Incorporated by reference into all Agreements, Invoices, and Terms of Sale

Effective Date: April 19, 2026  

AGREEMENT UPON PAYMENT

By completing any payment transaction with Azm International LLC — whether by credit card, ACH, wire, check, digital wallet, or any other method — the Customer or Client expressly acknowledges that they have read, understood, and agree to be legally bound by this Policy in its entirety, without the requirement of a separate written signature. In accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001), this electronic agreement carries the full legal force of a written, signed contract. This Policy constitutes a binding legal agreement effective at the moment payment is processed. Persons under 18 years of age are not permitted to transact without verified parental or guardian consent.

§ 1  DEFINITIONS

“Company” means Azm International LLC, its officers, members, employees, agents, and assigns.

“Customer” or “Client” means the individual or legal entity that completes a payment transaction with the Company.

“Physical Product” means any tangible, moveable good sold or fulfilled by the Company or a 3PL Provider.

“Digital Product” means any electronically delivered item including software, media, license keys, access codes, or downloadable content.

“Digital Service” means any professional or creative service rendered electronically, governed by a Service Agreement.

“Order Fulfilment Client” means any Client engaging the Company for warehousing, pick-and-pack, or logistics fulfilment on behalf of the Client’s own inventory.

“Latest Invoice Amount” means the total billed on the most recent invoice issued prior to the event giving rise to a claim.

“Carrier” means any third-party shipping, courier, freight, or postal service engaged to transport Physical Products.

“3PL Provider” means any third-party logistics company engaged by the Company for fulfilment services.

“Deliverables” means any creative, technical, or professional work product produced by the Company under a Digital Service engagement.

“Force Majeure Event” means any event beyond the reasonable control of a party, as further defined in § 19.

“Written Notice” means a communication sent by email to the designated contact addresses in § 23, or by certified mail to the Company’s registered address, providing a clear record of transmission.

§ 2  AGE & LEGAL CAPACITY

1. Minimum Age. By transacting with the Company, the Customer represents and warrants that they are at least eighteen (18) years of age, or the age of majority in their jurisdiction if greater, and possess the full legal capacity to enter into binding contracts.
2. Minors. Individuals under the age of 18 may not purchase from the Company without the verified consent of a parent or legal guardian, who shall assume full contractual responsibility.
3. Entities. If a Customer is transacting on behalf of a legal entity, they represent and warrant that they have authority to bind that entity to this Policy.
4. Voidable Contracts. The Company reserves the right to cancel and refund any transaction upon discovering the Customer lacked legal capacity at the time of purchase.

Iowa Code § 599.1 establishes the age of majority at 18 years. Contracts with minors are voidable at the minor’s election under Iowa common law.

§ 3  PHYSICAL PRODUCT RETURNS

• Return Window. Returns may be requested within fourteen (14) calendar days of confirmed delivery as recorded in the Carrier’s tracking system. Requests after this window will be declined without exception.
• Condition. Products must be returned unused and in original condition with all packaging, components, and accessories. The Customer bears all return shipping costs and risk of loss in transit.
• Inspection & Deductions. Upon receipt the Company will inspect within five (5) business days: (a) Original condition — full refund issued; (b) Damaged or altered — deduction proportionate to diminished value at the Company’s reasonable discretion; (c) Missing components — documented replacement cost deducted from refund.
• Refund Processing. Approved refunds will be returned to the original payment method within seven (7) to ten (10) business days of inspection completion.

§ 4  ORDER CANCELLATION (PRE-DISPATCH)

• Cancellation Window. A Customer may request cancellation of a Physical Product order within two (2) business hours of payment confirmation, provided the order has not yet been dispatched or handed to a Carrier.
• How to Cancel. Cancellation requests must be submitted by Written Notice to [email protected] with the order number and subject line “ORDER CANCELLATION.” Requests by phone, social media, or any other channel shall not constitute valid cancellation notice.
• Post-Dispatch. Once an order has been dispatched, cancellation is not possible. The Customer must follow the return procedure in § 3 upon delivery.
• Digital Products & Services. Orders for Digital Products and Digital Services may not be cancelled once the Company has commenced delivery, fulfillment, or work.
• Restocking Fee. The Company reserves the right to apply a restocking fee of up to fifteen percent (15%) of the order value on cancelled Physical Product orders where processing costs have already been incurred.

