OUR POLICY

Recommendation

We strongly encourage you to carefully read these Terms of Service before using any part of the website or placing any orders for products or services. If you do not agree with any of the terms, please discontinue your use of the services immediately.

In the event that these Terms are considered an offer, your continued access to and use of the website shall constitute your full acceptance of all commitments, rights, and obligations set forth herein.

Purpose and Scope of Application
The following terms and conditions contain important information regarding your rights and obligations as a customer, as well as the conditions, limitations, and exceptions that apply when using the products and services provided by FlashPOD Logistics, LLC.

These Terms include provisions for arbitration procedures applicable to international customers.

By using our services or placing an order for our products, you acknowledge that you have read, understood, and agreed to all the terms, including obligations regarding indemnification, limitation of liability, governing law, and other legal provisions.

Terms of Use

By placing an order or using any product or service on this website, you hereby confirm that:

• You are of legal age to enter into a binding contract.
• You agree to comply with all applicable terms and conditions.

You are not permitted to place an order, register, or use any of our services if:

• You do not agree with these Terms.
• You are under 18 years of age or below the age of majority as defined by the applicable local laws.
• You are prohibited by law from accessing or using the website or services.
• You intentionally distribute viruses, malware, or any other harmful software that may compromise or damage the system.

LEGAL EFFECT OF THE AGREEMENT

These Terms (“Terms”) constitute a legally binding agreement between you (“Customer”) and FlashPOD Logistics, LLC, a limited liability company incorporated in the State of Texas, United States, with its registered address at 1303 E Arapaho Rd #100, Richardson, TX 75081.

FlashPOD reserves the right, at its sole discretion, to modify, update, or amend these Terms at any time without prior written notice. Any modifications shall become effective as of the latest revision date indicated at the top of this document. It is your responsibility to review and stay updated on any changes. Your continued use of our services after any updates are published shall constitute your acceptance of those changes.

This Agreement forms an integral part of all other terms, conditions, and policies published on the website. In the event of any conflict, the provisions in this document shall take precedence. The Agreement becomes effective as of the date you accept these Terms.

1. ENGAGEMENT OF SERVICES

1.1. Engagement. Customer hereby retains FlashPOD to provide the Services as reasonably requested by Customer and as agreed upon by FlashPOD from time to time, contingent upon Customer’s payment of the fees set forth therein, FlashPOD agrees to provide such Services. 

1.2. Additional/Modified Services. If at any time Customer should desire a change in the scope of Services, Customer shall submit to FlashPOD a written proposal specifying the desired changes. FlashPOD shall submit to Customer a written response to each such proposal within five (5) working days following receipt thereof. FlashPOD’s written response shall include a statement of FlashPOD’s availability, as well as any impact the proposed changes will have on the contract price and delivery dates. 

2. FEES, EXPENSES & PAYMENT

2.1. Price List Fees. For all Services performed pursuant to these Terms or other requests for Services that reference this Agreement, Customer shall pay FlashPOD in accordance with the most current Price List. All payments shall be in United States Dollars. FlashPOD shall invoice weekly, where a week is all orders shipped midnight to midnight Sunday through Saturday.

2.2. Payment Due Date. All payments for invoices shall be due within seven (7) days of invoice.

2.3. Disputes. If either of the Parties has a bona fide dispute in respect of the whole or any part of any invoice then the disputing Party shall notify the other Party in writing within fourteen (14) days following submission of the invoice by FlashPOD, giving all relevant details of the disputed invoice. Customer shall pay the invoice for the undisputed amount and the Parties shall use commercially reasonable endeavors to resolve any such dispute for the other amounts within fourteen (14) days following notice thereof. Upon resolution of the dispute, Customer shall pay any amounts determined or agreed to be payable to FlashPOD within fourteen (14) days. The Parties agree that failure to dispute any invoice within fourteen (14) days following submission of such invoice by FlashPOD shall be deemed to waive any later dispute regarding any such matters set forth therein. 

2.4. Refunds and Taxes. Except as explicitly stated otherwise in this Agreement, all payments made pursuant to this Agreement are non-refundable. Unless Customer provides FlashPOD with a valid tax exemption or direct pay certificate upon execution of this Agreement, Customer is responsible for all taxes, duties, and customs fees which may be assessed on the amounts paid for Products provided and Services performed hereunder, excluding taxes based on FlashPOD’s income or payroll. The Parties agree such responsibility shall survive the termination or expiration of this Agreement. The prices set forth on each Price List are exclusive of applicable taxes. 

2.5. Late Payments. Customer shall pay the lesser of eighteen percent (18%) annual interest or the highest interest rate allowable under applicable laws for all undisputed invoiced amounts not paid within fourteen (14) days following FlashPOD’s delivery of an invoice.

