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WorldWise Services - Terms of Service

Last update: September 13, 2025.

Terms of Service (Draft)

Effective Date: [October 1, 2025]

These Terms of Service (the “Terms” or “Agreement”) govern access to and use of fulfillment, warehousing, logistics, drayage coordination, and related technology and support services provided by WorldWise Imports, LLC d/b/a WorldWise Services (“WorldWise,” “we,” “us,” or “our”). By creating an account, placing an order, delivering goods to our facilities, or otherwise using the Services, the entity or person accepting these Terms (“Client,” “you,” or “your”) agrees to be bound by this Agreement.

1. Definitions

Account: Your registered account used to access the Platform and Services.

Business Day: Any day other than a Saturday, Sunday, or public holiday in Nevada.

Carrier: A third‑party parcel, LTL, FTL, air, ocean, or courier provider that transports Goods.

Client Materials: All data, information, labels, packaging, SKUs, barcodes, and instructions provided by Client.

Facilities: Warehouses operated by WorldWise or our subcontracted warehouse partners.

Fees: All prices, charges, and pass‑throughs payable for the Services as set forth in the Rate Card, Order, or invoice.

Force Majeure Event: An event beyond a party’s reasonable control, including acts of God, labor actions, epidemics, government orders, war, carrier network failures, power outages, or supplier shortfalls.

Goods: Products or materials owned or controlled by Client and handled under this Agreement.

Legal Requirements: All applicable laws, regulations, orders, sanctions, customs rules, export controls, and industry standards.

Order: A pick/pack/shipping request, project work order, return authorization, or other instruction submitted through the Platform or by written SOP.

Platform: WorldWise’s web portal or other software interfaces (including any third‑party modules we provision) used to submit Orders, view inventory, or receive reports.

Policies: Our operational policies, SOPs, and the current Rate Card (including accessorials), each incorporated by reference and updated from time to time.

URO: Unidentified Receiving Order — inventory received without correct labels, ASN/WRO, or appointment.

2. Acceptance; Changes; Order of Precedence

2.1 Acceptance. By registering an Account, delivering Goods to any Facility, or submitting an Order, you agree to these Terms. If you do not agree, do not use the Services.

2.2 Changes. We may update these Terms and/or the Policies by posting a revised version with an updated Effective Date. Your continued use of the Services following the Effective Date constitutes acceptance. If the change materially and adversely affects you, you may terminate under Section 16 before the Effective Date.

2.3 Order of Precedence. If there is a conflict, the following order controls: (1) an executed Master Services Agreement or addendum; (2) these Terms; (3) a signed Order or SOW; (4) the Policies and Rate Card; (5) online help content and FAQs.

3. Registration; Account Security; Platform License

3.1 Account Information. You will provide accurate business information (legal name, DBA, tax ID, principal address, ownership/beneficial ownership >10%, and other information reasonably requested) and keep it current.

3.2 Security. You are responsible for maintaining the confidentiality of logins and for all activity on your Account. Notify us promptly of any suspected unauthorized access.

3.3 License. Subject to these Terms, we grant a limited, non‑exclusive, non‑transferable, non‑sublicensable right to access and use the Platform solely in connection with the Services. You shall not (and shall not permit others to) reverse engineer, copy, or misuse the Platform. All rights not expressly granted are reserved.

3.4 Client Materials. You represent you have all rights necessary for us to process Client Materials and Goods. You grant us a worldwide, royalty‑free license to use Client Materials as reasonably necessary to provide and improve the Services (including analytics and aggregated/de‑identified insights).

4. Client Obligations and Warranties

4.1 Use of Services. You will use the Services only for lawful purposes and in accordance with the Policies.

4.2 Legal Requirements & Trade Compliance. You represent that you and your customers are not subject to sanctions and that you will comply with all Trade Laws (e.g., U.S. export controls and OFAC sanctions). You will not cause WorldWise to violate any Trade Laws. We may suspend Services where non‑compliance is suspected.

4.3 Goods Compliance. You represent that (a) you lawfully own or control the Goods; (b) all shipment documents and labels (count, weight, description) are accurate; (c) Goods are properly packaged and labeled; (d) Goods are not adulterated, counterfeit, or infringing; and (e) Goods comply with all applicable safety, labeling, and consumer laws in destinations served.

