Customer Agreement
Last updated: 10/14/2026
The terms and conditions set forth below (the “Agreement”) govern all quotes, sales orders, orders, invoices, and purchases of goods and services from Blue Sky Marketing Group LLC (“Blue Sky,” “Provider,” or “us”) by the purchaser (“Client” or “you”), and are incorporated by reference into each quote, sales order, and invoice issued by Blue Sky. Client accepts this Agreement by placing an order, approving a quote, proof, or sample, accepting delivery of goods or services, or paying any invoice, whichever occurs first. This Agreement applies to all orders unless Blue Sky and Client have agreed otherwise in a separate signed writing. Terms in Client’s purchase orders, supplier portals, or similar documents that add to or conflict with this Agreement do not apply unless Blue Sky expressly agrees to them in writing.
The Agreement constitutes a contract for the purchase and sale of products and services. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between them. Neither party has authority to bind, represent, or act on behalf of the other party in any manner.
The performance standard under this Agreement is based on the Client’s reasonable satisfaction, including review of samples and layouts prior to item production and website publication. Any goods that do not meet or exceed the quality of any proof or sample upon which approval is based shall be considered nonconforming. Client may return nonconforming goods for a refund, provided Client notifies Provider within ten (10) days of delivery and returns the goods in their original condition.
Client represents and warrants that it owns or has the legal right to grant the licenses set forth in this Section with respect to all names, trademarks, service marks, logos, designs, trade dress, and other intellectual property provided by Client to Provider (“Client IP”). Client will provide documentation of such ownership or rights upon Provider’s reasonable request.
Client hereby grants Provider a non-exclusive, non-transferable (except as permitted below), royalty-free, limited license to use the Client IP solely as necessary to perform Provider’s obligations under this Agreement, including use on branded apparel and other merchandise, and on any websites designed, published, or hosted by Provider for Client. Provider may grant limited sublicenses to its manufacturers, printers, and other subcontractors solely as needed to produce and deliver the branded products contemplated by this Agreement, provided such sublicensees are bound by conditions at least as protective as those in this Agreement.
Provider shall not modify, alter, or remove Client’s logos or trademarks on any merchandise, promotional materials, or websites without Client’s prior written approval. Provider shall comply with any reasonable brand guidelines provided by Client in writing.
Provider acknowledges that its use of Client IP does not create or transfer any right, title, or interest in or to the Client IP beyond the limited license expressly granted herein. All rights not expressly granted to Provider are reserved by Client. The license granted in this Section shall automatically terminate upon expiration or termination of this Agreement, except that Provider may continue to use Client IP solely to the extent necessary to fulfill outstanding orders placed prior to termination.
All custom designs, artwork, layouts, and other materials created by Provider specifically for Client under this Agreement (“Work Product”) shall be owned by Client upon full payment. Work Product does not include website or webstore code, which remains Provider’s property. Provider retains all right, title, and interest in and to its pre-existing materials, tools, processes, software, and general know-how. Provider grants Client a non-exclusive, royalty-free license to use any Provider pre-existing materials that are incorporated into the Work Product, solely as part of the final deliverables.
Provider may, at its option and upon mutual agreement with Client, design, publish, and/or host an ecommerce webstore on Client’s behalf. Any such services shall be subject to the terms of this Agreement.
Client shall review and approve the webstore (or any material changes) before it is made publicly available.
Provider will host the webstore with reasonable care and skill and will use commercially reasonable efforts to maintain availability. Provider does not guarantee uninterrupted or error-free operation and shall not be liable for downtime, data loss, or third-party service failures beyond its reasonable control. Provider may perform scheduled maintenance with reasonable notice.
Fees for webstore design, publication, hosting, or related services shall be as agreed by the parties and are subject to the Payment and Collection Terms of this Agreement.
Upon termination or expiration of this Agreement (or of the webstore services), Provider shall take the webstore offline as provided in the Termination section. Provider has no obligation to transfer hosting, provide source code beyond the Work Product ownership terms, or continue services after termination.
Client shall pay all invoices within the payment terms stated on the applicable invoice or sales order, up to the Client’s then-current approved credit limit. Provider may require partial or full prepayment for any order or invoice amount that would cause Client’s outstanding balance to exceed the approved credit limit.
Invoices shall be deemed accepted and payable in full unless Client provides written notice of a bona fide, good-faith dispute within fifteen (15) days of the invoice date, specifying the disputed amount and the basis for the dispute in reasonable detail. Client shall timely pay all undisputed amounts. Client may not set off, deduct, or withhold any amounts from payments due to Provider without Provider’s prior written consent.