§ 5  MANUFACTURER WARRANTY — DISCLAIMER OF LIABILITY

1. No Company Warranty. The Company is a reseller and/or distributor and does not manufacture Physical Products. The Company makes no representations or warranties, express or implied, regarding quality, fitness for purpose, merchantability, or defect-free condition of any Physical Product.
2. Manufacturer’s Warranty Only. Any warranty applicable to a Physical Product is solely that of the original manufacturer. The Customer’s sole remedy for product defects lies against the manufacturer under its applicable warranty terms.
3. Defect Claims. Customers must contact the manufacturer directly for defect claims. The Company may, at its sole discretion, assist in facilitating communication but bears no financial or legal liability for the outcome.

IMPORTANT: By purchasing a Physical Product from Azm International LLC, the Customer expressly waives any claim against the Company for product defects.

§ 6  CARRIER MISHANDLING — LIMITATION OF LIABILITY

1. Risk Transfer. Once a Physical Product is tendered to a Carrier, responsibility for safe and timely delivery transfers to the Carrier. The Company shall not be liable for any loss, theft, damage, delay, or misdelivery caused by the Carrier.
2. Good-Faith Efforts. The Company shall use commercially reasonable efforts to package goods securely and engage reputable Carriers. These efforts do not create any warranty or guarantee of delivery outcomes.
3. Carrier Claims. In the event of loss or damage, the Customer must notify the Company in Writing within five (5) business days of the expected delivery date. The Company will assist in good faith with a Carrier claim. Any compensation is subject to the Carrier’s own policy and liability limits.

§ 7  DIGITAL PRODUCTS — NO REFUND POLICY

All Digital Product sales are final and non-refundable once any of the following has occurred: (a) the product is downloaded; (b) a license key or access credential is delivered or accessed; or (c) the product is activated or redeemed. The Customer expressly waives any right of withdrawal upon delivery, to the fullest extent permitted by applicable law.

§ 8  DIGITAL SERVICES — REFUND & REVISION TERMS

• Non-Refundable Upon Commencement. Digital Services are non-refundable once work has commenced, unless otherwise specified in a written Service Agreement.
• Revisions. Revision rights are exclusively as defined in the applicable Service Agreement. No obligation exists to provide revisions beyond agreed scope.
• Failure to Deliver. If the Company fails to deliver the agreed scope within the agreed timeframe, and such failure is not attributable to the Client or a Force Majeure Event, the Client may submit Written Notice within seven (7) days of the missed deadline. The Company may issue a partial or full refund or re-perform the service, subject to § 14 liability limits.

§ 9  INTELLECTUAL PROPERTY — DIGITAL SERVICE DELIVERABLES

• Ownership Prior to Full Payment. All Deliverables remain the exclusive intellectual property of the Company until full and final payment has been received.
• Transfer Upon Full Payment. Upon receipt of full payment, the Company assigns to the Client all rights, title, and interest in and to the final Deliverables, unless the Service Agreement expressly provides otherwise.
• Retained Rights. The Company retains the right to display Deliverables in its portfolio and marketing materials, unless the Client requests confidentiality in writing prior to project commencement.
• Third-Party Materials. Where Deliverables incorporate third-party licensed assets, the Client is responsible for obtaining and maintaining required end-user licenses. The Company is not liable for the Client’s use of Deliverables in violation of third-party license terms.
• Client-Provided Materials. The Client warrants that any materials provided to the Company do not infringe any third-party intellectual property rights and shall indemnify the Company against any claims arising from such materials.

Under 17 U.S.C. § 101, copyright vests in the creator by default. This clause provides the necessary assignment — do not remove it.

§ 10  SHIPPING FEES — NON-REFUNDABLE

All Shipping Fees are strictly non-refundable in all circumstances, including: approved product returns; 3PL-fulfilled orders; shipments lost, delayed, or damaged in transit; and orders cancelled after physical dispatch. See § 11 for the limited federal law exception applicable to Company-caused shipping delays.

