Exhibit A: Terms and Condition
1. LICENSE AND RIGHTS.
Subject to the terms and conditions of this Agreement, Global Validity hereby grants License Holder the License as described in the License Agreement during the Term. License Holder may not grant sublicenses of its rights under the License. Global Validity reserves all rights not expressly granted to License Holder under this Agreement. Global Validity shall own and retain all right title and interest in and to (a) the Platform and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with customer support provided hereunder, and (c) all intellectual property rights related to any of the foregoing. Global Validity retains ownership of all intellectual property rights related to the Platform, including copyrights, patents, trademarks, and other proprietary rights. Other trademarks, service marks, graphics, and logos used in connection with the Platform may be the trademarks of third parties. This Agreement and the License provided hereunder do not transfer any Global Validity or third-party intellectual property; all rights, titles, and interests in and to such property will remain solely with Global Validity.
2. RESTRICTIONS, RESPONSIBILITIES, AND ACKNOWLEDGEMENTS.
2.1 Platform Only.
Global Validity provides the License Holder the Platform as-is. License Holder agrees and acknowledges that Global Validity is only the Platform provider and that Global Validity is not a Supplier. Global Validity is not involved in any License Holder-Supplier agreements, engagements, relationships, or otherwise.
2.2 Liability For Suppliers.
Global Validity shall not be held liable for the actions, non-actions, or omissions of a Supplier for any reason, regardless of whether such actions, nonactions, or omissions arising out of a Certification Project or Supplier’s performance of Certification Services. While Global Validity uses commercially reasonable efforts to confirm that Suppliers are valid existing and qualified Suppliers of Certification Services, Global Validity does not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any Supplier.
2.3 Guaranty of Results.
Global Validity does not guarantee that any specific result will arise from a Certification Project, Certification Services, or any other relationship between License Holder and a Supplier.
2.4 Lack of Confidentiality.
License Holder acknowledges that information submitted through the Platform to the Suppliers concerning any Device, Certification, Certification Service, or Certification Project is protected by Non-Disclosure Agreements between Global Validity and Suppliers. Through the Platform, a License Holder can request a separate Non-Disclosure Agreement directly with the Supplier that does not infringe upon Global Validity current Agreements or Processes. License Holder also acknowledges that such information may be made publicly available if used in an application for Certification submitted to a governmental or quasi-governmental body.
The License Holder is solely responsible for resolving any dispute between License Holder and any Supplier. Global Validity may, in its sole discretion, decide to assist in resolving a dispute between a License Holder and Supplier but guarantees no specific result or outcome from such involvement.
2.6 Communication with Suppliers.
All written communication between License Holder and any Supplier should occur within the Platform. License Holder may, however, communicate with a Supplier outside of the Platform by telephone or video communication software. If License Holder communicates with a Supplier outside of the Platform, Global Validity may not be able to assist in the dispute resolution process. Global Validity is not responsible for any arrangements, commitments, or agreements made outside the Platform between the License Holder and Supplier. Global Validity highly recommends that all agreements discussed and made verbally with Suppliers are immediately detailed and confirmed in writing through the Platform.
License Holder will not directly or indirectly circumvent the Platform after discovering a Supplier thereon by attempting to, inducing, or engaging a Supplier for any service outside of the Platform. (“Circumvention”). License Holder agrees to pay Global Validity a fee equal to 50% of the amount paid to any Supplier for all services outside the Platform that would constitute Circumvention.
2.8 Platform Discovery.
License Holder will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, underlying structure, processes, Supplier information, ideas, know-how, or algorithms relevant to the Platform, as well any software, documentation or data related to the Platform (“Software”); (b) attempt to discover or recreate (outside of the Platform) the process by which Global Validity provides the Platform and facilitates engagements between Suppliers and License Holders; (c) modify, translate, or create derivative works based on the Platform or any Software (except to the extent expressly permitted by Global Validity or authorized within the Platform); (d) use the Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, or (e) remove any proprietary notices or labels.