Client agrees to pay all costs of collection of any past-due amounts, including but not limited to reasonable attorneys’ fees, court costs, and the fees and expenses of any collection agency, whether or not a lawsuit is filed.
Provider reserves the right to suspend further production, shipments, or services if any invoice remains unpaid beyond its due date.
All of Provider’s fees are exclusive of any sales, use, excise, value-added, or similar taxes. To the extent the services Provider provides are themselves subject to taxes or fees, Provider will calculate the applicable taxes and fees payable and shall include such taxes or fees on its invoices to Client. Client shall be responsible for all taxes arising from or related to its purchases under this Agreement (other than taxes based on Provider’s net income).
Provider will charge applicable sales and use tax on its invoices unless Client has provided a valid tax exemption certificate or resale certificate that is on file with Provider at the time of invoicing. If Client believes its purchases are tax-exempt, it must submit to Provider a valid tax exemption certificate applicable to the purchase. Until a valid certificate is received, Provider may treat the transaction as taxable. Client shall indemnify and hold Provider harmless from any tax, interest, and penalties that arise if an exemption is disallowed or a certificate is determined to be invalid.
If Provider is audited, Client agrees to reasonably cooperate with Provider in responding to any tax authority’s requests for information relating to sales to Client and, at Client’s expense, in challenging any assessment relating to those sales. If taxes are not included in Provider’s invoice to Client but are later assessed by a taxing authority, Client shall promptly reimburse Provider for any such tax paid by Provider in connection with sales to Client, together with any related interest and penalties, except to the extent such interest and penalties result from Provider’s own error in calculating, charging, or collecting the tax.
1. Where Provider fulfills Client’s order through a drop-ship vendor, title to the products shall transfer to Client at the warehouse location where such products are located. If the final delivery address is known to Provider at the time of the sale, that final delivery address will be used to calculate applicable sales and use taxes. If the final delivery address is not known, the warehouse location where title transfers will be used.
2. Where products are shipped by Provider to a third-party warehouse, title to the products transfers to Client upon delivery of the product to the third-party warehouse. If the final delivery address is known to Provider at the time of shipment, that final delivery address will be used to calculate applicable sales and use taxes. If the final delivery address is not known, the address of the third-party warehouse will be used.
Provider may operate an ecommerce webstore for Client through which Client may gift or sell products it purchases from Provider to its stakeholders and/or customers.
1. Gifting Transactions. Transactions in which Client purchases product from Provider that, through the webstore operated by Provider, Client subsequently gifts to its stakeholders for no consideration shall be considered retail sales from Provider to Client. For gifting transactions, if the final delivery address of the recipient is known to Provider, that address will be used to calculate applicable sales and use taxes. If the final delivery address is not known, the warehouse location where title transfers (whether a third-party warehouse or drop-ship vendor warehouse) will be used.
2. Resale Transactions. Transactions in which, through the webstore, Client sells the product purchased from Provider shall be treated as follows: a. Client shall provide Provider with valid resale certificates or verified seller’s permit numbers to support treatment of these purchases as purchases for resale. Until Client provides a valid resale certificate or seller’s permit number that is on file with Provider, Provider shall treat the purchase as a taxable retail sale and charge applicable tax on its invoice to Client. b. Where required by applicable state marketplace facilitator laws, Provider will act as a Marketplace Facilitator with respect to sales made by Client to its customers through the webstore. In such cases, Provider will collect the applicable sales tax from the end customer (based on the customer’s address) and will report and remit that tax to the applicable taxing authority. Client shall reasonably cooperate with Provider and provide any information reasonably required for Provider to fulfill its Marketplace Facilitator obligations.
Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to a material breach of this Agreement by the Indemnifying Party, including any breach of its representations or warranties, or the gross negligence or willful misconduct of the Indemnifying Party in connection with its performance under this Agreement.
The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any claim for which indemnification is sought (provided that failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure). The Indemnified Party shall reasonably cooperate in the defense and may participate with its own counsel at its own expense.
Client IP Indemnity. Client shall indemnify, defend, and hold harmless Provider and its Indemnified Parties from and against any third-party claims arising out of or relating to Provider’s authorized use of Client IP under this Agreement, including any claim that such use infringes or misappropriates any third-party intellectual property rights.
Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement (“Confidential Information”), including the terms of this Agreement, business and financial information, customer lists, personal information, and pricing information, and not to use or disclose it except as necessary to perform under this Agreement or with the other party’s prior written consent.
Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was already known to the receiving party without confidentiality obligation, (c) is independently developed, or (d) is rightfully received from a third party without restriction.
If disclosure is required by law, the receiving party shall (to the extent legally permitted) give prompt notice so the disclosing party may seek protective treatment, and shall disclose only the minimum required.
Upon termination, each party shall return or destroy the other party’s Confidential Information, except for one archival copy retained for legal compliance purposes. These obligations survive for five (5) years after termination (or longer for trade secrets, for so long as they remain trade secrets).
This Agreement applies to each order placed by Client and remains in effect for so long as Client places orders with, or receives goods or services from, Provider, unless terminated as provided below. Any order accepted before the effective date of termination remains governed by this Agreement.
Either party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other party. In the event of termination by Client, Client shall pay for all outstanding invoices in accordance with the Payment and Collection Terms of this Agreement for finished goods, work in process, and materials ordered or produced specifically for Client prior to the effective termination date.
Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within twenty (20) days after receiving written notice that describes the breach in reasonable detail and states the intent to terminate if it is not cured. Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (b) ceases to operate in the ordinary course of business. Provider may also terminate this Agreement immediately upon written notice if Client fails to pay any undisputed amount when due and such failure continues for fifteen (15) days after written notice of non-payment. This provision is in addition to all of the rights, obligations, and remedies set forth in the Payment and Collection Terms of this Agreement.
Upon the effective date of expiration or termination of this Agreement, Provider shall, at Client’s request, ship to Client all paid-for inventory of Client-branded items then in Provider’s possession. Any website published by Provider on Client’s behalf shall be taken offline and made unavailable to visitors.
Each party shall comply with all applicable federal, state, and local laws in performing its obligations under this Agreement. If Provider processes credit card transactions in connection with this Agreement, it shall do so in accordance with applicable Payment Card Industry Data Security Standards (PCI-DSS).
Provider shall maintain reasonable administrative, physical, and technical safeguards to protect personal information that are no less rigorous than accepted industry standards.
Provider’s total liability arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, exclusive of any tax reimbursements. In no event shall Provider be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, lost business, or loss of data, regardless of the form of action or the theory of liability, even if Provider has been advised of the possibility of such damages. The limitations in this Section shall not apply to Provider’s liability arising from its gross negligence, willful misconduct, or fraud.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, terrorism, riots, embargoes, strikes, lockouts, labor disputes, government actions, pandemics, epidemics, or significant supply chain disruptions. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects of the force majeure event and resume performance. Force majeure shall not excuse Client’s obligation to pay any amounts that are already due or that become due for goods or services already provided.
This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois, for the resolution of any such dispute, and waives any objection to venue in those courts (including any objection based on forum non conveniens). Service of process by registered or certified mail, or by nationally recognized overnight courier, to a party’s address provided to the other in connection with this Agreement shall be effective service of process for any action brought in such courts. The parties shall promptly advise each other of any change of address.
Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or the business to which this Agreement relates. Any attempted assignment in violation of this section shall be void.
Provider may update this Agreement from time to time by posting a revised version with a new “Last Updated” date. Each revised version applies only to orders placed after it is posted; orders placed before then remain governed by the version in effect when they were placed. Except as provided in this Section, this Agreement may not be amended or modified, or any part of it waived or released, unless an amendment or modification is in writing and signed by authorized representatives of both parties.
Where a party is required to give notice under this Agreement, that notice shall be sent by email, with a copy sent the same day by mail, return receipt requested, to Provider at the email and mailing address shown on its most recent quote, sales order, or invoice, and to Client at the email and mailing address on file with Provider for Client’s account. For all purposes under this Agreement, notice shall be deemed to be received on the date of emailing. The parties shall promptly advise each other of any change of address.
This Agreement, together with the applicable quote, sales order, or invoice, constitutes the entire agreement between the parties with respect to its subject matter and, except for any separate signed written agreement described in the introduction above, supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral. No representation, warranty, or inducement has been made by either party except as expressly set forth in this Agreement.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce that provision or any other provision in the future. Any waiver must be in writing and signed by the waiving party to be effective.
The following sections shall survive expiration or termination of this Agreement: Payment and Collection Terms, Intellectual Property and Licenses, Confidentiality, Indemnification, Limitation of Liability, Dispute Resolution, Taxes, Ownership of Work Product, and any other provisions that by their nature should survive.