§ 11  FTC MAIL & INTERNET ORDER RULE COMPLIANCE

• Shipping Timeframe. The Company will ship Physical Product orders within the timeframe stated at the time of purchase. Where no timeframe is stated, the Company will ship within thirty (30) days of payment confirmation, in accordance with the FTC Mail, Internet, or Telephone Order Merchandise Rule (16 CFR Part 435).
• Delay Notification. If the Company is unable to ship within the stated or implied timeframe, the Company will notify the Customer by email prior to the expected ship date and provide a revised estimated ship date.
• Customer’s Right to Cancel on Delay. Upon receiving a delay notification, the Customer may cancel the order by Written Notice within the response window provided. If the Customer elects to cancel due to the Company’s failure to ship on time, a full refund — including Shipping Fees — will be issued within seven (7) business days. This is the sole circumstance under which Shipping Fees are refundable.
• Deemed Acceptance. If the Customer does not respond to a delay notification within the stated response window, the Customer is deemed to have consented to the revised shipping date.

This section reflects mandatory obligations under 16 CFR Part 435. These rights cannot be contractually waived and supersede § 10 in the specific circumstance of a Company-caused delay.

§ 12  TAXES, DUTIES & CUSTOMS FEES

• Sales Tax. Where required by applicable law, the Company will collect and remit sales tax on orders shipped to Iowa addresses and any other jurisdictions where the Company has a sales tax nexus. Applicable tax will be displayed at checkout.
• Use Tax. Customers in jurisdictions where sales tax is not collected by the Company may be responsible for self-reporting and remitting use tax to their applicable taxing authority.
• Import Duties & Customs. For orders shipped internationally, the Customer is solely responsible for all import duties, customs fees, brokerage charges, and any applicable VAT imposed by the destination country. The Company has no control over and no liability for these charges.
• Non-Refundable on Return. Taxes, duties, and customs fees paid by the Customer are not refundable by the Company. Customers seeking refunds of duties on returned goods must apply directly to the relevant customs authority.

Iowa Code § 423.2 imposes sales tax on most goods. This section should be reviewed annually by a tax advisor as the Company’s nexus expands.

§ 13  PAYMENT DEFAULT & NON-PAYMENT

• Payment Terms. All invoices are due in full upon the date stated on the invoice. Where no date is stated, payment is due within thirty (30) days of the invoice date.
• Late Payment Interest. Overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by Iowa law, whichever is lower, from the due date until full payment is received.
• Service Suspension. The Company reserves the right to suspend or terminate any ongoing service, withhold Deliverables, or place a hold on order fulfilment without liability upon ten (10) days’ written notice of non-payment.
• Collection Costs. In the event the Company must pursue collection of overdue amounts, the Customer shall be liable for all reasonable costs of collection, including attorney’s fees and court costs, to the extent permitted by Iowa law.
• Failed Payments. In the event a payment is returned, reversed, or declined, the Company may charge a returned payment processing fee of up to thirty-five dollars ($35.00), in addition to any fees imposed by the Company’s payment processor.
• Withholding of Deliverables. The Company shall have no obligation to release final Deliverables or transfer intellectual property while any invoice remains outstanding.

§ 14  LIMITATION OF LIABILITY

• General Cap. To the maximum extent permitted by applicable law, the Company’s total aggregate liability to any Customer or Client — whether in contract, tort, negligence, strict liability, statute, or otherwise — shall not exceed the Latest Invoice Amount. This cap applies even if the Company has been advised of the possibility of greater damages and even if a remedy fails its essential purpose.
• Exclusion of Consequential Damages. The Company shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, business interruption, loss of data, or reputational harm.
• Services Liability. The Company’s maximum liability for Digital Services is unconditionally limited to the amount of the most recent invoice paid in connection with the applicable engagement.
• Third Parties. The Company is not liable for the acts or omissions of Carriers, manufacturers, 3PL Providers, payment processors, or any other third party.
• Iowa UCC. Nothing in this Policy excludes liability for fraud, willful misconduct, or any liability that cannot be excluded under Iowa Code § 554.2719 or applicable federal law.

NOTICE: To the extent Iowa law or applicable federal law prohibits certain limitations, those limitations apply to the fullest extent permitted.

§ 15  INDEMNIFICATION

• Customer Indemnification of Company. The Customer shall defend, indemnify, and hold harmless the Company and its officers, members, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) the Customer’s breach of this Policy or any Service Agreement; (b) the Customer’s negligence or willful misconduct; (c) the Customer’s products, inventory, or content stored with or handled by the Company; (d) the Customer’s infringement of any third-party intellectual property rights; or (e) the Customer’s violation of any applicable law or regulation.
• Company Indemnification of Customer. The Company shall indemnify and hold harmless the Customer from any third-party claims arising solely from the Company’s gross negligence or willful misconduct in performing its obligations.
• Order Fulfilment Clients. Order Fulfilment Clients specifically indemnify the Company against any claims, fines, penalties, or liabilities arising from the nature, condition, or regulatory status of inventory stored with the Company.
• Procedure. The indemnified party shall (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim that imposes obligations on the indemnified party without prior written consent.

