JOCO INNOVATIONS LLC

Terms and Conditions

Effective Date: May 27, 2026 | Published at www.jocoinnovations.com/TAC

info@jocoinnovations.com | Tel 561 639 9861 | www.jocoinnovations.com/TAC

1. Acceptance of Terms
All quotes, purchase orders, sales orders, order confirmations, invoices, samples, proofs, shipments, and sales by Joco Innovations LLC are subject to these Terms and Conditions. Any purchase order, vendor portal terms, customer terms, or other customer document that conflicts with these Terms is rejected unless expressly accepted in writing by an authorized representative of Joco.
Customer accepts these Terms by issuing a purchase order, approving a quote, approving a sales order, approving artwork or proofs, paying a deposit, authorizing production, accepting shipment, or otherwise proceeding with an order.

2. Custom Product Nature
Joco produces custom products, including custom toys, models, plush, blocks, replicas, packaging, and branded promotional products, based on customer instructions, artwork, logos, references, approvals, and project requirements.
Because products are custom-made, customer acknowledges that goods are produced specifically for the applicable customer, client, end customer, brand, event, program, or use case.

3. Order Confirmation, Design Approval, and Changes
An order becomes accepted when Joco issues an order confirmation, accepts customer's purchase order, receives a required deposit or payment, receives written authorization to proceed, or customer approves final artwork, design, sample, or proof.
Because Joco's products are custom-made for each project, customer acknowledges that costs are incurred once design, sourcing, sampling, production planning, materials purchasing, tooling, decoration, packaging, or production begins. After an order is accepted and design approval has been given, the order may not be cancelled except with Joco's written approval.
If Joco approves a cancellation or change, customer remains responsible for all costs, commitments, materials, work in process, finished goods, vendor charges, design time, freight, testing, and other expenses incurred or committed before cancellation or change approval. Customer-requested changes after approval may result in additional costs, revised production schedules, revised delivery dates, additional proofing, and other charges.

4. Payment Terms
Payment terms are as stated on the applicable quote, sales order, order confirmation, invoice, or written approval from Joco. Unless otherwise agreed in writing, required deposits must be paid before production begins, and any balance must be paid before shipment or release of goods.
Joco may suspend design work, production, shipment, or delivery if customer is past due, exceeds approved credit limits, or fails to satisfy payment requirements. Customer remains responsible for payment regardless of whether customer's own client, end customer, sponsor, agency, or buyer delays, cancels, refuses goods, or fails to pay customer.
Payments made by credit card are subject to a 3% credit card processing fee. No Joco processing fee applies to payments made by ACH, check, or wire transfer, although customer remains responsible for any bank, wire, or intermediary charges assessed by its financial institution or payment provider.
If payment is not received when due, interest may begin accruing 15 days after the late payment date at the rate stated on the applicable quote, sales order, order confirmation, or invoice, or, if no rate is stated, at the maximum rate permitted by applicable law.

5. Shipping, FOB Terms, Delivery Point, and Risk of Loss
Delivery terms, FOB terms, freight terms, and delivery point are as stated on the quote, sales order, order confirmation, or invoice.
Unless otherwise stated in writing, goods are sold FOB shipping point or Ex Works factory/warehouse, and risk of loss transfers to customer upon delivery to the carrier, freight forwarder, consolidator, customer-arranged pickup, or other designated delivery point. Title transfers upon full payment, unless otherwise required by applicable law or expressly stated in writing.
Delivery dates, ship dates, and in-hands dates are estimates unless Joco expressly agrees in writing to a guaranteed delivery date. Joco is not responsible for delays caused by customs, port congestion, freight carriers, weather, strikes, factory delays, material shortages, inspections, holidays, government action, customer approval delays, customer-supplied asset delays, or other circumstances outside Joco's reasonable control.