2.9 Complete Information.
License Holder will provide Global Validity and Suppliers complete and accurate information concerning itself, any Device for which Certification is sought, and any other information relevant to a Device RFQ or Certification Project. If it is determined that any information provided by License Holder is incomplete or inaccurate, then Global Validity, in its sole discretion, may remove such information, as well as invalidate or cancel any Quote or Certification Project related to such incomplete or inaccurate information. In the case of any incomplete or inaccurate information, Global Validity may direct the License Holder to update the affected Device RFQ, which may lead to Suppliers having to provide new Proposals and to increased fees or delays in the Certification process.
License Holder may add users (each, a “User”) to its Account, provided that the Platform Administrator is solely responsible for provisioning and de-provisioning the User Account access. Platform Administrator may also provide “deputy” user rights provided the Platform Administrator is exclusively accountable for de-provisioning Deputy user rights. License Holder is entirely responsible for the actions of its Users within its Account and shall ensure User compliance with this Agreement.
Global Validity will make its best effort to ensure the security of the License Holder’s account, including employee training, provisioning, and de-provisioning of the employee rights and the use of industry-leading web security software. Global Validity will notify License Holder within 48 hours if it becomes aware of any security breach that may affect the License Holder’s account. License Holder and its Users shall also be responsible for maintaining the security of the License Holder’s Account, including Login Information, Certifications, files, and any other information stored in its Account. License Holder shall notify Global Validity immediately of any unauthorized use of its account or other security breaches. Global Validity will not be responsible for any liabilities, losses, or damages arising from unauthorized use of Licensee Holder’s Account.
License Holder and Global Validity represent covenants and warrant that License Holder and Global Validity will use the Platform only in compliance with this Agreement and all applicable laws and regulations (“Compliance”). License Holder and Global Validity hereby agree to indemnify each other and hold harmless against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from any alleged or actual violation of the foregoing or otherwise from License Holder’s or Global Validity’s use of Platform, including for any losses, expenses, or penalties arising from claims or actual violation or infringement of any third party’s intellectual property rights. Global Validity may terminate or suspend License Holder’s License and Account as well as any Certification Projects in progress without having to refund any amounts paid by License Holder if Global Validity (a), in its sole and reasonable discretion, determines that the License Holder is not in Compliance, (b) provides License Holder with written notice of non-Compliance (“Notice”), and (c) License Holder fails to cure such non-Compliance within ten business days of receipt of the Notice.
2.13 Country Requirements.
The Platform hosts a general “country requirements section” that lists the requirements to obtain Certification from a given country (“Country Requirements”). Global Validity makes reasonable effort(s) to keep this section up to date. Country Requirements are only provided for informational purposes and may not be complete, accurate, or comprehensive lists of everything a country may require in obtaining Certification. As such, you acknowledge that Global Validity is not liable for losses or claims arising from listed Country Requirements.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
Generally. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or related information concerning the Disclosing Party’s business or products (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Global Validity includes non-public information regarding features, functionality, performance, Platform process form, Suppliers, Supplier information, estimated costs, and related information. Proprietary Information of License Holders or Suppliers includes non-public data or information, such as Certification Project cost quotes, provided by License Holders or Suppliers to facilitate Platform (“User Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as required to facilitate the Platform or as otherwise contemplated herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or generally becomes available to the public, or (b) was in its possession or known by it prior to receipt before closing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Notwithstanding any other term or provision herein, information intended to be disclosed to a Certification Body for the purpose of certification is not considered subject to confidentiality obligations hereunder, nor is it considered to be “Proprietary Information” or “User Data.”
3.2 Data Ownership.
License Holder shall own all right, title and interest in and to the User Data; provided that, notwithstanding anything to the contrary, Global Validity shall have the right to collect, use, and analyze data (including User Data) and other information relating to the provision, use, and performance of various aspects of the Platform, and related systems and technologies (including, without limitation, information concerning License Holder Data and data derived therefrom, such as cost estimates provided by Suppliers, Certification Project schedules, Device information, and other information related to Certification Projects), and Global Validity will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Platform and for other development, diagnostic, process improvement, and corrective purposes in connection with the Platform and other Global Validity offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. At no time will any License Holder’s specific or personal data be disclosed.
4. PAYMENT OF FEES
License Holder shall pay all fees for the Certification Projects processed through the Platform as stipulated in Exhibit B.
