1. Definitions

The following terms, as may be used in the commercial agreement, shall have the meanings set forth below:

“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up of the Company.

“Authorized Customer” shall mean an individual authorized to use and link to Company’s Corporate Account, or an individual that is authorized to use OUTSPECTION Services in connection with the Corporate Account, as such term is used in the applicable Addendum.

“Data Protection Law” means all laws and regulations applicable to the personal data under the Agreement, including as applicable the laws and regulations of the respective jurisdiction of the contracting parties, including the General data Protection Regulation (GDPR) with respect to the processing of Personal Data.

“End Customer Terms” shall mean the terms and conditions applicable to all customers of the OUTSPECTION Service, available at as may be updated by OUTSPECTION from time to time.

“Personal Data” means any information in connection with this Agreement that can reasonably be used to identify an individual, or that may otherwise be considered personal data.

“Service Fee” shall mean the service fees applicable to Customer Charges and/or Company’s use of the OUTSPECTION Services, if any, as set forth in an Addendum or otherwise agreed to between OUTSPECTION and Company.

“OUTSPECTION Marketplace App” shall mean OUTSPECTION’s mobile application or mobile website required for use of the OUTSPECTION Service, as may be updated by OUTSPECTION from time to time.

“OUTSPECTION Marketplace Service” shall mean OUTSPECTION’s technology service that, when used in conjunction with the OUTSPECTION App, or the Dashboard, as applicable, enables customers and Administrators to request inspections on a bidding basis from independent third-party providers.

“Customer Charges” shall mean charges incurred by Authorized Customers or Administrators, as may be the case, for inspections, or other services obtained using the OUTSPECTION Service, including any charges that may be due for a particular use of the OUTSPECTION Service. The terms “controller”, “data subject”, “personal data”, “processing” and “processor” as used in this Agreement have the meanings given in the GDPR.

2. Terms of Use of the Global Inspections Group, Inc. (T/A B2G marketplace application.

These Terms of Use (hereinafter referred to as “Terms”) govern your access to and use of the OUTSPECTION Marketplace (branded as defined in Section 1 above, and are made available by OUTSPECTION, its parent companies, subsidiaries, representatives, affiliates, executives, and directors (hereinafter collectively referred to as, “OUTSPECTION “). These Terms incorporate by reference all other Terms of Use and Policies applicable to your use of the OUTSPECTION Services. For example, our collection and use of personal information related to your access and use of OUTSPECTION Marketplace is described in our Privacy Policy. Your use of the OUTSPECTION Marketplace is also subject to the OUTSPECTION customer Generated Content Policy.

3. Scope of the OUTSPECTION Marketplace

OUTSPECTION Marketplace is a digital platform created to:

(i) facilitate the connection between customers and third-party companies or freelancers, if applicable in your country, if inspection companies or inspectors are registered on the OUTSPECTION platform (hereinafter referred to as “Inspectors and Inspection companies“),

(ii) publish offers and information from inspection suppliers available for jobs, as well as

(iii) provide tools for research and communication with each other.

OUTSPECTION serves as a platform to connect customers and Inspection Suppliers, facilitating the exchange of services and products between them. OUTSPECTION does not deliver or provide any Inspections or services provided by registered Inspectors and Inspection companies. When customers purchase an inspection from an Inspector, they are entering into a contract directly with that Inspector. While the contractual relationship is between the customer and the Inspector, OUTSPECTION plays an active role in managing the financial transactions between the parties. Payments for inspections are made to GLOBAL INSPECTIONS GROUP Inc, which holds the funds until the completion and validation of the inspection report. Once the customer validates the inspection report, GLOBAL INSPECTIONS GROUP Inc transfers the payment to the respective Inspector. In this capacity, GLOBAL INSPECTIONS GROUP Inc acts as a financial custodian to safeguard the interests of both parties involved in the transaction, ensuring a secure and efficient payment process.

