Terms of Service
Last updated: February 2024
Please read these Terms and Conditions ("Terms") carefully before using our website ("the Site") and any services provided by ("the Company") Isom Sourcing LLC.
These Pricing Plans and Product Quotes (defined below) Terms of Service (the “Agreement”) are hereby entered into by and between Isom Sourcing LLC (“Company”) and you for the provision of the services related to Company’s Pricing Plans (the “Services”) described herein. Any supplement or change order entered into between or otherwise adopted by the Parties is incorporated herein and shall form part of this Agreement and govern the provision of all such Services. This Agreement shall commence on the date accepted by the Parties (the “Effective Date”) and shall continue until terminated in accordance with Section 11 (the “Term”). You and Company are referred to individually as a “Party” and collectively as the “Parties.”
1. Description of Services and Fees
1. Pricing Plans and Product Quotes
a. Company has created pricing plans and services from selected factories within Company’s network (each a “Factory”). These pricing plans shall be referred to as Pricing Plans (Platinum or Standard) or "Platinum" or "Standard".
b. Company will provide Product Quote that are exclusive to the Company's network and will be valid for a period of 10 days. After 10 days, if payment has not made in the form of a deposit as outline in the Product Quote or the full payment the Product Quote will be void and pricing will be subject to change.
2. Service Fee and Product Quote
Upon receipt of payment of a service fee (the “Service Fee”), Company shall provide you with access to high-level information related to factory pricing and contracts. Upon receipt of Payment for a Product Quote, Company shall initiate production with the Factory of the final approved product design by both Parties.
3. Review Period
You will have (10) days to review the Product Quote and decide whether to proceed (the “Review Period”). If you do not pay the deposit or the full payment of the Product Quote during the Review Period, then (1) the Product Quote will need to be reconfirmed and a new Product Quote shall need to be submitted. The new Product Quote price is then subject to change. If you choose to accept the Product Quote, then (A) you must provide Company with written notice of your acceptance during the Review Period, and (B) you agree to pay Company a service fee (the “Service Fee”) if applicable to Pricing Plan (Standard) in exchange for access to the product described in the Product Quote (the “Product”) in an amount equal to a one-time fee of $2,999.00. The amount of the Service Fee will be defined in the Product Quote. The Service Fee shall apply solely to your Pricing Plan, and shall not apply to any Product production costs. You also agree to pay the deposit or the full payment of the Product Quote to begin production.
4. Sample Orders and Production
You will have thirty (30) days from receiving the Product Quote to (1) place a sample order for the Product. If you fail to act in accordance with option (1) in the preceding sentence, then the Product Quote will become void and product pricing will be subject to change.
5. Retraction of Product Quote
a. Failure to Pay Additional Design Modification Fees
Any modifications to the Product design after the Product production as started will be subject to additional fees, which shall be provided to you in a separate proposal. Your failure to pay the additional fees for your requested Product design modifications upon receipt of invoice shall result in the Product production being put on hold until the additional fees are paid.
2. Payment of Fees
You agree that any and all fees set forth herein shall be due upon your receipt of an invoice for those Services performed by Company in accordance with this Agreement. You agree to pay all Product sampling, molding, tooling and other similar costs and expenses to Isom Sourcing LLC. All undisputed amounts invoiced to you that remain unpaid after thirty (30) days shall accrue interest at a rate of five percent (5%) per month until paid. Itemized invoices shall be e-mailed to the address associated with your account. Failure to timely pay any amount properly invoiced shall result in the termination of your Services.
3. Warranties
Company represents and warrants that: (a) it has the right and authority to enter into and perform the Services contemplated by this Agreement; (b) there shall be no material decrease in the Services during the Term; and (c) the Services shall be performed in a workmanlike manner in conformance with generally accepted industry standards. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.
4. Indemnification
You agree to release, defend, indemnify and hold Company, its affiliates, and its and their owners, members, managers, shareholders, directors, officers, employees, agents, and contractors harmless from and against any and all losses, damages, liabilities, penalties, claims and judgements of any kind or character arising either directly or indirectly from the performance (or nonperformance) of the Services, except where such claims are caused solely by the gross negligence or willful misconduct of Company or Company’s breach of Section 3.