4.4 Prohibited/Restricted Goods. You will not tender prohibited items (including hazardous materials without advance written approval, perishable/temperature‑sensitive goods unless expressly agreed, substances requiring special licenses, currency, live animals, or goods illegal at origin or destination). Restricted categories require prior written approval and SOPs.

4.5 Fraud Screening. You are solely responsible for fraud prevention and all Fees related to fraudulent Orders, whether or not delivered.

5. Fees; Taxes; Billing; Lien; Abandonment

5.1 Fees & Rate Changes. Fees are set out in your Rate Card or Order and may change upon thirty (30) days’ notice (or shorter notice for pass‑through carrier surcharges and government‑imposed fees). Continued use after the effective date constitutes acceptance.

5.2 Quotes & Estimates. Quotes are estimates based on information provided and may vary due to actual weights/dimensions, addresses, service levels, carrier adjustments, or accessorials.

5.3 Taxes. Fees are exclusive of all applicable taxes, customs, duties, VAT/GST, and similar charges. You are responsible for Transaction Taxes unless we are legally required to collect them.

5.4 Payments. We may accept ACH, wire, and credit card (which may incur processing fees). Invoices are due per the invoice terms. Disputes must be raised within thirty (30) days of invoice date.

5.5 Late Amounts. Overdue balances may incur late fees, interest at the maximum lawful rate, and/or suspension of Services. We may require prepayment or deposits.

5.6 Warehouseman’s Lien & Security Interest. To the fullest extent permitted by law (including UCC Article 7), we have a lien and security interest on Goods and proceeds to secure all Fees and other amounts due. We may withhold, move, sell, or dispose of Goods after required notices if amounts remain unpaid; you are responsible for related costs and any deficiency.

5.7 Abandoned Accounts/Goods. If an account is delinquent or inactive and you fail to arrange removal of Goods after written notice, we may classify the account or inventory as abandoned and liquidate or dispose of Goods in our discretion, following applicable law. Storage and other Fees continue to accrue until removal or disposition.

6. Receiving; Storage; Fulfillment; Returns

6.1 Inbound Appointments & WRO/ASN. All inbound freight (non‑parcel) requires a scheduled appointment. Prior to arrival, you must submit a warehouse receiving order (“WRO” or ASN) and digital BOL/packing list. Each carton/mastercase must be labeled per our labeling standards. Non‑compliant inbound is processed as URO and is subject to delay and additional Fees.

6.2 Container Deliveries. Floor‑loaded containers, live unloads, driver wait times, chassis, drayage, demurrage/detention, and terminal/Yard fees are the Client’s responsibility and may be passed through with administrative fees. Missed appointments or redeliveries incur additional Fees.

6.3 Verification & Inspection. We may verify counts or inspect Goods at our discretion; we have no obligation to verify quantity, content, condition, or quality. We may reject, quarantine, or request removal of non‑conforming, hazardous, unlabeled, or illegal Goods; related handling/storage/remediation Fees apply.

6.4 Storage. Storage billing begins upon receipt (or after any free‑time stated in the Rate Card) and is calculated per pallet/bin/shelf cubic capacity on a calendar or 30‑day cycle, as specified in the Rate Card. Long‑term storage surcharges may apply.

6.5 Order Processing. We will pick, pack, and ship Goods in accordance with submitted Orders and applicable SOPs. If packaging materials or dunnage are not supplied by you, we will use our standard materials and charge per the Rate Card.

6.6 Kitting/Value‑Added Services. Kitting, labeling, rework, bundling, or special projects require a signed SOW and are billed at posted hourly or per‑unit rates.

6.7 Returns. Returns must follow our Return Policy. You are responsible for all return shipping, brokerage, and processing Fees unless otherwise agreed. Custom return workflows may be rejected or billed as special projects.

6.8 Temperature & Humidity. Unless expressly agreed in a signed SOW, Facilities are not climate‑controlled to a specific temperature/humidity range. We are not liable for fluctuations.

6.9 Inventory Counts. We may conduct periodic cycle counts. Requested physical counts are billable. Inventory adjustments within the Shrink Allowance (Section 14.2) are not compensable.

7. Service Levels (SLAs)

7.1 General. Any published SLAs (e.g., receiving turnaround, pick/pack cut‑offs, same‑day shipping) are targets and subject to exclusions below.

7.2 Exclusions. SLAs do not apply during Peak Season, Force Majeure Events, carrier disruptions, cross‑border shipments, Orders entered with incomplete/incorrect data, Goods not in stock, labeling errors, large spikes not forecasted, during Client‑requested inventory counts or audits, or while invoices are past due.