OUTSPECTION is not and does not become a party or an integral part of any contractual relationship between customers and Inspectors or inspection companies. However, OUTSPECTION recognizes the importance of maintaining service quality and ensuring smooth communication between all parties involved. In the event of nonconformities, inconvenient approaches, communication problems, or deficiencies in service quality, OUTSPECTION has a procedure in place to address such issues (next best inspector or offer is provided free of charge) and apply appropriate sanctions or corrective actions, as necessary. This procedure aims to maintain the quality and integrity of the services provided through the platform.

Customers/administrators are allowed and encouraged to maintain continuous contact with Inspectors during, and after the service for any topic related to the service scope. OUTSPECTION’s role as a facilitator is to provide a seamless communication channel between the parties to ensure successful service delivery. OUTSPECTION is not acting as an agent in any capacity for any party using OUTSPECTION Marketplace. The parties must ensure that they follow all applicable laws. OUTSPECTION does not act as a guarantor for any customer of the OUTSPECTION Marketplace. And those parties need to make sure that they comply with all applicable laws. OUTSPECTION personnel may on occasion be delegated to use the platform on behalf of customers. This does not detract from any and all other terms and conditions between customers and Service providers, as set above and below.

4. Use of OUTSPECTION Marketplace by authorized customers, and administrators.

Company use of OUTSPECTION is voluntary and at the Company’s own risk. OUTSPECTION Marketplace has no control over and does not guarantee (i) the veracity or accuracy of any description, classification, evaluation, or other information about the Company, including, without limitation, Company name, description, biographical information (hereinafter collectively referred to as, “Customer Content“), or (ii) the performance or conduct of any Inspector or third-party inspection company. OUTSPECTION does not endorse any Inspector, or Inspection supplier. While OUTSPECTION facilitates the connection between customers and Inspection Suppliers, OUTSPECTION is committed to maintaining the confidentiality of customer profiles and takes measures to ensure that the personal information of customers is protected.

OUTSPECTION also recognizes the importance of verifying and validating the competencies of Inspectors. As part of the vetting process, OUTSPECTION thoroughly reviews the qualifications and experience of Inspectors before they are authorized to provide services through the platform. This is carried out in the form of a due diligence carried out for each application. The application to become a registered provider is a two-step process, involving a pre-application, and the signature of a contractor agreement.

However, ultimately, OUTSPECTION does not guarantee (i) the veracity or accuracy of any Customer Content, or (ii) the performance or conduct of any Inspector or third-party inspection company. OUTSPECTION does not endorse any Inspector or Inspection supplier. Customers should always exercise due diligence and care when deciding whether to use the OUTSPECTION platform unless a delegation of authority has been given by the customer to OUTSPECTION to conduct its business on its behalf.

The Company will be responsible for all information published on the OUTSPECTION Marketplace and is committed to:

  • Not use OUTSPECTION Marketplace for any purpose that is criminal, harmful, illegal, threatening, offensive, defamatory, disrespectful, unfounded, discriminatory and / or that does not meet true criteria.
  • Not to send or transmit any type of information that induces, incites or results in discriminatory attitudes, violent or criminal messages that violate morals and good customs and that are contrary to public order; that harasses or invades the privacy of others, whether vulgar, profane, sexually explicit, obscene, racial or ethnically offensive, or in any other way, unacceptable for causing risks or damage to the image, materials or morals to OUTSPECTION or Inspectors.
  • Not registering with false or proprietary information from third parties.
  • Do not send any non-public information about OUTSPECTION or any other company or person without proper authorization. This includes providing information (e-mail, address, telephone and others) that is clearly personal to the customer or to third parties.
  • Do not alter, delete or corrupt third party data and information.
  • Do not violate the privacy of other Internet customers or customers.
  • Do not attempt to hack the system for gain or otherwise for use fake e-mail addresses.
  • Not to infringe any patent, trademark, trade secret, copyright, other property rights of any party, or to configure any type of acts or omissions contrary to the law and / or crimes considered, including, but not limited to crimes against honor (defamation, slander, slander), crimes of unfair competition and other crimes typified in any law applicable to its territory.
  • Do not use the customer’s contact details for any purpose other than presenting a commercial proposal. Should the Inspector contact the customer to circumvent the OUTSPECTION platform after having obtained the contact details from OUTSPECTION, severe sanctions will be applied;
  • Not using the products and / or services available on OUTSPECTION Marketplace for purposes other than those for which they are intended, such as on-selling confidential information; and
  • Do not use OUTSPECTION Marketplace for purposes other than those normally expected by the customer interested in OUTSPECTION Marketplace.

