These Terms of Use ("Terms") govern your access to and use of the IFL Marketplace (Telescope brand) as defined in Section 1 below and made available by IFL Telescope, its parent companies, subsidiaries, representatives, affiliates, and executives and directors (collectively, "IFL"). These Terms incorporate by reference all other Terms of Use and policies applicable to your use of IFL Services. For example, our collection and use of personal information related to your access to and use of the IFL Marketplace is described in our Privacy Policy. Your use of the IFL Marketplace is also subject to IFL's User-Generated Content Policy.

1. Scope of the IFL Marketplace

1.1 IFL Marketplace is a digital platform created to:

(i) facilitate connections between third-party companies ("Buyers"), if applicable in your country, with inspection companies or inspectors registered on the IFL platform ("Inspectors"),

(ii) publish offers and information from inspection providers available for jobs, and (iii) provide tools for research and communication between them.

1.2 IFL Marketplace is solely a channel for connecting services and products between Buyers and Inspection Providers, and does not act, under any circumstances, as a service provided by IFL, nor as an intermediary in any business between Buyers and Inspectors.

IFL does not perform or provide inspections or services offered by registered inspectors. When Buyers purchase an inspection from an inspector, they enter into a contract directly with that inspector, with no involvement from IFL.

IFL is not and will not be a party to or an integral part of any contractual relationship between Buyers and Inspectors, and shall not be responsible for any outcomes arising from such a contractual relationship.

IFL does not act as an agent in any capacity for any party using the IFL Marketplace. Parties must ensure that they comply with all applicable laws. IFL does not act as a guarantor of any user of the IFL Marketplace, and those parties must ensure compliance with all applicable laws.

IFL does not act as a guarantor of any user of the IFL Marketplace, and those parties must ensure compliance with all applicable laws.

1.3 Use of the IFL Marketplace by Buyers. Your use of the IFL Marketplace is voluntary and at your own risk. IFL Marketplace has no control over and does not guarantee (i) the truthfulness or accuracy of any description, classification, evaluation, or other information about you, including but not limited to your name, description, biographical information (collectively, "User Content"), or (ii) the performance or conduct of any Inspector or third party. IFL does not endorse any inspector or inspection provider. You should always exercise due diligence and care when deciding whether to use the IFL platform.

1.3.1. Use of the IFL Marketplace by Inspectors. Your use of the IFL Marketplace is voluntary and at your own risk. You will be responsible for all information posted on the IFL Marketplace and agree to:

(i) Not use the IFL Marketplace for any purpose that is criminal, harmful, illegal, threatening, offensive, defamatory, disrespectful, unfounded, discriminatory, and/or that does not meet truthful criteria.

(ii) Not send or transmit any type of information that induces, incites, or results in discriminatory attitudes, violent or criminal messages, contrary to morals and good customs, or public order; that harasses or invades the privacy of others, whether vulgar, profane, sexually explicit, obscene, racially or ethnically offensive, or otherwise unacceptable for causing risks or harm to the image, materials, or morale of IFL or the Inspectors.

(iii) Not register with false information or information belonging to third parties.

(iv) Not submit any non-public information about IFL or any other company or person without proper authorization. This includes providing information (email, address, phone, and others) that is clearly personal to the user or third parties.

(v) Not alter, delete, or corrupt data and information of third parties.

(vi) Not violate the privacy of other internet users or users.

(vii) Not attempt to hack the system for profit or other purposes, or use false email addresses.

(viii) Not infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any party, nor engage in any acts or omissions contrary to the law and/or considered crimes, including but not limited to crimes against honor (defamation, slander, libel), unfair competition crimes, and other crimes provided for in any law applicable to your territory.

(ix) Not use the Buyer's contact details for any purpose other than submitting a business proposal. If the inspector contacts the Buyer to bypass the IFL platform after obtaining contact details from IFL, severe penalties will apply.

(x) Not use the products and/or services available on the IFL Marketplace for purposes other than those for which they are intended, such as selling confidential information.

(xi) Not use the IFL Marketplace for purposes other than those normally expected by a user interested in the IFL Marketplace.