6. Customer-Provided Intellectual Property License and Approval Authority
Customer represents and warrants that it has all rights, licenses, permissions, and approvals necessary for Joco to use all names, logos, trademarks, trade dress, artwork, photographs, references, likenesses, product shapes, vehicle designs, aircraft designs, building designs, characters, slogans, packaging references, and other materials provided or approved by customer.
Customer grants Joco and its affiliates, factories, decorators, designers, subcontractors, testing labs, freight providers, licensors, customs brokers, and production partners a limited, non-exclusive, no-cost, royalty-free, fully paid, worldwide production license to use such materials solely as necessary to quote, design, sample, manufacture, decorate, package, test, import, export, ship, deliver, and fulfill the applicable order.
Customer further represents and warrants that it has authority to grant this license on behalf of its client, end customer, brand owner, agency, sponsor, distributor, reseller, or other rights holder, as applicable. This license applies to all materials provided directly by customer or indirectly by customer's client, end customer, agency, or other project stakeholder.
For projects involving third-party licensed brands, aircraft, vehicles, characters, marks, trade dress, or dual-licensed products, customer acknowledges that this no-cost production license may be relied upon by Joco for licensing, royalty classification, royalty-rate determination, production authorization, and related contract administration.
Joco may require written proof of authorization from the applicable rights holder before accepting, producing, shipping, or releasing any product using third-party intellectual property. Joco may suspend, stop work, cancel, or refuse shipment if Joco determines, in its sole discretion, that intellectual property authorization is insufficient, unclear, disputed, or inconsistent with applicable licensing requirements.
Nothing in these Terms transfers ownership of customer's, client's, end customer's, or third-party rights holder's intellectual property to Joco. The license granted to Joco is limited to the applicable project or order and exists only to allow Joco to perform the requested custom production and related fulfillment services.

7. Intellectual Property Indemnity
Customer shall indemnify, defend, and hold harmless Joco, its owners, employees, affiliates, factories, licensors, vendors, subcontractors, and production partners from and against any third-party claim, demand, loss, liability, damage, cost, or expense, including reasonable attorney fees, arising out of or related to customer-provided or customer-approved materials, designs, instructions, logos, likenesses, trademarks, copyrights, trade dress, approvals, product specifications, undisclosed use cases, undisclosed jurisdictions, or customer's resale, distribution, marketing, or use of the products, except to the extent caused by Joco's gross negligence, willful misconduct, or intentional misconduct.

8. Right to Decline, Suspend, or Restrict Orders
Joco reserves the right, in its sole discretion, to decline, cancel, suspend, stop work, refuse shipment, or restrict any quote, order, customer, product, artwork, design, destination, distribution channel, use case, or project.
This may include, without limitation, concerns relating to intellectual property, licensing, customer credit, product feasibility, offensive or restricted content, legal compliance, regulatory issues, reputational concerns, production capacity, destination restrictions, business conflicts, or other business reasons.

9. Non-Exclusive Customer Relationship
Unless Joco signs a separate written exclusivity agreement, all customer relationships are non-exclusive. Joco may design, manufacture, market, sell, and distribute similar product types, product formats, construction styles, plush forms, block-building concepts, models, packaging styles, promotional products, and general product ideas to other customers.
Customer's logos, trademarks, and proprietary brand materials remain customer's or the applicable rights holder's property. Joco retains ownership of its pre-existing designs, concepts, methods, templates, know-how, production processes, vendor relationships, sourcing methods, unbranded concepts, and general creative approaches.

10. Design Ownership, Exclusivity, and Unordered Concepts
Unless otherwise agreed in writing, Joco owns all concepts, sketches, renders, artwork layouts, CAD files, production files, molds, die lines, plush patterns, block construction methods, factory files, sourcing methods, production techniques, and other design or production materials created by or for Joco.
Upon full payment, customer receives the finished goods and a limited right to use the final approved customer-specific design solely in connection with the products purchased from Joco. Joco does not transfer source files, CAD files, mold files, production files, factory files, patterns, methods, or vendor information unless expressly agreed in writing.
If Joco creates a design specifically for customer's exclusive use and customer places a confirmed order, Joco will not knowingly reproduce the same final customer-specific design for another customer for 18 months after final delivery, unless otherwise stated in writing. This protection does not restrict Joco's right to use similar product formats, general concepts, construction methods, non-customer-specific elements, independently developed designs, or Joco's underlying know-how.
Any concept, rendering, sample, idea, design proposal, or creative work created by Joco that does not result in a confirmed order within 6 months from the date it is presented to customer may be returned to Joco's general design library and may be reused, modified, marketed, sold, or adapted for other customers without restriction.