OUTSPECTION Marketplace may contain links to third party websites or resources (hereinafter referred to as “Third Party Services“). Such Third-Party Services may be subject to different terms and conditions and privacy practices. OUTSPECTION is not responsible for the availability or accuracy of such Third-Party Services, nor for the content, products or services available on such Third-Party Services. The links to these Third-Party Services are not an endorsement by OUTSPECTION of these Third-Party Services.

OUTSPECTION strives to ensure the continuous and uninterrupted availability and accessibility of OUTSPECTION Marketplace. However, there may be instances where maintenance, improvements, modifications, or other factors could temporarily affect the platform’s availability. In such cases, OUTSPECTION will make reasonable efforts to provide the Company and other customers with advance notice of any scheduled downtime or interruptions that may impact their operations. OUTSPECTION will aim to minimize any disruption to customers and work diligently to restore full functionality as quickly as possible.

The Company agrees that it is solely responsible for compliance with any laws, rules or regulations applicable to its use of the OUTSPECTION Marketplace, including Job Listings and / or Inspection Services that it offers or receives.

5. Modification

OUTSPECTION reserves the right to modify these Terms in consultation with the Company and other customers, in accordance with this provision. If OUTSPECTION propose changes to these Terms, OUTSPECTION will notify the Company and other customers and provide the proposed revised Terms. The Company and other customers will have the opportunity to review the proposed changes and provide written confirmation of their acceptance or raise any concerns. If the Company do not agree with the revised Terms, it must communicate its concerns or objections in writing. The Company’s continued access to or use of the OUTSPECTION Marketplace, following written confirmation of acceptance from the Company and other customers, will constitute acceptance of the revised Terms.

In addition, OUTSPECTION Marketplace reserves the right to modify or cancel the access of the Company to the OUTSPECTION App for justifiable reasons, which include but are not limited to:

(a) breach of these Terms,
(b) misuse or abuse of the platform,
(c) engaging in any fraudulent, illegal, or unethical activities,
(d) violation of any applicable laws or regulations, or
(e) actions that may cause harm to the commercial relationship between OUTSPECTION and the Company or other customers.

OUTSPECTION will provide written notice of any such modification or cancellation of access, along with a detailed explanation of the reason for the action taken.

6. Term and Termination

This Agreement shall commence upon the Company’s acceptance of the Agreement and shall remain in effect until terminated as set forth herein (hereinafter referred to as the “Term“).
Either party may terminate this Agreement or any addendum to this agreement (hereinafter referred to as “Addendum”) with or without cause upon thirty (30) days’ advance written notice to the other party. Termination of one Addendum shall not terminate any other Addendum then in effect. All Addenda shall automatically terminate upon the termination of these General Terms. All outstanding payment obligations and Sections 2, 3, 7 to 11 of these General Terms, as well as the clause Governing law and Dispute resolution in the agreement, shall survive the termination of this Agreement.

7. Company dashboard

Upon execution of this Agreement, OUTSPECTION will establish Company’s Corporate Account and online application that will enable Company to access OUTSPECTION’s browser-based online dashboard for OUTSPECTION for Business, which includes access to posting Requests for Inspections (RFI’s) and a dashboard, and each OUTSPECTION Product that a Company has agreed to utilize through an Addendum (hereinafter referred to as “Dashboard”). OUTSPECTION’s contact with Company shall be by way of any individual representative designated by Company as an “administrator” through the Dashboard (hereinafter referred to as “Administrator”).