1.4 IFL Marketplace may contain links to third-party websites or resources ("Third-Party Services"). Such Third-Party Services may be subject to different terms and conditions and privacy practices. IFL is not responsible for the availability or accuracy of such Third-Party Services, nor the content, products, or services available on such Third-Party Services. Links to these Third-Party Services do not constitute an endorsement by IFL of these Third-Party Services.

1.5 IFL does not guarantee the continuous and uninterrupted availability and accessibility of the IFL Marketplace. IFL may enhance, modify, or restrict the availability of the IFL Marketplace or certain areas or features of it, for any reason, at its sole discretion and without prior notice.

1.6 You agree that you are solely responsible for complying with any laws, rules, or regulations applicable to your use of the IFL Marketplace, including job listings and/or inspection services you offer or receive.

2. Modification / Termination

2.1 IFL reserves the right to modify these Terms at any time, in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the IFL Marketplace, in the buyer and inspector applications, and update the "Last Updated" date at the top of these Terms. If you do not agree to the revised Terms, you should stop using the IFL Marketplace. Your continued access to or use of the IFL Marketplace will constitute acceptance of the revised Terms.

2.2 Additionally, IFL Marketplace reserves the right to modify or terminate your access to the IFL Marketplace for any reason, including but not limited to non-compliance with these Terms, at any time.

3. Governing Law

3.1. Inspectors are subject to the laws of the territory where the offers are made or where they are registered. Buyers are subject to the regulations of the destination country or regulations related to the work.

Inspectforless for Business - General Terms and Conditions

Effective October 1, 2020

These General Terms and Conditions of Inspectforless Ltd. for Business ("General Terms") are hereby accepted and agreed upon by the company identified within the Inspectforless for Business registration process ("Company"), and constitute a legally binding agreement between the Company and Inspectforless Ltd., a Mauritius-based company ("Inspectforless or IFL").

These General Terms set forth the terms and conditions under which the Company may establish an IFL Business corporate account (“Corporate Account”), which IFL makes available to the Company through the IFL Panel in connection with one or more IFL Products, as set forth herein. The Company's access to and use of the Panel in connection with any IFL Product is subject to these General Terms and any applicable Product Annex, which IFL may modify or update from time to time, by posting an updated version of these General Terms and/or the applicable Product Annex on the IFL website. IFL will notify the Company of such modifications or updates via the email that IFL has on file and/or through the Panel. The Company is responsible for updating contact information through the Panel and periodically reviewing the Panel, the General Terms, and any applicable Product Annex for updates and information from IFL. Continued use of the IFL Service or any IFL Product after such modifications or updates will constitute the Company's consent to such changes. Capitalized terms used but not otherwise defined in the General Terms shall have the respective meanings assigned to such terms in the applicable Product Annex.

Definitions.

The following terms, as may be used in the Agreement, shall have the meaning 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 shares or other ownership interest, majority 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 in any distribution by it of all its income or the majority of its assets upon the Company's dissolution.

"Authorized User" shall mean an individual authorized to use and bind the Company’s Corporate Account, or an individual who is authorized to use IFL Services in connection with the Corporate Account, as such term is used in the corresponding Product Annex. “Data Protection Law” means all applicable laws and regulations relating to personal data under the Agreement, including, as applicable, the laws and regulations of the United States, China, African nations, Asia, the European Union, the European Economic Area and its member states, Switzerland and the United Kingdom, and other Commonwealth members, including the EU General Data Protection Regulation (2016/679) (GDPR). “End User Terms” shall mean the terms and conditions applicable to all users of the IFL Service, available at www.inspexion.com, which IFL may update periodically. “Personal Data” means any information related to this Agreement that can reasonably be used to identify an individual, or that otherwise may be considered personal data. “Service Fee” shall mean the service fees applicable to User Charges and/or the Company’s use of the IFL Services, if any, as set forth in a Product Annex or otherwise agreed upon between IFL and the Company. “IFL Application” shall mean the mobile application or mobile website of IFL required for the use of the IFL Service, which IFL may update periodically. "IFL Service" shall mean the technology service provided by IFL which, when used in conjunction with the IFL Application or Control Panel, as applicable, allows users and administrators to request inspections by bidding to independent third-party providers. “User Charges” shall mean the charges incurred by Authorized Users or Administrators, as applicable, for inspections or other services obtained through the use of the IFL Service, including any charges that may be owed for a particular use of the IFL Service. The terms "data controller," "data subject," "personal data," "processing," and "processor" as used in this Agreement have the meanings assigned to them in the GDPR.

