GVE TERMS AND CONDITIONS

Last Revised: 10-12-2023

1. APPLICABILITY

1.1. Scope. These GVE Terms and Conditions (“Terms”) govern the sale of any hardware and/or the provision of any Professional Services by GVE GLOBAL VISION INC., a Canadian corporation (“GlobalVision”) to the entity identified on an Order Form (“Client”). GlobalVision and Client shall hereinafter collectively be referred to as the “Parties” or individually as a “Party”.

1.2. Entire Agreement. These GVE Terms and Conditions, all Order Forms, SOWs, and all other terms and conditions and/or policies that are incorporated by reference herein constitute the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to such subject matter. These Terms shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Client to GlobalVision
regardless of whether or when Client has submitted its purchase order or such terms. Fulfilment of Client’s order does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms. The following order of precedence shall be applied in the event of conflict or inconsistency between the provisions of the components of these Terms: (i) these Terms; (ii) the other terms and conditions and/or policies incorporated by reference; (iii) the SOW; and (iv) the Order Form.

1.3. Modification of these Terms. GlobalVision reserves the right, in its sole and absolute discretion, to modify these Terms from time to time, and such modifications shall be effective immediately upon the posting of the revised Terms to the GlobalVision website. Client’s use of the hardware and Professional Services after such modifications have been made shall constitute Client’s acceptance of the modified Terms.

2. DEFINITIONS

2.1. “Affiliate” of a Party means any present or future subsidiary of such Party, or any other person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Party.

2.2. “Applicable Laws” mean any applicable multi-national, national, federal, state or local law (including common law), statute, ordinance, rule, code, regulation, act, constitution, convention, treaty, order, judgement, decree or any other rule of law having or purporting to have jurisdiction in the relevant circumstances or instrumentality thereof including any federal, state, provincial or municipal body or entity that relate to these Terms.

2.3. “Client” has the meaning set forth in Section 1.1.

2.4. “Client Data” means (i) information, data and other content, in any form or medium, that is submitted, posted, transferred, transmitted or otherwise provided or made available by or on behalf of Client or its Affiliates for processing through the services; and (ii) personal information (as defined in GlobalVision’s Personal Information and Data Management Policy). Client Data and its derivatives will not include GlobalVision’s Confidential Information and GlobalVision Materials.

2.5. “Confidential Information” means information, in any form or medium (whether oral, written, electronic or other), that the Disclosing Party discloses or makes available to the Receiving Party, and which is not generally available to the public, or which would reasonably be considered confidential and/or proprietary, or which is marked as “Confidential” or “Proprietary” by the Disclosing Party. Without limiting the generality of the foregoing, Confidential Information includes: (i) information consisting of or relating to research, development, information systems, technology, samples, designs, specifications, documentation, components, software (including applications and code), computer chips, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; (ii) organizational structure, internal practices, business operations, plans, strategies, customers, pricing, financial or other economic information, accounting, engineering, personnel relations, marketing, merchandising, customer and employee data and statistics, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations; (iii) inventions, ideas, methods, discoveries, trade secrets, know- how, patent applications and other confidential intellectual property; and (iv) analyses, compilations, forecasts, studies or other documents prepared in connection with these Terms.

2.6. “Control” (including the terms “Controlled by”, “Controlling” and “under common Control with”) means (i) the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the voting equity interests of another person (or other comparable interest for an entity other than a corporation); (ii) the right to appoint, directly or indirectly, a majority of the board of directors; or (iii) the power to direct or cause the direction of the management or policies of a person whether through ownership of securities, by contract or otherwise. A person shall be deemed an Affiliate only so long as such Control exists.

2.7. “Deliverables” mean any and all deliverables to be provided by GlobalVision pursuant to the provision of Professional Services including, without limitation, all reports, documents, analyses, custom developments, and other work product that results from the Professional Services, regardless of the stage of completion.

2.8. “Delivery Point” means the address indicated on the applicable Order Form.

2.9. “Disclosing Party” means the party which discloses Confidential Information to the Receiving Party.