§ 16  ORDER FULFILMENT — INSURANCE REQUIREMENT

• Mandatory Insurance. Order Fulfilment Clients must maintain, at their own cost, adequate cargo and product liability insurance covering their inventory at full replacement value at all times.
• Proof of Insurance. The Company may request a certificate of insurance at any time. Failure to provide proof within five (5) business days may result in suspension of fulfilment services without liability to the Company.
• No Coverage by Company. The Company does not carry insurance on behalf of Clients’ inventory. Any loss, damage, or destruction of Client inventory — regardless of cause — is the Client’s responsibility. The Company’s liability remains subject to § 14.

§ 17  FULFILMENT — PROHIBITED & RESTRICTED GOODS

• Prohibited Items. Order Fulfilment Clients may not store, ship, or process any of the following without prior written authorization: hazardous materials (as defined under 49 CFR); firearms, ammunition, or explosives; perishable foods or temperature-sensitive pharmaceuticals; alcohol or controlled substances; counterfeit or stolen goods; items that infringe third-party intellectual property rights; or any goods prohibited under federal, Iowa state, or applicable local law.
• Client Representation. By engaging the Company’s fulfilment services, the Order Fulfilment Client represents and warrants that all inventory tendered complies with this section and all applicable laws and regulations.
• Right to Refuse & Dispose. The Company reserves the right to refuse, quarantine, return, or arrange for lawful disposal of any inventory discovered to violate this section, at the Client’s cost and without liability to the Company.
• Client Liability. The Order Fulfilment Client shall be solely liable for all fines, penalties, remediation costs, and third-party claims arising from non-compliant inventory, and shall indemnify the Company in accordance with § 15.

IMPORTANT: Tendering prohibited goods may result in immediate termination of the fulfilment agreement and referral to appropriate regulatory authorities.

§ 18  FULFILMENT — WAREHOUSEMAN’S LIEN & ABANDONED INVENTORY

• Warehouseman’s Lien. In accordance with Iowa Code § 554.7209, the Company shall have a warehouseman’s lien on all inventory in its possession for all lawful charges, fees, and expenses incurred, including any unpaid invoices.
• Default & Notice. If an Order Fulfilment Client fails to pay any outstanding invoice within thirty (30) days of the due date, the Company will issue a Written Notice of Default. If the default is not cured within fifteen (15) days of such notice, the Company may enforce its lien.
• Lien Enforcement. Upon enforcement of the lien, the Company may: (a) retain the inventory until all outstanding amounts are paid in full; (b) sell the inventory by commercially reasonable means and apply the proceeds to the outstanding balance; or (c) arrange for lawful disposal of any inventory that cannot be sold or is prohibited under § 17.
• Abandoned Inventory. Inventory shall be deemed abandoned if: (a) the Client fails to issue removal instructions within sixty (60) days of a Written Notice requesting same; or (b) the Company has been unable to contact the Client for sixty (60) consecutive days. Abandoned inventory may be disposed of, donated, or sold by the Company without further obligation.
• Storage Fees. The Company reserves the right to charge ongoing storage fees for inventory held beyond agreed-upon storage periods. Such fees shall constitute part of the lien amount.

§ 19  FORCE MAJEURE

• Definition. A Force Majeure Event means any event beyond the reasonable control of the affected party, including but not limited to: acts of God; natural disasters; pandemics; war, terrorism, or civil unrest; government actions or regulatory changes; strikes or labor disputes; port closures or transportation disruptions; Carrier failures or network outages; power failures; or payment processor or banking system failures.
• Effect. Neither party shall be in breach of this Policy, nor liable for any delay or failure to perform its obligations, to the extent such delay or failure is caused by a Force Majeure Event, provided the affected party: (a) notifies the other party in Writing as soon as reasonably practicable; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance as soon as the Force Majeure Event ceases.
• Extended Force Majeure. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected order or service by Written Notice without liability, except that the Company shall refund amounts paid for undelivered goods or unperformed services, less any costs already incurred.
• Exclusions. Economic downturns, changes in market conditions, inability to pay, or loss of revenue shall not constitute Force Majeure Events.