This agreement will automatically renew annually unless terminated by either party.
Fees paid by License Holder concerning each Certification Project are only refundable as outlined in Exhibit B. In unique instances, Global Validity, in its sole discretion, may decide to refund project fees paid by a License Holder. Billing. Global Validity will send invoices to the designated person (s) and or department (s) as assigned by the Platform Administrator. However, Global Validity retains the right to change or modify its billing and invoicing practices at any time and from time to time during the Term. Taxes and Other Fees. Global Validity is not liable for any taxes.
5. TERM AND TERMINATION
Subject to termination as provided below, this Agreement and the License granted hereunder shall expire three (3) years from the effective date.
In addition to any other remedies it may have, Global Validity retains the right to terminate this agreement at any time. Notice of termination will be made in writing to License Holder. The License Holder will continue to access all open projects as applicable. The License Holder may terminate this agreement at any time, provided there are no open projects on the Platform.
5.3 Effect of Termination.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, circumvention, confidentiality obligations, warranty disclaimers, and limitations of liability. Upon termination of this Agreement for any reason, Global Validity will not owe License Holder a refund of any fees paid hereunder unless License Holder is eligible for a refund as set forth herein.
5.4 Data At Termination.
Upon any termination, Global Validity will make all License Holder Data (including any Certifications stored on the Platform) available to License Holder for electronic retrieval for a period of 30 daysfrom the date of termination, but thereafter Global Validity may delete License Holder’s Account, which will delete all License Holder Data and Certifications stored therein. Within the immediate 30 days following the termination of this Agreement, Global Validity will provide License Holder commercially reasonable assistance on one occasion to export the information and data stored in the License Holder’s Account.
6. WARRANTY AND DISCLAIMER.
Global Validity shall use reasonable efforts consistent with prevailing industry standards to provide and maintain the Platform. Global Validity shall use commercially reasonable efforts to provide License Holder commercially reasonable customer support concerning the Platform in accordance with Global Validity’s standard practices. The Platform may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, either by Global Validity or by third-party providers, or because of other causes beyond Global Validity’s reasonable control, but Global Validity shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, GLOBAL VALIDITY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM IS PROVIDED “AS IS,” AND GLOBAL VALIDITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GLOBAL VALIDITY MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING SUPPLIERS OR CERTIFICATION SERVICES.
7. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, GLOBAL VALIDITY AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA (Global Validity makes a best effort to avoid data corruption and employs industry standard disaster recovery process) OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND GLOBAL VALIDITY’S REASONABLE CONTROL; (D) ACTIONS, INACTIONS, OR OMISSIONS OF SUPPLIERS; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO GLOBAL VALIDITY FOR UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT GLOBAL VALIDITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DEVICE CERTIFICATION PROCESS GUIDE
Below is a description of how the Platform works and how License Holders and Suppliers interact on the Platform concerning the Device Certification process.
1. To begin the process of obtaining Certification for a given Device in a specific country, the License Holder must build a Device RFQ profile including technical details and upload a specification or marketing brochure (each, a “Device RFQ”).
2. The License Holder submits this Device RFQ profile to Supplier(s) for a quotation. Suppliers will have 7-10 business days (the “Bid Period”) to review the Device RFQ and enter their quote amounts to obtain the Certification requested on behalf of the License Holder. Suppliers are required to provide all quotes to be inclusive of all taxes, fees (except customs, broker, or shipping if applicable), and application costs (each such amount, a “Supplier Fee”). The Bid Period could be extended if there are outstanding questions from suppliers or if the device employs complex, non-standardized technologies across a more massive country list, for example, a non-standardized proprietary radio device.
3. During the Bid Period, the Platform will provide the License Holder with proposals from Suppliers (each, a “Proposal”). Each proposal includes a description of the work to be completed by the Supplier. Based on the License Holder’s preferences, the License Holder can separately select Proposals provided by any Supplier to obtain Certification from each or all countries where a Device is to be used or marketed. The License Holder can choose not to select a specific service, country, or countries in reviewing the Proposals. Once the License Holder selects the desired Proposals, the Platform will create a single final quote that incorporates the selected Proposals (the “Proposal Amount”).