11. Samples, Proofs, and Production Variances
Samples, renderings, virtuals, proofs, photographs, and pre-production materials are approximations of the final product unless expressly stated otherwise. Customer acknowledges that custom manufacturing may involve commercially reasonable variations in color, materials, dimensions, logo placement, print registration, texture, packaging, plush shape, block colors, component substitutions, model details, and finished appearance.
Customer is responsible for reviewing all proofs, samples, artwork, and order details carefully before approval, including spelling, logos, colors, trademarks, proportions, packaging text, warnings, addresses, legal lines, and client approvals. Joco is not responsible for errors or omissions that appeared in customer-approved materials.

12. Product Compliance, Toy Testing, CPSIA, CPSC, and CCPSA
For products for which Joco is importer of record into the United States or Canada, Joco will maintain commercially reasonable product compliance procedures based on the disclosed product type, intended use, age grade, market, jurisdiction, and information provided by customer.
Where applicable, Joco may use product testing, toy testing, certificates, labeling, tracking information, compliance records, and related procedures intended to support compliance with applicable U.S. and Canadian consumer product requirements, including applicable CPSIA, CPSC, CCPSA, and Health Canada requirements.
Customer is responsible for disclosing, before quote approval and production, the intended use, age grade, distribution country, retail or promotional use, child-directed use, special retailer requirements, special customer requirements, and any non-standard compliance requirements.
Order-specific testing, special testing, additional lab reports, retailer-specific protocols, duplicate certificates, special documentation formats, or testing for undisclosed uses, age grades, markets, retailers, jurisdictions, or distribution channels are not included unless expressly requested by customer, accepted by Joco, and accounted for in the quote or sales order.
Joco is not responsible for undisclosed use cases, undisclosed jurisdictions, undisclosed age grades, undisclosed retailer requirements, or requirements not identified by customer in writing before production.
For products for which Joco is importer of record, customer shall provide complete and accurate information reasonably requested by Joco for import, customs, product compliance, labeling, licensing, royalty classification, and delivery purposes. Joco may rely on customer-provided information, approvals, specifications, intended use, distribution details, and intellectual property authorization when preparing or supporting import, compliance, customs, and licensing documentation.
Customer shall reasonably cooperate with Joco in connection with any product safety inquiry, regulatory request, corrective action, recall, customs inquiry, compliance review, or licensing review involving the products, including by providing distribution information, end-customer information, incident information, product locations, and other information reasonably requested by Joco or required by applicable law.

13. Confidentiality
Each party may receive confidential or proprietary information from the other. The receiving party will use reasonable care to protect such information and will use it only for the applicable project or business relationship.
Joco may share customer materials and project information with its factories, designers, decorators, licensors, testing labs, freight forwarders, customs brokers, and vendors as needed to quote, design, produce, import, test, ship, and fulfill the order. Confidentiality does not apply to information that is public, independently developed, already known, or part of Joco's general skills, know-how, sourcing, concepts, or production methods.

14. Marketing and Portfolio Use
Unless customer notifies Joco in writing before production that a project is confidential, Joco may photograph, display, reference, and use completed products, samples, and project images for portfolio, website, catalog, trade show, sales, and marketing purposes.
Joco's marketing use is subject to any written confidentiality restriction or written license restriction disclosed to and accepted by Joco before production. Joco will not claim ownership of customer's trademarks or logos by doing so.

15. Limitation of Liability
To the fullest extent permitted by law, Joco's total liability for any claim arising out of or relating to a quote, order, product, shipment, delay, defect, or transaction shall not exceed the amount actually paid by customer to Joco for the specific order giving rise to the claim.
Joco shall not be liable for lost profits, lost sales, lost opportunities, missed events, customer chargebacks, penalties, consequential damages, incidental damages, special damages, punitive damages, reputational damages, or damages arising from delay, freight issues, customer approval delays, or third-party conduct.
Nothing in these Terms limits any liability or obligation that cannot be limited under applicable law, including obligations arising from fraud, willful misconduct, gross negligence, intentional misconduct, or non-waivable product safety, customs, import, consumer protection, or regulatory requirements.