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 (the "Term"). Either party may terminate this Agreement or any Product Annex with or without cause by providing the other party with five (5) days' prior written notice. The termination of a Product Annex shall not cancel any other Product Annex that is in effect at that time. All Product Annexes shall automatically terminate upon the termination of these General Terms. All outstanding payment obligations and Sections 1, 2, 5, 8 through 12 of these General Terms shall survive the termination of this Agreement.

Account Management.

Company Control Panel and Access to IFL Products.

Upon execution of this Agreement, IFL will establish the Company's Corporate Account, enabling it to access IFL for Business’s browser-based online control panel, which includes access to each IFL Product that the Company has agreed to use through a Product Annex ("Panel"). IFL’s contact with the Company will be conducted through any individual representative designated by the Company as an "Administrator" through the Panel ("Administrator"). In addition to the Panel functions described in an applicable Product Annex, the Panel will allow the Company to (a) view each IFL Product that the Company has agreed to use through a Product Annex; (b) view inspection details or other service information, which may include, depending on the IFL Products being used, without limitation, the names of Authorized Users along with status, job reference, products, inspection address, deadlines, bid amounts, scope of work, inspector names, and inspector details (e.g., name, phone number, email address) ("Panel Data"), (c) prepare and review activity reports using such Panel Data, (d) add and remove administrators, (e) manage and update the Company's registered credit card, (d) review and manage payment statuses, and (e) settle outstanding balances on the Corporate Account. IFL reserves the right to add, remove, and update features and functionalities of the Panel at any time. IFL agrees to use commercially reasonable efforts to provide the Panel to the Company as set forth herein.

Administration.

The Company may appoint additional Administrators at its discretion. The Company agrees to (a) keep all Panel login credentials confidential, (b) allow only an authorized Administrator to access the Panel, and (c) update as necessary all information regarding the primary Administrator and other authorized Administrators to ensure that it is current, accurate, and complete. The Company will be responsible for all activity occurring under its Panel login credentials.

Updates to Authorized Users and Administrators.

It is the sole responsibility of the Company to maintain and keep an accurate list of Authorized Users or Administrators authorized to bill User Charges to the Company's Corporate Account for each IFL Product separately. IFL may review the current list of Authorized Users and Administrators, as applicable, from time to time through the Control Panel to maintain and support the IFL Service and ensure compliance with this Agreement.

Responsibility for User Activity.

The Company agrees that (a) the Company is responsible for all User Charges incurred by Authorized Users and Administrators through the Corporate Account, regardless of whether such User Charges were authorized by the Company. Furthermore, the Company agrees that IFL will not be responsible for User Charges incurred by an Authorized User or Administrator, as applicable, after the Company has attempted to remove such Authorized User or Administrator from the Corporate Account to the extent that the Company provides incomplete or inaccurate Authorized User or Administrator removal information through the Control Panel. Finally, as between the Company and IFL, the Company will be responsible for User Charges incurred due to fraudulent or other unauthorized activities by an Authorized User or Administrator using the Corporate Account to access the IFL Services. The Company will notify IFL immediately upon discovering any fraudulent or unauthorized activity occurring on the Company's account.

Restrictions.

The Company agrees to use the Corporate Account and Control Panel solely as set forth in this Agreement. The Company shall not, nor authorize others to, (a) decompile, disassemble, reverse engineer, or attempt to derive the source code or underlying technology, methodologies, or algorithms of the Panel, the IFL Service, or the IFL Application, except to the extent permitted by applicable law, (b) sublicense, lease, rent, sell, gift, transfer, or provide the IFL Service, the IFL Application to any unaffiliated third party, (c) charge, increase, or otherwise modify the User Charges for any use of the IFL Service, or (d) impose additional fees or charges on an Authorized User related to the use of the Panel or the IFL Service. IFL reserves all rights not expressly granted to the Company or a third party, including Authorized Users, under this Agreement.