In addition to the Dashboard features described in an applicable Addendum, the Dashboard will enable the Company to:

(a) view each OUTSPECTION Product Company has accepted and agreed to utilize through an Addendum,
(b) view inspection details or other service information, which may include, depending on the OUTSPECTION Products being used, without limitation, job reference, products, inspection address, deadlines, bid amount, scope of work, Inspectors name, and inspector data (e.g. name, telephone number, e-mail address) (hereinafter referred to as “Dashboard Data”),
(c) prepare and review activity reports using such Dashboard Data,
(d) add and remove Administrators,
(e) manage and update the Company credit card on file if applicable,
(f) review and manage payment statements, and
(g) settle outstanding balances on the corporate Account.

OUTSPECTION reserves the right to add, remove and update features and functionality of the Dashboard at any time. OUTSPECTION agrees to use commercially reasonable efforts to provide the Dashboard to the Company as set forth herein.

8. Administration

The Company may appoint additional Administrators at its discretion. The Company agrees to (a) maintain all Dashboard login credentials in confidence, (b) only permit an authorized Administrator to access the Dashboard, and (c) update as necessary all information of the lead Administrator and other authorized Administrators to ensure that it is current, accurate, and complete. The Company shall be responsible for all activity that occurs under its Dashboard login credentials.

9. Authorized Customer and Administrator Updates

It is the Company’s sole responsibility to keep and maintain an accurate list of current Authorized Customers or Administrators authorized to bill Customer Charges to Company’s Corporate Account for each separate OUTSPECTION Product. The company may have an unlimited number of Authorized Customers, provided that OUTSPECTION has an approved list as defined by the Company in writing. OUTSPECTION may review the current list of Authorized Customers and Administrators, as may be the case, from time to time via the Dashboard to maintain and support the OUTSPECTION Service and to ensure compliance with this Agreement.

10. Responsibility for Customer Activity

Company agrees that the Company is responsible for all Customer Charges incurred by Authorized Customers and Administrators via the Corporate Account, regardless of whether or not such Customer Charges was authorized by Company.
Further, Company agrees that OUTSPECTION shall not be responsible for Customer Charges incurred by an Authorized Customer or Administrator, as may be the case, after Company has attempted removal of such Authorized Customer or Administrator from the Corporate Account to the extent Company provides incomplete or inaccurate Authorized Customer or Administrator removal information via the Dashboard.

In cases of fraudulent or other unpermitted activity on the part of an Authorized Customer’s or Administrator’s use of the Corporate Account to access OUTSPECTION Services, OUTSPECTION, as the platform owner, shall take necessary measures to ensure the security of the platform and minimize the risk of such activities. The Company shall notify OUTSPECTION promptly upon discovery of fraudulent or unpermitted activity occurring under Company’s account.

11. Restrictions

Company agrees to use the Corporate Account and Dashboard solely as set forth in this Agreement. Company shall not, and shall not authorize others to,

(a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Dashboard, OUTSPECTION Service, or OUTSPECTION App, except to the extent allowed by applicable law;
(b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the OUTSPECTION Service, OUTSPECTION App to any unaffiliated third party;
(c) upcharge, increase or otherwise modify the Customer Charges for any usage of the OUTSPECTION Service; or
(d) impose any additional fees or charges on an Authorized Customer related to use of the Dashboard or OUTSPECTION Service.

OUTSPECTION reserves all rights not expressly granted to a Company or a third party, including Authorized Customers, under this Agreement.

12. Fees and Billing. – Customer Charges / accepted bids/payment process

Accepted bids or “deals” struck between the Company and the Inspector are payable to OUTSPECTION upfront and are non-refundable. Non- performance of the inspection for any reason whatsoever will result in a “credit” to the Company for the next inspection bid and deal. Following the posting of a request for inspection by the Company, the inspection bids are submitted by the registered inspection providers. The inspection bid, and inspection service are both rendered within the deadlines set forth by the Company (typically between a minimum of 24 and 72 hours for the bid, and up to 24 hours after the inspection for the report). Upon satisfactory completion of the inspection assignment and the uploading of the report by the inspection provider, the payment is made by OUTSPECTION to the inspection provider automatically.