16. Claims and Inspection
Customer must inspect all goods promptly upon receipt. Any claim for visible shortage, visible defect, shipping damage, or visible nonconformity must be submitted to Joco in writing within 10 business days after delivery, together with photos, samples if requested, carton images, packing information, and other documentation reasonably requested by Joco.
No claim for visible shortage, visible defect, shipping damage, or visible nonconformity will be accepted after goods have been used, distributed, altered, resold, shipped onward, or otherwise transferred, except as required by applicable law.

17. No Returns Except Approved Claims
Because Joco products are custom-made, goods may not be returned, cancelled, refused, or rejected because customer no longer needs them, an event passed, customer's client changed direction, customer's client rejected the goods, or customer's customer failed to pay.
Returns are permitted only for a verified and agreed claim approved in writing by Joco. No return may be made without Joco's written authorization and instructions.

18. Force Majeure
Joco shall not be liable for delay or failure to perform caused by events outside its reasonable control, including factory delays, raw material shortages, labor disruptions, customs delays, port congestion, freight delays, carrier issues, weather, natural disasters, fires, accidents, strikes, epidemics, pandemics, war, terrorism, government action, inspections, holidays, power outages, or supply chain disruptions.

19. Governing Law and Venue
These Terms and all transactions with Joco shall be governed by the laws of the State of Florida, without regard to conflict-of-law rules, unless a different governing law is required by applicable law or expressly agreed in a written agreement signed by Joco. Any dispute shall be brought in the state or federal courts located in Florida, unless Joco elects another venue permitted by law or applicable law requires another venue.

20. Severability and Reformation
If any provision of these Terms is held to be invalid, illegal, unenforceable, overly broad, or otherwise restricted by applicable law, that provision shall be enforced to the maximum extent permitted by law or modified to the minimum extent necessary to make it valid, legal, and enforceable. The remaining provisions shall remain in full force and effect.

21. No Waiver
Joco's failure to enforce any provision of these Terms, or to exercise any right or remedy, shall not constitute a waiver of that provision, right, or remedy. Any waiver must be in writing and signed by an authorized representative of Joco.

22. Entire Agreement, Order of Precedence, and Changes to Terms
These Terms, together with the applicable quote, sales order, order confirmation, invoice, approved proof, and any written agreement signed by Joco, constitute the entire agreement between Joco and customer for the applicable order and supersede prior or contemporaneous discussions, communications, proposals, or understandings relating to that order.
If there is a conflict between these Terms and an order-specific written agreement signed by Joco, the signed order-specific agreement shall control for that order only. Customer purchase order terms, vendor portal terms, or other customer-provided terms shall not modify or override these Terms unless expressly accepted in writing by an authorized representative of Joco.
Joco may update these Terms from time to time for future orders. The version in effect when Joco accepts the applicable order shall apply to that order, unless otherwise agreed in writing.

23. Assignment
Customer may not assign, delegate, or transfer any order, rights, or obligations under these Terms without Joco's prior written consent. Joco may assign or delegate performance to affiliates, factories, vendors, subcontractors, production partners, logistics providers, or successors in connection with the applicable order or Joco's business operations.

24. Notices and Electronic Communications
Notices, approvals, authorizations, and other communications may be provided by email, customer portal, electronic approval, written approval, or other commercially reasonable method unless a specific method is required by applicable law. Customer is responsible for maintaining current contact information with Joco.
Notices to Joco may be sent to Joco Innovations LLC at info@jocoinnovations.com unless applicable law requires another method of notice. General inquiries may be directed to info@jocoinnovations.com or Tel 561 639 9861.

Contact Information
Joco Innovations LLC
Email: info@jocoinnovations.com
Tel: 561 639 9861
Terms URL: www.jocoinnovations.com/TAC