content that infringes anyone's intellectual property or other rights;
• personal data of other people without their consent; or
• malware, phishing or scam links.

17.4 Removal and suspension. SPIN, including through SMARTMERCH™, may remove any Memory that breaks Clause 17.3 or the SPIN Legal Documents, and may suspend Memory, ownership or other features for the product or account concerned.

17.5 Reports. Reports of Memories that break Clause 17.3 are made through the SPIN Inbox.

17.6 Ownership of Memories. Users own, and are responsible for, the Memories they attach. They grant SPIN only a licence to host and display those Memories in order to provide the features in this Clause 17.

17.7 Ownership transfers. When ownership of a product is transferred, the new owner sees only the Memories marked as shareable. Private Memories stay with the previous owner or are removed, according to the previous owner's privacy settings.

17.8 End customers. The Client acknowledges that end customers accept the Terms & Conditions | Users when they use the features in this Clause 17.

18. LIMITATION OF LIABILITY

18.1 Cap. For SMARTMERCH™ Orders, SPIN's total liability for any Order is limited to the amount the Client paid for the affected Order.

18.2 No consequential damages. SPIN is not liable for indirect, incidental, consequential, special or punitive damages, including lost profits, lost revenue, missed events, reputational harm or business interruption.

18.3 Exceptions. These limits do not apply where liability cannot legally be limited, including willful misconduct, gross negligence or non-waivable statutory obligations, consistent with T&C Business §25.

19. FORCE MAJEURE

19.1 Force Majeure Events. SPIN is not liable for delay or failure to perform caused by events beyond its reasonable control, as described in T&C Business §27 ("Force Majeure Events"). For SMARTMERCH™, Force Majeure Events expressly include:

• disruption, closure or failure at suppliers, manufacturers or factories, including in the Manufacturing Network;
• Courier and carrier failures, and delays, holds and closures at ports, airports, borders and customs;
• shortages of raw materials, Smart Tags, chips and other components, and other supply-chain and material shortages;
• sanctions, export controls, tariffs and other trade restrictions;
• epidemics;
• government action;
• strikes;
• extreme weather; and
• outages of SPIN OS, SPIN Psi, SPIN Inbox, cloud hosting, payment providers or blockchain networks that are outside SPIN's reasonable control, including cyberattacks that occur despite reasonable security measures.

19.2 Notice. SPIN will notify the Client in the SPIN Inbox as soon as reasonably practicable after becoming aware of a Force Majeure Event that affects an Order, and will keep the Client informed in the SPIN Inbox while the event lasts.

19.3 Mitigation. SPIN will use commercially reasonable efforts to mitigate the effects of a Force Majeure Event and to resume work as soon as reasonably possible.

19.4 Timeline extension. All dates for the affected Order move by a period equal to the delay caused by the Force Majeure Event. If the Client asks SPIN to recover lost time, for example through rush work or faster shipping, Clauses 9.8 and 9.9 apply.

19.5 Prolonged events. If a Force Majeure Event prevents performance of an Order for more than 60 consecutive days, either party may terminate the affected Order by legal notice under Clause 22.2, with a copy Submitted in the SPIN Inbox.

19.6 Payment for work already done. A Force Majeure Event does not excuse payment obligations for work already done. If an Order is terminated under Clause 19.5, SPIN may retain, from the amount paid, the price of work already done and costs already incurred, such as design adaptation, Tech Packs, patterns, Samples, materials and Smart Tags. The unused prepaid balance for work not yet started is refunded or credited, at the Client's choice, less costs already incurred.

19.7 Liability. Clause 18 continues to apply to any Order affected by a Force Majeure Event.

20. ENTIRE AGREEMENT AND APPLICATION

20.1 These T&C SMARTMERCH, the T&C Business, the Quote, any Invoice and the Approvals and Change Requests recorded in the SPIN Inbox form the entire agreement for each SMARTMERCH™ Order.

20.2 These T&C SMARTMERCH apply to every SMARTMERCH™ Quote and Invoice.

20.3 If a provision is invalid, the rest remains in force, as set out in T&C Business §29.

21. GOVERNING LAW AND JURISDICTION

21.1 These T&C SMARTMERCH are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles.

21.2 Jurisdiction and venue are as set out in T&C Business §30: the state and federal courts located in Delaware, USA, except where mandatory law requires otherwise.

22. NOTICES

22.1 Project communications. All operational communications about an Order go through the SPIN Inbox only, as set out in Clause 2.

22.2 Formal legal notices. Formal legal notices only, such as notices of breach, dispute or termination, must be sent to legal@spinfrequency.com or to the company address above. A legal notice does not replace an Approval, Change Request, shipping item or claim, which must still be Submitted in the SPIN Inbox. T&C Business §31 also applies.

SCHEDULE A — CLIENT SHIPPING CHECKLIST

The Client must Submit the items below in the SPIN Inbox to ensure smooth shipping and customs clearance. Items sent through any other channel do not count until Submitted in the SPIN Inbox. Missing or late items delay shipment and clearance at the Client's risk and cost, and move all dates under Clause 6.3.

INVOICE / QUOTE FOOTER

For use at the bottom of every SMARTMERCH™ Quote and Invoice:

This Quote/Invoice is issued by Smart Products Infrastructure Network, Inc., DBA SPIN, and is subject to the Terms & Conditions | SMARTMERCH™ (https://smartmerch.ai/terms/general) and the SPIN terms at spin.tf/terms/business, /users, /privacy and /cookies, all accepted by placing an Order. Products are powered by SPIN OS.
Payment is 100% upfront when the Order is placed. An Order is confirmed, and work and all timelines start, only on receipt of full payment in cleared funds. No cancellations or refunds after confirmation.
All communications, Approvals, Change Requests, shipping data and claims must be submitted in the SPIN Inbox; nothing sent elsewhere is binding until submitted there.
Safe lead time: 2 months from Order to delivery. Client delays move all dates day for day; late materials and rush requests carry surcharges, and faster shipping costs more and is paid by the Client. Bulk Production starts only after Sample Approval (photo or physical) in the SPIN Inbox.
Shipping: DAP unless DDP is quoted. Risk passes on handover to the Courier. All duties, taxes and brokerage are paid by the Client; estimates are non-binding. Schedule A is due at Order and at least 10 business days before Dispatch.
Change Requests are quoted separately; Smart Tag removal does not reduce the price. Defect claims within 7 days of delivery in the SPIN Inbox, with photos. Liability capped at the amount paid for the Order. Prices exclude taxes. Governed by Delaware law.

SPIN LEGAL DOCUMENTS

These SPIN Legal Documents apply alongside these T&C SMARTMERCH (see Clause 2.9):

• Terms & Conditions | Business: https://spin.tf/terms/business
• Terms & Conditions | Users: https://spin.tf/terms/users
• Terms & Conditions | Privacy: https://spin.tf/terms/privacy
• Terms & Conditions | Cookies: https://spin.tf/terms/cookies

CONTACT

Smart Products Infrastructure Network, Inc.
1111B South Governors Ave STE 25387
Dover, Delaware - DE 19904, US
EIN: 30-1430692

Company Website: spinfrequency.com
Service Domain: spin.tf
Support: support@spinfrequency.com
Legal Notices: legal@spinfrequency.com
Project communications: SPIN Inbox only