12.1 Refund Policy

Our refund policy aims to ensure satisfaction and transparency for our customers. If an inspection is not carried out, regardless of the reason, we will fully refund the amounts paid, deducting a flat fee of 50 USD from the total sum. However, it is important to note that the refund transfer fees will be borne by you for the return of funds. You will have the option to keep this credited amount for a future inspection if you do not wish to bear these transfer fees. A transaction statement is available upon request via email at the following address: [email protected] the event that the inspection is canceled by the inspector, we commit to replacing them with another inspector at the same rate, whenever possible. If we are unable to provide a replacement, you will be fully reimbursed for the inspection fee. The refund transfer fees to your account will always be at your expense, but you will also have the option to retain a credit for a future inspection. If you decline this alternative proposal, our standard refund policy will apply. This approach aims to streamline the refund process while covering associated administrative costs. We are committed to promptly processing refund requests to ensure a smooth and satisfactory customer experience.

13. Taxes

Unless otherwise indicated on a receipt, and although bids are considered to be all inclusive, all Customer Charges, each to the extent applicable, may be exclusive of applicable taxes payable by the Company, and Company agrees to be responsible for the payment of any such taxes assessed on such Customer Charges, including, but not limited to, all sales, use, VAT or similar taxes, except for taxes based on OUTSPECTION’s income. All payments shall be processed in United States dollars. All payments are non-refundable except as may be expressly provided otherwise herein. Each party shall be responsible for its costs and expenses associated with its performance under this Agreement.

14. Proprietary Rights – License to Marks; Restrictions.

The term “Marks” shall mean the trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of the Company (hereinafter referred to as “Licensor”). The Company hereby grants OUTSPECTION (hereinafter referred to as “Licensee”), solely during the Term, a limited, royalty-free, worldwide, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use and display the Licensor’s Marks. All use of a Licensor’s Marks by Licensee will be in the form and format approved by Licensor, and property of Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor.

The Company hereby grants OUTSPECTION the right to display Company’s Marks throughout the Term in accordance with this Section:

  1. on OUTSPECTION’s website, and
  2. in any list of companies describing with whom OUTSPECTION has engaged in similar marketing or promotional activities, if such list includes at least two other companies and such use is in compliance with Company’s brand guidelines, if any.

This right to use Company’s Marks shall require prior written approval from Company and shall cease immediately upon termination of this Agreement unless otherwise agreed upon in writing by both parties.

15. No Development

Each party acknowledges and agrees that there shall be no development of technology, content, media, or other intellectual property by either party for the other party pursuant to this Agreement. Any development activities relating to any technology, content, media, or other intellectual property must be the subject of a separate written agreement between OUTSPECTION and the company prior to the commencement of any such activities.

16. Ownership

OUTSPECTION and its Affiliates are and shall remain the owners of all right, title and interest in and to the Dashboard, OUTSPECTION Service, OUTSPECTION App, (including, without limitation, Dashboard Data) including any updates, enhancements and new versions thereof, all data related to the use of the Dashboard and OUTSPECTION Services, and all related documentation and materials provided or made available to Company or any proposed or current Authorized Customer in connection with this Agreement.

17. No Publicity

Other than as expressly set forth herein, neither party may use or reference the other party’s name, logo, trademarks, or service marks in a press release or otherwise without the prior consent of the other party in each instance.

18. Confidentiality

The term “Confidential Information” shall mean any confidential or proprietary business, technical, or financial information or materials of a party (hereinafter referred to as “Disclosing Party”) provided to the other party (hereinafter referred to as “Receiving Party”) in connection with the Agreement, whether orally or in physical form. Confidential Information includes, but is not limited to, details of the customer, shipment, and/or inspection-audit project (price, size, technical specifications, documents, information, and documents related to the customer and the project that can be obtained during the work).