§ 20  PRIVACY & DATA HANDLING

• Data Collection. The Company collects personal data — including name, contact information, and payment details — solely for the purposes of processing transactions, providing services, and fulfilling legal obligations.
• Iowa Consumer Data Protection. The Company complies with the Iowa Consumer Data Protection Act (Iowa SF 262, effective January 1, 2025). Iowa residents have the right to access, correct, delete, and opt out of certain processing of their personal data. Requests may be submitted to [email protected].
• California Residents (CCPA). California residents have additional rights under the California Consumer Privacy Act (Cal. Civil Code § 1798.100 et seq.), including the right to know, delete, and opt out of the sale of personal information. The Company does not sell personal data to third parties.
• Payment Data. Payment card data is processed by third-party payment processors in compliance with PCI-DSS standards. The Company does not store full card numbers, CVV codes, or payment credentials on its systems.
• Full Privacy Policy. The Company’s full Privacy Policy is available at Privacy Policy. In the event of conflict between this section and the Privacy Policy, the Privacy Policy shall prevail.

§ 21  DISPUTE RESOLUTION & BINDING ARBITRATION

• Good-Faith Resolution. Prior to initiating any formal proceeding, the parties shall attempt to resolve any dispute through good-faith negotiation by Written Notice describing the dispute in reasonable detail. The parties shall have thirty (30) days to reach a resolution.
• Binding Arbitration. If the dispute is not resolved within the negotiation period, it shall be submitted to final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Iowa (or by video conference upon mutual agreement). Judgment on the arbitration award may be entered in any court of competent jurisdiction.
• CLASS ACTION WAIVER. THE CUSTOMER AND THE COMPANY EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. This waiver is a material term of this Policy; if it is found unenforceable, the arbitration clause shall be null and void.
• Small Claims Carve-Out. Either party may elect to bring an individual claim in a small claims court of competent jurisdiction in Iowa, provided the claim qualifies under that court’s jurisdictional limits and is brought on an individual (non-class) basis.
• Chargeback Restriction. The Customer agrees to submit disputes to the Company through the process above before initiating any chargeback or payment reversal. Unauthorized chargebacks may result in account suspension and recovery of associated fees and costs.
• Governing Law & Venue. This Policy is governed by the laws of the State of Iowa, USA. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state or federal courts located in Iowa.

NOTICE: By transacting with the Company, the Customer waives the right to a jury trial and to participate in class action litigation. If you do not agree to arbitration, do not complete a purchase.

§ 22  GENERAL PROVISIONS

• Non-Waiver. The failure or delay of the Company to enforce any provision of this Policy on any occasion shall not constitute a waiver of the Company’s right to enforce that provision, or any other provision, on any future occasion. No waiver shall be valid unless made in writing and signed by an authorized representative of the Company.
• Electronic Records & E-SIGN. The parties consent to the use of electronic records and electronic signatures in connection with this Policy. Electronic records satisfy any requirement for a written agreement under the E-SIGN Act (15 U.S.C. § 7001) and the Iowa Uniform Electronic Transactions Act (Iowa Code § 554D).
• Notice Requirements. All formal notices under this Policy must be submitted as Written Notice as defined in § 1(l). Notice sent to the incorrect address or by an unauthorized channel (e.g., social media, phone) shall not be deemed valid notice and shall not trigger any response obligation or deadline.
• Severability. If any provision of this Policy is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall remain in full force and effect.
• Entire Agreement. This Policy, together with any applicable Service Agreement, Invoice, and Terms and Conditions of Sale, constitutes the entire agreement between the parties on its subject matter and supersedes all prior representations or understandings.
• Amendments. The Company reserves the right to amend this Policy at any time by publication on its website. Continued engagement after publication constitutes acceptance of the revised terms. Material changes will be communicated by email where practicable.
• Limitation Period. Any claim against the Company must be brought within one (1) year of the event giving rise to the claim, or be permanently barred, to the extent permitted by Iowa law.

§ 23  CONTACT INFORMATION

For all return requests, disputes, or policy inquiries, contact Azm International LLC at:

Customer Support:

[email protected]

Administrative & Legal:

[email protected]

Written notice sent to these email addresses constitutes valid Written Notice under this Policy. The Company will acknowledge receipt within two (2) business days.