TERMS AND CONDITIONS

Last updated on April 30,2020

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY. BY USING GLOBALVISION SOFTWARE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM AND AGREE TO BE BY BOUND THEM. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THE TERMS.

THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE AT ANY TIME.

1. OVERVIEW

These Terms govern the sale and licensing, of goods and services by GVE Global Vision Inc. ("GlobalVision") to You (collectively the “Parties”). These Terms set forth the general terms and conditions of your use of the website (www.globalvision.co) and the goods and services purchased or licensed from GlobalVision (individually and collectively, the “Services”). Service agreements, licensing agreement, and additional policies may apply to certain Services or use of Software and are in addition to (not in lieu of) these Terms. In the event of a conflict between the provisions of such agreement and the provisions of these Terms, the provisions of the applicable agreement shall control.

The terms “we”, “us” or “our” shall refer to GlobalVision. The terms “You”, “your”, or “client” shall refer to any individual or entity who accepts these Terms, has access to or uses the Services.

The term “Software” shall refer to the software program(s) that are (i) in object code format licensed from GlobalVision; or (ii) embedded in or pre-loaded on GlobalVision hardware. Software shall include any and all setup, installation and configuration software and any related software downloaded through GlobalVision’s website or other service, and includes without limitation, any and all copies, modifications, updates, upgrades, firmware, enhancements and new releases of the Software, provided to you upon execution of a valid “Software License Agreement”.

2. MODIFICATION OF AGREEMENT OR SERVICES

GlobalVision may, in its sole and absolute discretion, change or modify these Terms, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this website. Your use of this website, the Software, or Services after such changes or modifications have been made shall constitute Your acceptance of these Terms as last revised. If you do not agree to be bound by these Terms as last revised, do not use (or continue to use) the website or the Services and remove the Software and all copies from your servers and computers.

3. PROTECTION OF YOUR DATA

GlobalVision offers certain Services that may require the submission, collection and/or use of personally identifying or identifiable information. For the purposes of these Terms and any applicable Agreement, you and your affiliates are considered the Data Controller/Data Exporter.

GlobalVision will employ reasonable commercial information security measures in accordance with its Personal Information and Data Management Policy as amended from time to time, a current copy of which is available at globalvision.co/privacy-policy.

GlobalVision represents and warrants that it will comply with all applicable laws relating to the protection of personal information, including without limitation, the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”), as applicable, and all applicable Canadian provincial and international privacy requirements governing the collection, use and disclosure of personally identifiable information and will process and store personally identifiable information only in accordance with applicable privacy laws.

GlobalVision may monitor and track the use of technical data and related information to facilitate the provision of product development, software updates, product support and other services.

4. AVAILABILITY OF SERVICES

Subject to these Terms and other applicable policies and procedures, we shall use commercially reasonable efforts to attempt to provide the Services on a twenty-four (24) hours a day, seven (7) days a week basis at least 99.5%of the time as measured over the course of each calendar month.

You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason including, but not limited to, your acts or omissions which do not strictly comply with the applicable Software License Agreement, equipment malfunctions; periodic maintenance, repairs or replacements or causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, network attacks, network congestion or other failures, force majeure events or failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by GlobalVision.

You acknowledge and agree that we have no control over the availability of the Services on a continuous or uninterrupted basis, or when such Services are hosted on your private servers and that we assume no liability to you or any other party with regard thereto.

5. SUPPORT SERVICES AND HARDWARE WARRANTIES

GlobalVision offers a variety of support options to ensure optimal use of the Services (each a “Support Services”).

All Services offered via subscription shall automatically include access to a GlobalVision Support Services free of charge throughout the term of the subscription.

Client’s having obtained a perpetual license to the Software are strongly encouraged to purchase Support Services for optimal use of the supplied Software.

GlobalVision’s Maintenance and Support Agreement may be viewed at globalvision.co/software-maintenance-and-support

All hardware purchased from GlobalVision will benefit from a one (1) year limited warranty. GlobalVision’s Limited Hardware Warranty may be viewed at globalvision.co/hardware-warranty

Except as agreed to in writing in a separate agreement, all Support Services will be available during normal business hours, Monday through Friday, 8:30 AM to 5:30 PM ET, except on statutory holidays observed in Quebec, Canada.