4. A purchase order is sent by License Holder to Global Validity when the License Holder elects to start the project. Global Validity will send an invoice (an “Invoice”) for the License Holder to make an initial payment of 50% of the Proposal Amount, and the License Holder must pay such amount within agreed-upon terms (“Certification Payment”). Any efforts, services, or advisory services provided by the Supplier prior to Global Validity receiving a Purchase Order from License Holder shall not be contractually binding.
5. The License Holder must select services from the supplier’s proposals within 90 days of receiving the first Supplier’s Proposal (“Selection Period”). If the Proposal is not selected and funded during the Selection Period, the Platform will require the License Holder to request all Suppliers to submit a renewed Proposal. For the purposes of this Agreement, “Certification Project” shall mean the engagement between a License Holder and a Supplier to obtain the country-specific Device Certification.
6. When Global Validity has received a Purchase Order from License Holder:
a. Global Validity will issue a purchase order (“PO”) to the selected Suppliers within two business days (“Selected Supplier”)
b. Upon receipt of a PO, each Selected Supplier is approved to begin working on the respective Certification Projects
*Note 1: 50% of the total Project Cost is owed to Global Validity by License Holder and or non-refundable (if paid) to License Holder two (2) business days after GV receives a purchase order from License Holder.
*Note 2: When Selected Supplier (s) change Project Status to either In-Test (IT) or Application Submitted (AS), any remaining Certification Cost for that country certification is owed by License Holder and or non-refundable to License Holder (if paid).
*Note 3: Total remaining project amount is owed to Global Validity from License Holder and or non-refundable (if paid) to License Holder 180 days after order is received by Global Validity.
7. Once a Selected Supplier receives the requested Certification, the Selected Supplier must upload the Certification into the Platform for review by the License Holder (“Certification Upload”) and a second invoice for the remaining 50% of the Country Certification will be issued. Global Validity reserves the right to watermark the draft certification (view only) until the final payment has been received by Global Validity.
8. Within five (5) business days of Certification Upload (“Certification Review Period”), the License Holder must either approve or deny the Certification. If the License Holder does NOT take action to approve or deny the Certification during the Certification Review Period, then Global Validity shall deem the respective Certification to be approved, and the Selected Supplier will be paid the remaining amount of its respective Supplier Fee. If the License Holder denies the Certification, the License Holder must inform the Selected Supplier of the denial and what remedy is required for the License Holder to accept the Certification. Global Validity has sole discretion to release the remaining amount of the respective Supplier Fee to the Supplier if Global Validity reasonably determines that the Selected Supplier met its obligations concerning the Certification.
9. The Platform is Self-Serve (Do It Yourself), and the License Holder is solely responsible for operating the platform including administration, initiating projects, project support, project management, supplier communication and the outcome of all projects. Global Validity will provide platform support if a feature is not working as intended, becomes unavailable, or requires administrative training. Global Validity does not provide project support services of any kind unless separately contracted by License Holder.
GLOBAL VALIDITY PAYMENT TERMS
1. Payment terms are NET30
2. 50% of Proposal Amount invoiced upon receipt of Purchase Order
a. Global Validity will issue a purchase order to the elected Suppliers within two business days
b. Upon issuance of a Global Validity PO, each elected Supplier is approved to begin working on the respective projects
3. A final invoice for each country certification will be issued and is due NET30 after the Supplier uploads a country certification into the Platform.
*Note 1: 50% of the total Project Amount is owed to Global Validity by License Holder and or non-refundable (if paid) to Devie Provider two (2) business days after GV receives a purchase order from License Holder.
*Note 2: When Selected Supplier (s) change Project Status to either In-Test (IT) or Application Submitted (AS), any remaining Certification Cost for that country certification is owed by License Holder and or non-refundable (if paid) to License Holder.
*Note 3: Total remaining Project Amount is owed to Global Validity from License Holder and or non-refundable (if paid) to License Holder 180 days after order is received by Global Validity.
*Note 4: Price increases from the country certification body will be charged to the License Holder if the project has been open for greater than 90 days without the commencement of testing (if applicable) or the application for certification has not been submitted to the country certification body due to License Holder delays.