2.10. “Documentation” means any and all manuals, instructions, materials and other documentation, whether in printed, electronic or any other form, that GlobalVision provides or makes available to Client with the hardware, as updated from time to time by GlobalVision.

2.11. “Force Majeure Event” has the meaning set forth in Section 11.2.

2.12. “GlobalVision” has the meaning set forth in Section 1.1.

2.13. “GlobalVision Materials” mean any and all information, data, documents, materials, works and other content, devices, methods, processes, including any technical or functional descriptions, requirements, plans or reports, that are provided, developed or used by GlobalVision or any Subcontractor in connection with the Professional Services or otherwise comprise or relate to the Professional Services. GlobalVision Materials do not include Documentation and Deliverables.

2.14. “Hardware Fees” mean the fees for any hardware product which are set forth in an Order Form that is issued pursuant to these Terms.

2.15. “Hardware Warranty Fees” mean the fees for any extended hardware warranty which are set forth in an Order Form that is issued pursuant to these Terms.

2.16. “Intellectual Property Rights” mean any tangible and intangible rights associated with patents, copyrights, trademarks, trade secrets, designs, utility models or other similar inventions, mask works, trade names and service marks, database protections, and other property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

2.17. “Order Form” means the order form issued by GlobalVision and signed by the Parties, which includes information on hardware, Professional Services, fees, and other information necessary for the delivery of such items to Client.

2.18. “Party” (and the term “Parties”) has the meaning set forth in Section 1.1.

2.19. “Professional Services” mean all professional services performed by GlobalVision or any Subcontractor pursuant to these Terms, such as installation, training, configuration, validation, certification, consulting, and custom software development, and include all related Deliverables. Professional Services may be performed by GlobalVision or any Subcontractor on-site or remotely.

2.20. “Professional Services Fees” mean the fees for Professional Services set forth in an Order Form that is issued pursuant to these Terms.

2.21. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party.

2.22. “Representatives” mean the respective directors, officers, and employees of a Party and/or its Affiliates.

2.23. “SOW” has the meaning set forth in Section 4.1.

2.24. “Subcontractor” has the meaning set forth in Section 4.2.

2.25. “Taxes” mean all taxes, assessments, tariffs, dues, duties, rates, fees, imposts, levies and similar charges of any nature whatsoever, lawfully imposed, levied, assessed or collected by any taxation authority.

2.26. “Terms” has the meaning set forth in Section 1.1.

2.27. “Third Party” means any person other than Client, GlobalVision, their Affiliates and/or their Representatives.

3. HARDWARE

3.1. Delivery. Unless otherwise agreed to in writing by the Parties, GlobalVision shall deliver the hardware to the Delivery Point. The hardware shall be deemed delivered on the date that it is received by Client or its Affiliates at the Delivery Point.

3.2. Failure to deliver. If for any reason Client fails to accept delivery of the hardware at the Delivery Point, or if GlobalVision is unable to deliver the hardware at the Delivery Point because Client has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the hardware shall pass to Client; (ii) the hardware shall be deemed to have been delivered; and (iii) GlobalVision, at its option, may store the hardware until Client picks it up, whereupon Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

3.3. Shipping. Unless otherwise agreed to in writing by the Parties:
(a) all shipment(s) will be DAP (Incoterms 2020), subject to Client’s payment to GlobalVision of all applicable fees;
(b) any additional unforeseen fees related to the shipment(s), including but not limited to delivery appointment fees, fees for cancelled deliveries, fees for tailgate services, and any other fees resulting from Client’s failure or inability to receive the shipment(s) as scheduled, shall be the responsibility of Client; and
(c) any shipments performed in accordance with the terms of a letter of credit may be subject to additional fees imposed by GlobalVision.
All shipments will be made to the Delivery Point using GlobalVision’s standard methods for packaging and shipping.

3.4. Title and Risk of Loss. Title to and risk of loss of the hardware shall pass from GlobalVision to Client upon delivery of the hardware at the Delivery Point in accordance with these Terms.

3.5. Installation. The Client will be solely responsible for the installation of the hardware unless it contracts with GlobalVision for the provision of Professional Services.