Notwithstanding any provision of these Terms or any other Support Services, GlobalVision reserves the right to modify the business hours at its sole discretion.

6. CHANGES TO SOFTWARE AND DISCONTINUED SERVICES

GlobalVision reserves the right to make changes to its Software as progress in engineering and technology permits.

GlobalVision reserves the right to cease offering or providing any Software or Services at any time, for any or no reason, and without prior notice. Although GlobalVision makes great effort to maximize the lifespan of all its Services, there are times when a Service we offer will be discontinued. In the event that a particular Software or Service is discontinued or can no longer be supported GlobalVision will provide you with a minimum of ninety (90) days’ notice.

GlobalVision will not be liable to you or any third party for any modification, suspension, or discontinuance of any Software or Services.

7. EVALUATION OR BETA SERVICES

If the Software has been identified by GlobalVision as “Evaluation” or “Beta” Software, then the provisions of this section apply and shall supersede any other conflicting Term or other agreement. GlobalVision’s royalty-free, nontransferable, limited license to use the Evaluation or Beta Software, for evaluation purposes only, is limited to thirty (30) days unless otherwise agreed to in writing. The Evaluation or Beta Software may contain errors or other problems that could cause system or other failures and data loss. Consequently, Evaluation or Beta Software is provided “AS IS” and GlobalVision disclaims any warranty or liability obligations of any kind to you or any other licensee. Support may be available in limited circumstances for Evaluation or Beta Software. Any information about the Evaluation or Beta Software gathered from its use shall be used solely for evaluation purposes and shall not be provided to any third parties.

WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, GLOBALVISION’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS UNDER THESE TERMS OR ANY OTHER AGREEMENT RELATED TO EVALUATION OR BETA SOFTWARE, OR IN CONNECTION WITH EVALUATION SOFTWARE, SHALL BE LIMITED TO THE SUM OF FIFTY ($50) U.S. DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY IN TOTAL.

8. FEES AND PAYMENTS

All fees are quoted exclusive of any tax. Each party shall be responsible for all its respective tax obligations deriving from any of the Services or use of Software. In the event that a country in which you are located imposes withholding obligations, you will be responsible for advising GlobalVision of such withholding obligations prior to receiving an official quote. In the event that you fail to advise GlobalVision of such withholding obligations you will be invoiced the withholding amount separately and assume full responsibility for their payment.

All payments may be made in US dollars ($) or Euros (€) at your option. You may pay any applicable fees by: (i) credit card (subject to a four percent (4%) administrative fee) (ii) cheque; or (iii) wire transfer.

GlobalVision reserves the right to invoice you and you agree to pay any such invoice reflecting fees incurred as a result of dealing with third party service providers at Your request (ex: mandatory invoicing through any type of web electronic data interchange or other such payment facilitation services or payment processers) and for any costs associated with audit rights You may have and which GlobalVision determines in its sole discretion to cause unreasonable expenses.

You agree to pay all amounts due within thirty (30) days of receipt of invoice. All amounts payable in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason.

All amounts are non-refundable.

GlobalVision reserves the right to change its prices and fees at any time. If you have purchased or obtained Services for a period of months or years, changes in prices and fees shall be effective when the Services in question come up for renewal.

If for any reason GlobalVision is unable to collect the full amount owed, or receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged, you agree to reimburse GlobalVision for all such fees.

If you fail to make a payment when due, in addition to all other remedies that may be available to GlobalVision: (a) GlobalVision may charge interest on all past due amounts a rate of two percent (2%) per month; (b) Should failure to pay all outstanding sums due continue for sixty (60) days following receipt of written notice of such failure, GlobalVision may stop providing any of the services, disable the Software or terminate this Agreement and any associated Software License Agreement immediately.

If GlobalVision’s performance of its obligations is prevented or delayed by any of your acts or omissions, GlobalVision shall not be deemed in breach of its obligations or otherwise liable for any costs, charges or losses sustained or incurred, in each case, to the extent arising directly or indirectly from such prevention or delay.

9. SHIPPING

Unless otherwise agreed to in writing:

- Shipments for full systems will be DAP (Incoterms 2020) at your expense; and - All other shipments will be FCA (Incoterms 2020) at your expense.