However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party’s knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under this Agreement and (b) it will not disclose the Confidential Information to any third party other than Receiving Party’s employees or agents who are bound by obligations of non-disclosure and restricted use at least as strict as those contained herein.

In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defense to disclosure. Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

Each party shall comply with the obligations applicable to it under the data protection laws of the respective jurisdictions, including the General Data Protection Regulation (GDPR) where applicable, with respect to the processing of Personal Data.

19. Roles of Parties

Each party is an independent controller of the Dashboard Data. The Company will only process Dashboard Data for administrative purposes, to manage access control and for activity review purposes.

20. Compliance with Data Protection Laws

Each party shall comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Personal Data.

21. Restrictions

Company agrees that any Dashboard Data obtained in connection with this Agreement shall be used:

(a) solely for the purposes set forth in the relevant section of these General Terms, or in connection with the use of the OUTSPECTION Service, and for no other purpose, unless expressly authorized in writing by OUTSPECTION, and

(b) in accordance with the purposes communicated to the data subjects. Company shall not use Dashboard Data in any way that harms OUTSPECTION or that benefits a competitor of OUTSPECTION.

The Company agrees that it shall not disclose Dashboard Data to any third parties, except as necessary for the purposes set forth herein. The company shall not rent or sell Dashboard Data for any purpose.

22. Security

Both, Company and OUTSPECTION, shall implement appropriate technical and organizational measures to protect Dashboard Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach of their respective security measures (hereinafter referred to as “Information Security Incident“).

23. Notification

Company shall promptly notify OUTSPECTION if Company learns or has reason to believe that an Information Security Incident has occurred in relation to Dashboard Data. This notification includes at least:

(1) the nature of the breach of security measures,
(2) the potentially compromised personal data and data subjects,
(3) the duration and expected consequences of the Information Security Incident, and
(4) any mitigation or remediation measures taken or planned in response to the Information Security Incident.

Upon any such discovery, Company shall:

(a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident; and
(b) provide OUTSPECTION with assurances reasonably satisfactory to OUTSPECTION that such Information Security Incident will not recur.

Additionally, if and to the extent any Information Security incident occurs because of an act or omission of Company, and if OUTSPECTION determines that notices (whether in OUTSPECTION’s or Company’s name) or other remedial measures are warranted, Company shall, at OUTSPECTION’s request and at Company’s cost and expense, undertake the remedial actions. Any costs and expenses charged to the Company shall be limited to those directly associated with the remediation of the Information Security Incident, including but not limited to notification costs, investigation expenses, and any legal fees or regulatory fines directly resulting from the breach.

24. Mutual Warranties

Each party hereby represents and warrants that:

(a) it has full power and authority to enter into this Agreement and perform its obligations hereunder,
(b) such party’s acceptance of this Agreement, as well as such party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party, and
(c) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin.

25. Company Warranties

Company represents and warrants that Company:

(a) has all rights and consents, where necessary, to provide OUTSPECTION with the Company Personal Data and any other information provided to OUTSPECTION hereunder.
(b) will use Dashboard Data solely for legitimate business purposes including business expense, processing, accounting, and budgeting purposes.
(c) is in compliance and shall remain in compliance during the Term, with all applicable local, city, state, federal, national, and international laws, rules and regulations, including those relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.
(d) will only share and provide access to Dashboard Data to Company personnel who have a business need to access such Dashboard Data.
(e) will not disclose Dashboard Data to any third party, unless expressly authorized in writing by OUTSPECTION, and who are in each case bound by privacy and security obligations regarding OUTSPECTION Personal Data at least as restrictive as those contained herein.
(f) will not rent or sell Dashboard Data for any purpose not authorized by OUTSPECTION.
(g) will not use Dashboard Data in any way that harms OUTSPECTION or benefits a competitor of OUTSPECTION.
(h) Company’s Marks, as may be provided to OUTSPECTION pursuant to this Agreement, will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party; and
(i) is not a government or quasi-government entity, or otherwise owned, controlled by, or created by a government entity.