3.6. Hardware Warranty. Hardware products purchased from GlobalVision may be subject to a one (1) year limited hardware warranty. Furthermore, Client may have the option to purchase an extended hardware warranty for such hardware products. The terms and conditions of the limited hardware warranty and the extended hardware warranty offered by GlobalVision, as amended from time to time, may be consulted at: https://globalvision.co/hardware-warranty/.

4. PROFESSIONAL SERVICES

4.1. Professional Services. GlobalVision shall provide the Professional Services outlined in the applicable Order Form. The Parties may negotiate and execute statements of work (each, a “SOW”), which will further specify the scope of work and specific terms of such Professional Services. Each SOW shall be deemed a part of these Terms. Notwithstanding the foregoing, the Parties will execute a SOW for any custom software development services requested by Client in accordance with these Terms.4.2. Subcontractors. GlobalVision may, from time to time, in its discretion engage Third Parties to perform the Professional Services or any part thereof (each, a “Subcontractor”). GlobalVision may disclose information that is required for the performance of the Professional Services to any such Subcontractor. GlobalVision may subcontract the Professional Services or any part thereof subject to the following requirements: (i) GlobalVision remains obligated under these Terms for the performance of all Professional Services, including any subcontracted portion thereof, and for the acts and omissions of all Subcontractors; (ii) GlobalVision shall be solely responsible for all fees, costs, and other expenses relating to the Subcontractor’s performance in relation to these Terms; and (iii) GlobalVision acknowledges and agrees that Client has no obligations under these Terms to any Subcontractor and no Subcontractor has any rights or remedies against Client.

4.3. Client Obligations. Client shall (i) cooperate with GlobalVision and/or its Subcontractors in all matters relating to the Professional Services and provide such access to Client’s premises and other facilities as may reasonably be requested by GlobalVision and/or its Subcontractors, for the purposes of performing the Professional Services; (ii) respond promptly to any request by GlobalVision or its Subcontractors to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for GlobalVision and/or its Subcontractors to perform the Professional Services in accordance with these Terms; and (iii) provide such client materials or information as GlobalVision and/or its Subcontractors may reasonably request to carry out the Professional Services in a timely manner and ensure that such client materials or information are complete and accurate in all material respects.

4.4. Cancellation of visits. If Client cancels a pre-approved Professional Services visit, then Client shall pay any travel cancellation costs incurred by GlobalVision as a result of such cancellation, such as cancellation fees charged by the respective airline carrier and/or hotel. GlobalVision shall use commercially reasonable efforts to mitigate any costs upon notice of cancellation from Client.

4.5. Cancellation of remote sessions. Remote sessions for Professional Services can only be cancelled by Client more than two (2) business days prior to the date of such session. In the event Client fails to respect the aforementioned delay for cancellation, GlobalVision shall have the right to charge Client the Professional Services Fees for the cancelled session and Client will have to schedule a new session with GlobalVision. GlobalVision does not make any guarantees regarding its availabilities for the scheduling of such new session.

4.6. Time-and-Materials. Upon completion of the Professional Services set forth in the applicable Order Form and any SOW (if applicable), all further inquiries made by Client regarding the Professional Services performed under such Order Form and SOW will be billed on a time-and-materials basis, at a rate of $250 USD per hour. The aforementioned Professional Services Fees will be invoiced on an ad hoc basis.

4.7. Hours. Unless otherwise agreed to in writing by the Parties, all Professional Services will be performed Monday through Friday, between 9:00 am and 5:00 pm EST, except on statutory holidays observed in Quebec, Canada.

5. FEES AND PAYMENT TERMS

5.1. Professional Services Fees. For any Professional Services purchased under these Terms, the Professional Services Fees are non-refundable (unless otherwise provided herein) and shall be invoiced in accordance with these Terms and the applicable Order Form.

5.2. Hardware Fees. For any hardware purchased under these Terms, the Hardware Fees are non-refundable (unless otherwise provided herein) and shall be invoiced in accordance with these Terms and the applicable Order Form.

5.3. Hardware Warranty Fees. For any extended hardware warranty purchased under these Terms, the Hardware Warranty Fees are non-refundable (unless otherwise provided herein) and shall be invoiced in accordance with these Terms and the applicable Order Form.