3. RESPONSIBILITIES

3.1. FlashPOD Responsibilities. FlashPOD shall:

3.1.1. Perform the Services in compliance with all applicable laws; and

3.1.2. Perform the Services in a skilled and workmanlike manner in accordance with recognized industry standards.

3.2. Customer Responsibilities. Customer shall:

3.2.1. Respond promptly to any FlashPOD request(s) to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for FlashPOD to perform the Services in accordance with the requirements of this Agreement; and

3.2.2. Provide such Customer materials or information as FlashPOD may request in order to carry out the Services in a timely manner and ensure that the materials or information are complete and accurate in all material respects. Customer specifically understands and agrees that Customer must own or hold a valid license to use any and all Intellectual Property Rights necessary for FlashPOD to perform the requested Services hereunder, and Customer agrees not to submit any requests for FlashPOD’s Services unless and until Customer possesses such rights.

4. AUTOMATED ORDERING

4.1. Interface. If and to the extent mutually agreed upon by the Parties, at any time following the Effective Date, the Parties may work together, acting reasonably and in good faith, to develop, test, and implement an interface between the Customer’s systems and FlashPOD’s systems (the “Interface”), such Interface to be used by the Customer for the purpose of submitting Orders to FlashPOD, submitting Order modifications or cancellation requests, checking order status, or checking stock levels.

4.2. License. If FlashPOD provides an Interface, FlashPOD hereby grants to Customer, for the term of this Agreement, a non-exclusive, non-sublicensable, non-transferable, limited license to use, copy, and make derivatives of the Interface solely for the purpose of configuring its own computer systems to be capable of using the Interface and for submitting said orders through the Interface. If Customer provides an Interface, Customer hereby grants to FlashPOD, for the term of this Agreement, a non-exclusive, non-sublicensable, non-transferable, limited license to use, copy, and make derivatives of the Interface solely for the purpose of configuring its own computer systems to be capable of using the Interface and for submitting said orders through the Interface.

5. QUALITY ASSURANCE

5.1 General Guaranty. FlashPOD ensures that all Services are performed and Products are manufactured professionally, following proper technical and industry standards. However, products may still be damaged or lost during production or shipping. FlashPOD does not warrant or guarantee against damages from normal wear and tear, shipping, handling by third parties, or misuse. The Customer agrees that FlashPOD is not liable for any indirect, consequential, incidental, or unforeseen damages, including natural disasters. Risk of loss or damage to Products remains with FlashPOD only until the order is handed over to the shipping carrier at FlashPOD’s warehouse. Any loss or damage after this point is the responsibility of the recipient or carrier.

5.2. Subcontracting. FlashPOD is solely responsible for the performance of all obligations herein, including without limitation the provisioning of the Services, production of the Products, and fulfillment of all Orders. Notwithstanding the foregoing, the Parties understand and agree FlashPOD may use subcontractors and/or third-parties as required for FlashPOD to fulfill its obligations hereunder. 

5.3. Claims. Customer shall have thirty (30) days from receipt of any Product to notify FlashPOD of any issues, claims, or defects relating to such Product, or of any matter covered by FlashPOD’s warranty herein. Failure to timely notify FlashPOD in writing regarding any such issue, claim, or defect shall be deemed a waiver of such issue, claim or defect and the Product shall be considered accepted ‘as is.’ Notwithstanding the foregoing, in the event Customer notifies FlashPOD in writing within thirty (30) days following receipt of any Product of any problems, issues, claims, or defects, the Parties agree to work together in good faith to resolve such issues and FlashPOD shall have the sole option to either reperform such Services until the Products are free from such issue OR refund such amounts paid specifically for any such items timely notified to FlashPOD in writing with any such issues. 

5.4. Error Process. Customer agrees to timely provide FlashPOD with sufficient information to assess any weekly Order issues, including, but not limited to: (a) the relevant Order number; or (b) photographic or empirical customer evidence of the problem, defect, or error.

6. INTELLECTUAL PROPERTY

6.1. Background IP. As between the Parties, the rights to all Intellectual Property Rights owned or licensed by a Party prior to the Effective Date (the “Background IP”) shall remain with that Party and/or its licensors and nothing contained herein shall be construed to assign such Background IP to the other Party.

6.2. License Grant. Customer hereby grants to FlashPOD a license to use Customer Background IP, the Designs provided by Customer to FlashPOD, and any Intellectual Property Rights in and to the Designs (together, the “Licensed IP”), solely to the extent required for FlashPOD to perform its obligations pursuant to this Agreement. Customer represents and warrants that FlashPOD’s use of the Licensed IP shall not infringe or otherwise violate the Intellectual Property Rights of any third party and Customer agrees Customer has full right, license, and authority to use such Licensed IP. Customer agrees and understands that FlashPOD would not agree to perform its Services hereunder unless Customer had such rights. 

6.3. Moral and Publicity Rights. Customer shall obtain waivers of all moral, likeness, and/or publicity rights of third parties that are necessary for FlashPOD to perform the Services for Customer pursuant to this Agreement prior to submission of any Order to FlashPOD that involves such rights.

6.4. Promotion. Customer and FlashPOD agree to only display the other Party’s trademarks (subject to the terms and conditions of Customer’s and FlashPOD’s standard trademark usage guidelines) as communicated to the other Party solely for purposes of reference and acknowledgement of the business relationship between Customer and FlashPOD if agreed to in advance in writing. Such use shall not grant any right or title by FlashPOD to Customer’s trademarks, and all goodwill generated in Customer’s trademarks shall inure to the Customer’s benefit.