5. Limitation of Liability
Except for your indemnification obligations under Section 4, or breach of Section 7 or Section 8, no Party to this Agreement shall be liable to the other Party for any indirect, special, consequential, or punitive damages resulting either directly or indirectly from the performance (or non-performance) of the Services. Notwithstanding anything to the contrary in this Agreement, Company’s liability under this Agreement is limited to the amount you have actually paid for the Services.
6. Amendments to Terms
This Agreement may only be amended by a written amendment signed by authorized representatives of the Parties.
7. Proprietary Information
Neither Party shall be entitled to use the other Party’s operational, technical, business and/or financial information (collectively, “Proprietary Information”) except to the extent its use is required for the performance of the Services; and neither Party shall disclose any Proprietary Information or details of the Services to any third party, except to the extent that such disclosure is required to perform the Services and the third party agrees to keep such Proprietary Information confidential. All specifications, designs and technical data, reports, blueprints, drawings, schematics, patterns, tooling prototypes, any products produced but not delivered, etc. (the “Service Documents”) prepared by Company or on behalf of Company as a result of its Services shall be your property and shall be released to you upon: (i) the completion of the Services; and (ii) timely payment of all fees due hereunder. Service Documents shall not include any information, procedures, know-how, technology or other intellectual property owned or created by Company prior to the effective date of this Agreement or otherwise developed by Company independent of the Services. All Service Documents and any other information or materials, whether or not furnished by you, not already in the public domain shall remain your Proprietary Information and shall not be disclosed to any third party without your prior written consent. Notwithstanding anything herein to the contrary, you acknowledge and hereby consent to the use by Company of all non-Proprietary Information. Such non-Proprietary Information shall not be considered “Work for Hire” under applicable U.S. Copyright Laws.
8. Non-circumvention
All Product Quotes are exclusive to the Isom Sourcing LLC (as defined in Section 1(b). You agree that during the Term and for one (1) year thereafter (the “Period”): You will not directly or indirectly employ, hire, contract or otherwise engage, solicit, or recommend any factory on any Product Quote that has been provided to you under this Agreement. The actual damages that would be sustained by Company as a result of breaching this Section 8 are uncertain and difficult to ascertain. Therefore, you agree that, in the event of such a breach, (x) you shall, immediately upon written demand, pay Company fifty thousand and No/100 dollars ($50,000.00), in addition to any legal costs and expenses necessary to enforce this Section 8, as liquidated damages for such breach, and (y) you will lose access to the Company site, and the Product production will be canceled. You acknowledge that this sum is a reasonable approximation of the damages likely to result from the breach and represents liquidated damages rather than a penalty for such breach.
9. Non-solicitation
During the Term of this Agreement, and continuing for the Period, you shall not, either directly or directly recruit, engage, or otherwise solicit for employment any person employed by Company, whether or not they participated in the performance of Services. Nothing in this Section 9 shall prohibit a Company employee from responding to public employment announcements, posting or advertisements, provided such response has not been prompted by you to intentionally circumvent this Section 9.
10. Independent Contractor
Company shall be an independent contractor with respect to the Services.
11. Term and Termination
You may stop using the Services at any time; provided, however, that your non-use will have no impact on any rights or obligations that accrue prior to such discontinuance.
12. Rebates and Kickbacks
No Party or affiliate thereof, shall pay any illegal or otherwise improper commission, rebate, fee, or other remuneration to any employee, representative or agent of the other Party, in connection with the Services.
13. Import/Export Compliance
Each Party shall comply with all applicable import, export laws and regulations, including, without limitation, those of the Export Administration Regulations of the U.S. Department of Commerce, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.
14. Waiver
If Company does not act in the event you fail to comply with this Agreement, such inaction on the part of Company shall not be construed as a waiver of such breach and all rights of Company pursuant to this Agreement shall remain in full force and effect.
15. Applicable Law
THESE TERMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF UTAH, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PROVISIONS. Any judicial proceeding brought hereunder shall be brought exclusively in Utah County, Utah. Each Party hereby consents to the jurisdiction of such court and waives any defense or objection to such jurisdiction and/or venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
16. Entire Agreement
This Agreement is the entire agreement between the Parties and supersedes all prior and contemporaneous negotiations, understandings, and amendments between the Parties concerning the performance of the Services.