5.4. Other Expenses. Client shall reimburse GlobalVision for the following expenses:
(a) all pre-approved travel and related expenses incurred by GlobalVision in performing any Professional Services under or in connection with these Terms;
(b) any fees incurred by GlobalVision as a result of Client’s request to use a Third Party service provider for invoicing (i.e. invoicing through any type of web electronic data interchange, other payment facilitation services, or payment processors);
(c) any costs or expenses incurred by GlobalVision in collecting from Client any amount under these Terms that is not paid when due; and
(d) any fees incurred by GlobalVision resulting from a payment made by Client under these Terms, such as chargeback fees, bank reversal fees, interest charges, and/or penalties.

5.5. Payment Term. Client agrees to pay all undisputed amounts within thirty (30) days of receipt of GlobalVision’s invoice unless otherwise determined by the Parties in writing. Payments may be made in US dollars or in Euros, as set forth in the applicable Order Form. Client may pay any applicable fees by: (i) credit card (subject to a four percent (4%) administrative fee); (ii) cheque; or (iii) ACH/wire transfer.

5.6. Late Payment. If Client fails to make any undisputed payment when due, in addition to all other remedies that may be available to GlobalVision, GlobalVision may: (a) charge interest on all past due amounts at a rate of two percent (2%) per month; or (b) suspend the delivery of any hardware or the performance of any Professional Services.

5.7. Disputed Invoices. If Client believes that GlobalVision has billed Client incorrectly, Client must notify GlobalVision thereof (in writing) no later than thirty (30) days after receipt of GlobalVision’s invoice, otherwise the amount invoiced shall be deemed correct by the Parties. The part of the invoice not in dispute shall be paid by Client as set out under this Section. Any undisputed amounts shall be payable by Client in full, and Client may not offset, recoup, counterclaim, deduct, debit or withhold such amounts for any reason (other than any deduction or withholding of tax as may be required by Applicable Laws).

5.8. Taxes. All fees payable by Client are exclusive of any Taxes and similar assessments. Client is responsible for all Taxes imposed on any amounts payable by Client, other than Taxes imposed on GlobalVision’s property, income or payroll. In the event that the country in which Client is located imposes withholding taxes, Client will be responsible to provide GlobalVision with any direct pay permits or valid tax-exempt certificates prior to the execution of the applicable Order Form and any SOW (if applicable). If GlobalVision is required to pay Taxes for any reason whatsoever in lieu of Client, Client shall promptly reimburse GlobalVision for those amounts upon notice and shall indemnify GlobalVision for any Taxes and related costs paid or payable by GlobalVision.

5.9. Changes to Pricing. In the event GlobalVision makes any changes to the pricing of the hardware and/or Professional Services, such changes shall be applied to any purchase of such hardware and/or Professional Services after the change in pricing was made.

6. CLIENT DATA

6.1. Client acknowledges and agrees that GlobalVision may collect, process, and use Client Data in the course of performing services. At all times, Client Data will be collected, processed and used in accordance with GlobalVision’s Personal Information and Data Management Policy, as amended from time to time, which can be viewed at: https://globalvision.co/privacy-policy/.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Documentation and GlobalVision Materials. GlobalVision is and shall remain the sole and exclusive owners of all right, title, and interest in and to the Documentation and GlobalVision Materials, including, without limitation, all Intellectual Property Rights embodied therein.

7.2. Deliverables. GlobalVision shall retain all rights, title and interest in and to all Deliverables and any other intellectual property created, developed or conceived as a result of any Professional Services performed under these Terms. GlobalVision grants to Client a worldwide, non-exclusive, non-transferable, non-sublicensable, limited license to use, distribute and display the Deliverables.

8. CONFIDENTIALITY

8.1. Undertaking. The Parties agree that these Terms, the content of all discussions, reports, documents, or any other information exchanged in the context of their relationship is considered Confidential Information. Each Party agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information.