The company hereby represents that the individual clicking to accept these General Terms is authorized by the Company to bind, and does hereby bind, Company to the terms hereof.

26. Disclaimer

Except as expressly provided herein, OUTSPECTION provides the OUTSPECTION service, “as is” and without warranty. OUTSPECTION does not warrant that the functions contained in the dashboard of the OUTSPECTION service will meet all the Company’s requirements or that the operation of the dashboard will be uninterrupted or error free. OUTSPECTION hereby disclaims all other warranties with respect to this agreement, whether express or implied, including, without limitation, (a) any implied or statutory warranties covering the dashboard of the OUTSPECTION service, and (b) any implied warranties of merchantability, noninfringement or fitness for a particular purpose. The company acknowledges and agrees that the OUTSPECTION service is a technology service that enables access to request, on-demand and on a bidding basis, ground inspections and services provided by independent third-party providers. OUTSPECTION is not an inspections or logistics provider. OUTSPECTION does not guarantee availability of inspections or logistics services, on-time inspections, or any other services levels related to independent inspections or logistics providers that may be obtained via the OUTSPECTION service.

27. Indemnification

The Company or OUTSPECTION (hereinafter referred to as the “Indemnifying Party“) will indemnify, defend and hold harmless the Company or OUTSPECTION (hereinafter referred to as the “Indemnified Party”), its Affiliates and their respective directors, officers, employees, agents, successors and assigns against all claims, damages, losses and expenses (including reasonable outside attorney fees) with respect to any third-party claim arising out of or related to:

(a) a breach (or claim that, if true, would be a breach) of any of the Indemnifying Party’s representations or warranties in this Agreement or any Addendum, or
(b) the infringement of a third party’s intellectual property rights by the Indemnifying Party’s Marks, but only if such Marks have been used by the Indemnified Party in the manner approved by the Indemnifying Party. 

The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at the Indemnifying Party’s expense.

28. Limits of liability

Other than with respect to (i) a party’s indemnification obligations, (ii) damages arising from either party’s breach of its confidentiality obligations set forth in section 7 herein, or (iii) damages arising from either party’s breach of the representations or warranties set forth in section 9 herein,

(a) in no event shall OUTSPECTION or company be liable for any indirect, punitive, incidental, exemplary, special or consequential damages, or for loss of business or profits, suffered by the other party or any third party collectively arising out of this agreement and all Addendum, whether based on contract, tort or any other legal theory, even if OUTSPECTION or company (or their agents) have been advised of the possibility of such damages and
(b) in no event shall either party be liable collectively under this agreement and all Addendum for any direct damages in an amount exceeding the greater of (x) five thousand dollars ($5,000), and (y) the total amounts paid or payable by company to OUTSPECTION hereunder in the twelve months preceding the incident that gave rise to the liability.

29. General

Company shall not, in its use of the OUTSPECTION Service or any OUTSPECTION Product under this Agreement, discriminate against any Authorized Customer, employee, volunteer, or participant, or individual on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between OUTSPECTION and Company. The company acknowledges and agrees that upon OUTSPECTION’s receipt of evidence of Company’s discrimination under any of these categories, OUTSPECTION shall have the right to immediately terminate this Agreement following notice to Company.

Any notice required or permitted to be delivered to OUTSPECTION by this Agreement shall be submitted via [email protected]

The failure of either party to enforce, at any time or for any period, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

In the event any provision of this Agreement, or any Addendum, is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect. Any delay in or failure by either party in performance of this Agreement, or an Addendum, shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event“). The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the applicable agreement.

This Agreement and any Addendum may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this agreement, upon notice to the other party, to (a) an Affiliate of such party, or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Agreement and all of the Addendum shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.

Nothing in this Agreement, or any Addendum, shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties, and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party.

Each party shall be responsible for the payment of its own tax liability arising from these General Terms.