This Brand Services Agreement (the “Agreement”) is entered into by and between 19th Amendment Co., a Delaware Corporation at 1397 2nd Avenue Suite 124, New York, NY 10021 USA (“N.A.bld”, “Platform” or “we”), and the person or person on behalf of an entity agreeing to this Agreement (“Brand” or “you”). This Agreement is effective as of the date you click the “Accept” button upon sign up (or any similar button or link as may be designated by N.A.bld to show your acceptance of this Agreement). By accepting this Agreement, you represent and warrant that you have read and understand this Agreement. Also, if you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal power and authority to bind your employer or the applicable entity to this Agreement; and (ii) your acceptance of this Agreement binds you and your employer or the other entity, as applicable, to this Agreement. Acceptance of this Agreement is required before you make submissions to the Platform, and your submissions to the Platform also indicate your acceptance of this Agreement. If you do not agree to all the terms and conditions of this Agreement, or if you do not have the legal authority to bind your employer or the applicable entity, click the “I do not accept” button below and do not upload or provide any submissions to the Platform or to a N.A.bld agent.
For good and valuable consideration, receipt of which is hereby acknowledged, N.A.bld and Brand, intending to be legally bound hereby, agree to the following:
1. DESCRIPTION OF SERVICES. N.A.bld will provide one of three Packages to Brand the service described below (collectively, the “Services.”)
N.A.bld agrees to provide Brand with following services:
Starter BundleCapsule BundleCollection BundleOne productUp to three materialsOne year of Production Plan Up to five productsUp to ten materialsOne year of Production Plan Up to ten productsUp to thirty materialsOne year of Production Plan
Each bundle include the following services in quantities aligned with each bundle as outlined above: Labor cost to digitize tech packs, one per product, into the N.A.bld Production Management system on behalf of BrandLabor to source materials for product(s)Labor to pattern based on approved flat specifications, sketches and inspiration images as provided by BrandLabor to create muslin or like fabric fit sample with one round of changes for adjusting fit as deemed necessary by BrandLabor to create Techpack details such as computer drawn technical drawings, stitching details and cutter's listsLabor to digitize and grade patterns up to five sizes. Any extended sizing to grade is an additional fee. Digitized files will be emailed back to Brand and uploaded into the product’s corresponding Techpack on the N.A.bld platform. Printing and shipment of printed patterns up to five sizes. Any additional printing is an additional fee.
Any materials sent for inspiration in development of products will be shipped back to Brand along with the original patterns. Brand will be invoiced for shipping charges if return label not included. Any additional materials or rounds of revisions requested by the Brand will be billed to the Brand on a per unit basis.
By signing this agreement, I acknowledge that: I am responsible for approving the fit of the initial sample which will inform my grading.I am responsible for all shipping costs which will be invoiced separately.I am responsible for providing the grade rules. If I do not have grade rules, I will confirm the use of N.A.bld grade rules.N.A.bld is not liable for damage done to patterns or samples in transit.If I have any fit or inspiration items, I must provide the samples to N.A.bld prior to work being started by shipping to:
N.A.bld / Nineteenth Amendment ℅ Amanda Curtis484 Massachusetts Ave#1Boston MA 02118USAI am responsible for timely decision making in regards to products and communication within 24 business hours (as defined as 9:00 am - 5:00 PM EST) for all correspondence between me and N.A.bld. I do not hold N.A.bld liable for delays or issues caused by my unresponsiveness or indecisiveness.I am the sole owner of my designs and any work product created by N.A.bld on my behalf as listed in this contract.I understand that I am responsible for any brand artwork related to label development or other graphic work.I understand that the cost does of the Packages does not include the cost of materials, any swatches requested, and shipping and these costs will be invoiced separately and are due upon receipt.
2. PAYMENT. Payment shall be made via Stripe to 19th Amendment Co., 1397 2nd Avenue, Suite #124, New York NY 10021, in the amount specified in item 1 for the corresponding services package due upon signing. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 10 percent per month of the maximum percentage allowed under applicable New York Laws, whichever is less.
3. TERM. The Services Contract will terminate automatically upon completion by N.A.bld of Services required by this Contract with platform access for up to one year after start of services.
4. WARRANTY. N.A.bld shall provide its services and meet its obligation under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in N.A.bld’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to N.A.bld on similar projects.
5. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
5a. The failure to make a required payment when due.
5b. The failure to provide business critical information in a timely manner when asked of Brand.
5c. The failure of Brand to remain in good standing as relates to Brand Terms and Conditions on NAbld.com and NineteenthAmendment.com.
5d. The insolvency or bankruptcy of either party.
5e. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.
5f. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
6. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in automatic termination of contract.
7. FORCE MAJEURE. If performance of this Contract of any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligation gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term For Majeure shall include, without limitation, acts of God, fire, explosion, flooding, vandalism, storm, or other similar occurrence, order or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strike, lock-outs, work stoppages, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
8. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
9. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
10. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of New York.
11. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
12. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
13. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
14. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
16. The above preamble and recitals are incorporated herein by reference and form a substantive part of this Agreement.
N.A.bld reserves the right, in its sole discretion, to change the Terms under which www.nabld.com is offered. The most current version of the Terms will supersede all previous versions. N.A.bld encourages you to periodically review the Terms to stay informed of our updates. N.A.bld welcomes your questions or comments regarding the Terms via mail at the following mailing address:
19th Amendment Co.
1397 2nd Avenue
New York, NY 10021 USA
Email Address: firstname.lastname@example.org
Telephone Number: +1-844-673-7019