8.2. Protection of Confidential Information. The Receiving Party agrees that it will:
(a) not disclose the Disclosing Party’s Confidential Information to any person or entity, save and except to its Representatives and Affiliates who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth herein;
(b) not access, use or disclose the Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms;
(c) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and
(d) ensure its Representatives’ and Affiliates' compliance with and be responsible and liable for any of its Representatives’ and Affiliates' non-compliance with the terms of this Section.

8.3. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to the Disclosing Party sharing such information in connection with these Terms; (b) is or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives' and/or Affiliates’ non-compliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a Third Party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information.

8.4. Reproduction. Confidential Information shall not be reproduced in any form without the Disclosing Party’s written consent, except as required to accomplish the intent of these Terms. Any reproduction of any Confidential Information shall remain the property of the Disclosing Party.

8.5. Disclosure by Law. Notwithstanding anything to the contrary herein, if the Receiving Party or any of its Representatives and/or Affiliates is compelled by Applicable Laws to disclose any Confidential Information, then, to the extent permitted by Applicable Laws, the Receiving Party shall: (a) promptly, and before such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek an injunction, protective order or other remedy or waive its rights; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking an injunction, protective order or other limitations on disclosure. If the Receiving Party remains required by Applicable Laws to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and shall use commercially reasonable efforts to obtain assurances from the applicable court or other competent authority that such Confidential Information will be afforded confidential treatment.

8.6. Survival. The obligations under this Section shall survive for a period of five (5) years from the date of disclosure of the Confidential Information. Notwithstanding the foregoing, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitutes a trade secret under any Applicable Laws will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under such Applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives and/or Affiliates.

8.7. Return or Destruction of Data. A Party will, upon the written request of the other Party: (i) return all data and Confidential Information to the other Party, or (ii) irretrievably destroy such data and Confidential Information of the other Party and provide to the other Party a written certification attesting to such destruction. In the event a Party has physically or logically stored or processed the other Party’s data and/or Confidential Information with its own or a Third Party’s information, such that the data and/or Confidential Information of the other Party cannot reasonably be separated for return or destruction, such commingled data and/or Confidential Information will be protected under these Terms until it is destroyed in the ordinary course of business.

9. WARRANTIES AND DISCLAIMER

9.1. Mutual Representations and Warranties. Each Party represents, warrants and covenants to the other Party that it shall comply with all Applicable Laws.

9.2. GlobalVision Warranties. GlobalVision warrants to Client that:
(a) Client’s use of the services and Deliverables in accordance with these Terms will not infringe the Intellectual Property Rights of any Third Party;
(b) GlobalVison and its personnel will provide services in a diligent and professional manner, consistent with industry standards; and
(c) all GlobalVision personnel providing services are legally authorized to provide the services, including working in the country in which the services are being provided, and GlobalVision has obtained all appropriate visas for its personnel as necessary.

9.3. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED FOR UNDER THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GLOBALVISION AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE HARDWARE AND SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE; (II) REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCT; OR (III) THAT THE OPERATION OF ANY PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION FOR A PERIOD OF ONE (1) YEAR. THIS DISCLAIMER AND EXCLUSIONS SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

10. LIMITATION OF LIABILITY

10.1. DISCLAIMER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS EXPRESSLY OTHERWISE PROVIDED FOR UNDER THESE TERMS, IN NO EVENT WILL GLOBALVISION OR ANY OF ITS SUPPLIERS BE LIABLE TO CLIENT OR ANY THIRD PARTY IN ANY AMOUNT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR WHETHER OR NOT GLOBALVISION OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OR WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, FOR ANY: (I) LOSS, DAMAGE OR CORRUPTION OF DATA; (II) INTERRUPTION OR LOSS OF BUSINESS; (III) LOSS OF REPUTATION OR GOODWILL; (IV) ERROR, DEFECT, DELAY, OR INABILITY TO USE THE HARDWARE; (V) INABILITY TO ACHIEVE ANY INTENDED RESULT; (VI) HARDWARE NOT BEING AVAILABLE FOR USE, OR FOR INJURY TO PROPERTY RESULTING FROM THE USE OR INABILITY TO USE THE HARDWARE; OR (VII) INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOST BUSINESS, LOST DATA, OR A FAILURE TO REALIZE EXPECTED SAVINGS).