7.3 Forecasting. You will provide reasonable forecasts for promotions, bulk drops, or spikes; we may impose volume caps without such forecasts.

8. Carriers; Risk of Loss; Addresses

8.1 Carrier Selection. We may select Carriers or shipping methods in our discretion unless you specify a contracted service in the Order. Carriers are independent third parties; we do not control and do not guarantee their performance.

8.2 Tender & Risk of Loss. Risk of loss transfers to the Carrier upon tender to the Carrier at the Facility. Claims for loss or damage in transit are subject to the Carrier’s terms and limits.

8.3 Shippable Addresses. You are responsible for accurate, deliverable addresses. You will pay any costs arising from address errors, delivery exceptions, returns to sender, reconsignments, or reshipments.

9. Confidentiality; Publicity

9.1 Confidentiality. Each party will protect the other’s Confidential Information using at least the same degree of care it uses to protect its own information of similar importance, and will use Confidential Information solely to perform obligations under this Agreement. Limited disclosures to personnel and subprocessors are permitted under confidentiality obligations.

9.2 Compelled Disclosure. A party may disclose Confidential Information as required by law with prompt notice to the other party (where lawful) to allow objection.

9.3 Publicity. We may reference your name and logo in customer lists and case studies unless you opt out by written notice. You shall not use our name or marks without prior written consent.

10. Indemnification

You will defend, indemnify, and hold harmless WorldWise and its affiliates, officers, employees, and agents from any third‑party claim, demand, suit, investigation, fine, penalty, or cost (including reasonable attorneys’ fees) arising out of or related to: (a) your Goods (including product liability, labeling, and IP infringement); (b) your breach of this Agreement or Policies; (c) your negligent acts or omissions, fraud, or willful misconduct; or (d) your misuse of the Services or Platform.

11. Insurance

11.1 No Bailment Insurance Provided. We do not insure Goods. You are responsible for maintaining insurance (e.g., property/inventory, cargo, general liability, product liability) adequate for your risk tolerance.

11.2 Parcel/LTL Insurance. Upon request, we may facilitate third‑party shipment insurance for individual consignments; you remain responsible for understanding coverage limits, exclusions, and claims processes.

12. Disclaimers

THE SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR‑FREE OPERATION OR CARRIER PERFORMANCE.

13. Limitation of Liability

13.1 Carriers in Possession. While a Carrier is in possession of Goods, the Carrier (not WorldWise) is responsible under applicable law and its tariff/contract limits.

13.2 Shrink Allowance. A reasonable annual shrink allowance applies equal to 0.5% of the total actual product valueof your Goods stored at Facilities, measured by your original purchase invoice(s). Losses within the Shrink Allowance are not compensable.

13.3 Goods Loss/Damage Cap. For losses attributable to WorldWise while Goods are in our care, our liability is limited to the actual product value of the lost or damaged units, capped at the lesser of (a) 5% of total actual product value stored at the relevant Facility; or (b) one (1) month of billable storage for such Goods.

13.4 Aggregate Cap. In no event will our aggregate liability to you exceed the lesser of US $10,000 or 100% of Fees paid by you for Services in the three (3) months preceding the event giving rise to the claim.

13.5 Excluded Damages. We are not liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, goodwill, or data, even if advised of the possibility.

13.6 Exclusive Remedy. The limitations in this Section 13 allocate risk and form an essential basis of the bargain.

14. Claims; Time Limits; Documentation

14.1 Notice Windows. You must notify us of (a) visible shortages/damage at receiving within 3 Business Days of receipt confirmation; (b) concealed shortages/damage within 10 Business Days of receipt confirmation; and (c) fulfillment inaccuracies within 10 Business Days of shipment date.

14.2 Documentation. All claims must include SKU, lot/batch (if applicable), quantity, photos, purchase invoices establishing product value, and relevant Order/WRO numbers. We may request additional documentation. Failure to timely submit a complete claim waives the claim.

14.3 Mitigation. You must reasonably mitigate losses and follow our instructions for inspection, quarantine, or disposition.

15. Data Protection; Privacy; Subprocessors

15.1 Role. With respect to Personal Information contained in Client Materials or Orders, WorldWise acts as a “service provider” or “processor” to Client. We will process such Personal Information only to provide and improve the Services, per our Data Processing Addendum (DPA) incorporated by reference.

