TERMS & CONDITIONS

Collective Device LLC
4330 Spencer St
Torrance, CA 90503
Email: codenano@collectivedevise.com

Last updated: December 2025

These Terms & Conditions (“Terms”) govern the provision of services by Collective Device LLC (“Collective Device,” “we,” “us,” or “our”) to its clients (“Client” or “you”). These Terms apply to all services unless otherwise agreed in a separate written agreement.

1. Scope of Services

Collective Device provides services that may include, without limitation:

  • Product design and development

  • Manufacturing coordination and sourcing

  • Trading and supplier aggregation

  • Project and production management

  • Logistics coordination and freight facilitation

Collective Device may act in one or more of these roles concurrently. Client acknowledges that many services involve coordination with independent third-party vendors over whom Collective Device does not exercise direct control.

2. Engagement Formation & Acceptance

An engagement may be formed by written proposal, email, text message, or other written confirmation describing scope, pricing, or timing.

Commencement of work, approval of a proposal, or payment of any invoice or retainer constitutes acceptance of the applicable engagement terms.

3. Fees, Retainers & Payment Terms

Retainers

Unless otherwise agreed, retainers are due in advance and are non-refundable once work has commenced.

Non-Retainer Services

Where services are not subject to a retainer, invoices are due net fifteen (15) days from the invoice date.

Late Payment

Collective Device reserves the right to suspend work for late or unpaid invoices. Client remains responsible for all amounts incurred prior to suspension.

4. Fixed-Term Projects & Early Termination

Where services are provided for a defined project timeline or fixed term, periodic billing does not convert the engagement into an at-will, month-to-month arrangement.

If a project is terminated or paused for reasons not attributable to Collective Device:

  • All fees accrued to date remain payable

  • Client is responsible for front-loaded work, reserved capacity, and wind-down activities

  • Early termination or kill fees may apply where commercially reasonable

  • Client remains responsible for third-party costs incurred or committed in reliance on the approved project timeline

5. Third-Party Vendors & Pass-Through Costs

Client acknowledges that Collective Device may engage third-party vendors, factories, trading companies, freight forwarders, or other partners on Client’s behalf.

Client is responsible for:

  • Deposits

  • Development costs

  • Sampling

  • Logistics commitments

  • Rate-lock fees

  • Other pass-through costs incurred or committed for the project

Such costs may be non-refundable and are payable regardless of project continuation.

6. Credits, Deposits & Non-Refundability

Any credits issued by vendors:

  • Are subject to vendor terms and expiration timelines

  • Are not cash equivalents

  • Are not transferable unless expressly agreed

  • Remain available only to the extent underlying costs are settled

Collective Device does not guarantee availability of credits if costs are not reimbursed.

7. Intellectual Property & Client Materials

Client represents and warrants that it owns or has the right to use all trademarks, logos, designs, artwork, and other materials supplied to Collective Device.

Client agrees to indemnify and hold harmless Collective Device from any claims arising from Client-provided materials, including intellectual property infringement.

Collective Device does not provide legal clearance or IP verification services unless expressly agreed in writing.

8. Limitation of Liability

To the maximum extent permitted by law:

  • Collective Device shall not be liable for indirect, incidental, consequential, or lost-profit damages

  • Collective Device’s total liability shall not exceed the fees actually paid by Client for the services giving rise to the claim

9. Delays & Force Majeure

Collective Device shall not be responsible for delays caused by factors outside its reasonable control, including but not limited to supplier delays, shipping disruptions, customs issues, labor shortages, or governmental actions.

10. Confidentiality & Vendor Protection

Supplier identities, pricing structures, methodologies, and vendor relationships are confidential. Client shall not contact or attempt to bypass Collective Device’s vendors without prior written consent.

11. Governing Law & Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

Any dispute shall be brought in the state or federal courts located in California.
Either party may bring qualifying claims in California small claims court.

12. Amendments

Collective Device may update these Terms from time to time. Updated Terms apply prospectively and do not retroactively alter existing engagements unless expressly agreed.

13. Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

END OF TERMS & CONDITIONS