All shipments will be made to the address indicated on the official quote using GlobalVision’s standard methods for packaging and shipping.

Title to and risk of loss of the goods or Services shall pass from GlobalVision to You once the products or Services are delivered.

10. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

ALL SOFTWARE, SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND GLOBALVISION HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THESE TERMS OR ANY APPLICABLE AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (a) MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION OR THAT PROVIDER WILL CORRECT ALL ERRORS; (c) ACHIEVE ANY INTENDED RESULT; (d) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR (e) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. CLIENT ACKNOWLEDGES THAT PROVIDER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

IMPORTANT NOTE: Nothing in these Terms or any other applicable agreement is intended to or shall be construed as excluding or modifying any statutory rights, warranties or conditions which may be applicable to these Terms or any other agreement between the Parties, the Software, Services or documentation, and which by virtue of any provincial, state or federal fair trade or other consumer legislation may not be modified or excluded. To the extent such legislation is applicable to your license of the Software or is required by such legislation, any required warranty is limited in duration to ninety (90) days from the date of installation and GlobalVision’s and its licensor’s liability for any breach of any such warranty or condition shall be and is hereby limited to either: (a) the replacement of such Software or Services; or (b) the correction of any defect in such Software or Services as GlobalVision, at its sole discretion, may determine to be necessary to correct the defect. All limited warranties are void if failure of the Software has resulted from Acts of God, accident, abuse, misapplication or electrical surge or any other cause beyond Licensor's control.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL GLOBALVISION OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; (d) BREACH OF DATA OR SYSTEM SECURITY; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF GLOBALVISION AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT RECEIVED IN EXCHANGE FOR THE PROVISION OF SERVICES IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE AGREEMENT. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12. INDEMNITY

You agree to protect, defend, indemnify and hold harmless GlobalVision and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by GlobalVision directly or indirectly arising from (i) your use of and access to this the Software; (ii) your violation of any provision of these Terms or any other applicable agreement or the policies which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of these Terms, any other applicable agreement or your use of the Services.

13. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that GlobalVision retains all ownership and intellectual property rights to anything developed and delivered under these Terms or any applicable Software License Agreement. Third-Party technology may be appropriate or necessary for use with some Software and Your rights to use such Third-Party Materials shall be governed by the terms of third-party license agreements specified by GlobalVision. You shall not, and shall not permit any other person to, access or use the Software or Services or cause the Software or Services to available in any manner to any third party, except as expressly permitted by these Terms and any applicable Agreement and, in the case of third-party materials, the applicable third party license agreement.

GLOBALVISION OWNS ALL INTELLECTUAL PROPERTY IN THE SUPPLIED SOFTWARE. GLOBALVISION PROVIDES THE SOFTWARE SOLELY ON THESE TERMS AND THE TERMS OF THE APPLICABLE SOFTWARE LICENSE AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH SUCH TERMS AND AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, ANY APPLICABLE SOFTWARE LICENSE AGREEMENT OR YOUR ACCEPTANCE OF SUCH TERMS OR AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THESE TERMS, AND THESE TERMS EXPRESSLY EXCLUDE ANY RIGHT CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF GLOBALVISION SOFTWARE.

14. GENERAL

Dispute Resolution. At GlobalVision we encourage amicable dispute resolution. Should you have an issue with the Software or Services provided to you we ask you to first open a ticket with our customer service department. In the event that an issue cannot be dealt with via our customer service department you may contact the Manager of Support by sending an e-mail to support@globalvision.co

Governing Law and Forum. These Terms are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any legal suit, action or proceeding arising out of or related to these Terms or the licenses granted under a valid Software License Agreement shall be instituted exclusively in the courts of the Province of Quebec, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

Force Majeure. Neither GlobalVision nor You shall be liable or responsible to each other, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any obligation, when and to the extent such failure or delay of performance if caused by or results from acts beyond the obligated party’s 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 on or after the date of this Agreement; other events outside the reasonable control of the obligated party; or national or regional emergency (each of the foregoing, a “Force Majeure Event”).

CONTACT

If you have any questions about these Terms or any other agreement found at globalvision.co, please contact us by email using the following address: privacy@globalvision.co