15.2 Compliance. Each party will comply with applicable privacy laws (e.g., CCPA/CPRA, GDPR as applicable). You will provide all required notices and obtain all consents necessary for us to process Personal Information.

15.3 Security. We implement commercially reasonable technical and organizational measures designed to protect Personal Information and Client Materials. You are responsible for securing your systems and credentials.

16. Term; Suspension; Termination; Post‑Termination

16.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein.

16.2 Suspension. We may suspend Services immediately for (a) non‑payment; (b) suspected legal or policy violations; (c) safety or security risks; or (d) to comply with law.

16.3 Termination for Convenience. Either party may terminate for convenience upon thirty (30) days’ written notice, provided all balances are current and removal of Goods is scheduled.

16.4 Termination for Cause. Either party may terminate for material breach not cured within ten (10) Business Days after written notice. We may terminate immediately for violations of Sections 3.3, 4.2, 4.3, 4.4, or for unlawful activity.

16.5 Exit; Inventory Removal. Before removing all Goods, you must pay (or prepay) all outstanding Fees and a good‑faith estimate of exit Fees. Storage and handling charges continue during removal. After the removal deadline stated in our notice, we may treat remaining Goods as abandoned and liquidate or dispose of them; you remain liable for any deficiency.

16.6 Survival. Sections 3.3, 5–15, 16.5–16.6, and 17–23 survive termination.

17. Compliance; Anti‑Bribery; Import/Export

You will comply with all applicable anti‑bribery/anti‑corruption laws (including FCPA/UK Bribery Act), customs/import laws, and export/sanctions regimes. You will not identify WorldWise as consignee, importer of record, or merchant of record. Goods must be delivered DDP to Facilities unless otherwise agreed in writing.

18. Intellectual Property

Except for the limited license in Section 3.3, these Terms do not grant any rights to WorldWise’s or Client’s trademarks or other IP. Feedback you provide may be used by us without restriction.

19. Force Majeure

Neither party is liable for failure or delay caused by a Force Majeure Event. The affected party will use reasonable efforts to mitigate and resume performance.

20. Governing Law; Venue; Dispute Resolution

This Agreement is governed by the laws of the State of Nevada, without regard to conflict‑of‑laws rules. Venue for any permitted court action lies exclusively in state or federal courts located in Clark County, Nevada.

Arbitration. Except for claims for injunctive relief or small‑claims matters, disputes will be finally resolved by confidential, binding arbitration before a single arbitrator under the Commercial Rules of the American Arbitration Association (AAA) in Las Vegas, Nevada. Each party bears its own fees and costs unless the arbitrator awards otherwise.

21. Notices

Notices must be in writing and sent by personal delivery, nationally recognized courier, or email with confirmation to the addresses below (or as later designated):

  • WorldWise Services: 4390 E Alexander Rd, Las Vegas, NV 89115; Email: legal@worldwiseimports.com

  • Client: The address and email on file in the Account.

Notices are deemed given when received.

22. Assignment; Subcontracting

You may not assign this Agreement without our written consent. We may assign or subcontract performance (including to warehouse and logistics partners) provided we remain responsible for our obligations to you under these Terms.

23. Miscellaneous

23.1 Entire Agreement. This Agreement (including the Policies, Rate Card, and any SOWs) constitutes the entire agreement and supersedes all prior understandings.

23.2 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in force.

23.3 No Waiver. A failure to enforce any provision is not a waiver of future enforcement.

23.4 Independent Contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.

23.5 Headings. Headings are for convenience only and do not affect interpretation.

Appendix A — Operational Highlights (Non‑Exhaustive)

  • Standard Pallet: 48" x 40"; default max height 72" unless otherwise agreed.

  • Appointment Windows: Posted on the receiving calendar; driver wait time billed per Rate Card.

  • Labeling: Each carton/mastercase must have a scannable SKU/UPC/EAN and quantity.

  • URO Examples: No labels, mixed SKUs without ASN, unidentified floor‑loads.

  • Accessorials: Examples include palletization, shrink‑wrap, dunnage, kitting, relabeling, rework, special projects, repack, hazardous review, disposal.

  • Documentation: BOL, packing list, ASN/WRO number, import/customs clearance proof for DDP shipments.

Client Acknowledgment: By using the Services, Client confirms it has read and agrees to the Terms, Policies, and Rate Card, and that all Goods and Client Materials comply with Legal Requirements.