10.2. LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM, AGGREGATE LIABILITY OF GLOBALVISION AND ITS RESPECTIVE SUPPLIERS, UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER DIRECT OR INDIRECT, UNDER ANY LEGAL THEORY OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR THE SPECIFIC HARDWARE OR COMPONENT THEREOF OR THE PROFESSIONAL SERVICES THAT IS/ARE THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OUT OF WHICH THE LIABILITY AROSE.

10.3. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF CLIENT’S REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

11. GENERAL

11.1. Export Controls. The Parties agree to comply with all applicable export laws and regulations to ensure that the hardware, Documentation, GlobalVision Materials and Deliverables are not exported directly or indirectly in violation of such laws. The Parties shall not export the hardware, Documentation, GlobalVision Materials and Deliverables to any individual, entity or country prohibited by such laws.

11.2. Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any provision of these Terms (except for payment obligations), when and to the extent such failure or delay of performance is caused by or results from circumstances beyond its reasonable control, including without limitation: acts of God; pandemics; flood, fire, earthquake, tsunami or explosion; electrical, internet or telecommunication outage that is not caused by the obligated Party; acts of war, terrorism, hostility, sabotage, invasion, riot or other civil unrest; government restrictions (including cancellation of export licenses), actions, embargoes or blockades in effect; or national or regional emergency (each of the foregoing, a “Force Majeure Event”). In the event of any failure or delay caused by a Force Majeure Event, the obligated Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

11.3. Prevention or Delay. If GlobalVision’s performance of its obligations under these Terms is prevented or delayed by any of Client’s and/or its Affiliates’ and/or their respective Representatives’ acts or omissions, GlobalVision shall not be deemed in breach of its obligations hereunder or otherwise be liable for any costs, charges or losses sustained or incurred by Client and/or its Affiliates and/or their respective Representatives, in each case, to the extent arising directly or indirectly from such prevention or delay.

11.4. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

11.5. Governing Law. These Terms and any claims arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without reference to its conflict of law principles. The United Nations Convention of Contracts for the International Sale of Goods is specifically excluded from and will not apply to these Terms. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE.

11.6. Dispute Resolution. All disputes arising out of these Terms and all transactions between the Parties that cannot be resolved amicably shall be referred to final, non-appealable arbitration in front of a single arbitrator appointed by mutual consent of the Parties. If the Parties are unable to mutually agree on the selection of an arbitrator within thirty (30) days of the initiation of a dispute by one of them, the arbitration proceeding shall be governed by the Rules of the Canadian Commercial Arbitration Center. The Parties shall conduct the arbitration proceedings in English. The arbitration proceedings shall take place in Montreal, Quebec, Canada. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

11.7. Equitable Remedies. Each Party acknowledges and agrees that a breach or threatened breach by a Party of any of its obligations under these Terms may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party may be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

11.8. Notification Obligations. All notices, requests, consents, claims, demands, waivers and other communications shall be in writing and shall be deemed to have been given: (i) when delivered by hand, sent by courier or sent by registered mail to the respective offices of GlobalVision and Client at the addresses set forth below (or to such other address as the Parties may from time to time designate in writing), with written confirmation of receipt; or (ii) on the date sent by facsimile or e-mail, with confirmation of transmission, if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.

11.9. Assignment. Neither Party shall assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other Party’s prior written consent, which consent shall not be unreasonably withheld. Any purported assignment, delegation or transfer in violation of these Terms is void. These Terms are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

11.10. Waiver. No waiver by any Party of any of the provisions herein shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof. If either Party should waive any breach of any provision of these Terms, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.

11.11. Severability. If any provision of these Terms is determined to be invalid, illegal, or unenforceable by a competent authority in any jurisdiction, then such invalidity, illegality or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction, and that provision will be limited if possible and only thereafter severed, if necessary, to the extent required to render these Terms valid and enforceable.

11.12. Interpretation. Section headings, and cross-document section references within and among these Terms, are provided for convenience only and are not to be used to definitively construe or interpret these Terms. The term “including” as used in these Terms means “including, but not limited to.” References to words or defined terms in the singular include the plural, and vice versa.

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