Fees and Monthly Billing - User Charges/Accepted Bids/Payment Process.

The applicable User Charges and Service Fees for each IFL Product will be as set forth in the corresponding Product Annex. Accepted bids or “agreements” entered into between the user and the inspector are payable to IFL in advance and are non-refundable. The failure to perform the inspection for any reason will result in a "credit" for the user for the next bid and inspection negotiation. Upon the posting of an inspection request by the user, inspectors submit inspection bids. Both the inspection bid and the inspection service are performed within the timeframes set by the user (typically between 24 and 72 hours for the bid, and up to one calendar week for the report). Once the inspection task is successfully completed and the report is uploaded by the inspector, IFL pays the inspector against invoice.

Billing Options.

Monthly Billing for “Delayed” and “Accounted” Clients

Subject to the terms and conditions of each applicable Product Annex, IFL may, in its sole discretion, elect to qualify the Company to receive, and the Company may then opt to pay the User Charges and Service Fees incurred monthly in connection with the applicable IFL Product ("Monthly Billing"). If the Company participates in Monthly Billing, IFL will bill the Company monthly for its Service Fees and User Charges for applicable IFL Products (each, a “Monthly Statement”). All charges under each Monthly Statement shall be paid in full by the Company within thirty (30) days of receiving such Monthly Statement.

“Advance” Monthly Billing.

Subject to the terms and conditions of each applicable Product Annex, IFL may, in its sole discretion, elect to qualify the Company to receive, and the Company may then opt to pay User Charges or bids in advance for future inspection charges incurred in connection with the IFL Product ("Monthly Provisions"). If the Company participates in Monthly Provisions, IFL will continuously debit the Company’s User Charges for applicable IFL Products (followed by a “Monthly Statement”) and will duly inform the Company in advance of the need to recredit the account.

Non-Monthly Billing.

If the Company does not participate in Monthly Billing, the User Charges and Service Fees shall be paid in accordance with the applicable Product Annex. Payments are indexed in USD, i.e., online payments through all IFL-accredited platforms or integrated gateways, e.g., MIPS or Payoneer for companies based in the US.

Taxes.

Unless otherwise stated on the receipt, and although the bids are considered all-inclusive, all User Charges, each to the extent applicable, may not include applicable taxes payable by the Company, and the Company agrees to be responsible for paying such taxes imposed on such User Charges, including but not limited to any sales, use, VAT, or similar taxes, except taxes based on IFL’s income. All payments will be processed in US dollars. All payments are non-refundable, except as expressly stated otherwise herein. Each party shall be responsible for its costs and expenses associated with its performance under this Agreement.

Proprietary Rights: Trademark License; Restrictions.

The term "Marks" shall mean the trademarks, service marks, trade names, logos, slogans, and other symbols and indicators of the Company's identity ("Licensor"). The Company hereby grants IFL (“Licensee”), solely during the Term, a limited, royalty-free, worldwide, non-exclusive, non-transferable, and non-assignable license, with no right to sublicense, to use and display the Licensor's Marks. All use of the Licensor's Marks by the Licensee shall be in the form and format approved by the Licensor, and the Licensee shall not use or modify the Licensor's Marks without the Licensor's prior written consent. All goodwill related to the Licensee’s use of the Licensor’s Marks shall inure solely to the benefit of the Licensor. The Marks shall at all times remain the sole property of the Licensor. Except as expressly set forth herein, the Licensor does not grant, nor shall it be deemed to have granted, to the Licensee any license or right under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by the Licensor. The Company hereby grants IFL the right to display the Company's Marks throughout the Term in accordance with this Section: (i) on the IFL website, and (ii) in any listing of companies describing with whom IFL has engaged in promotional or similar marketing activities, provided that such listing includes at least two other companies and such use complies with the Company’s branding guidelines, if any. This right to use the Company's Marks shall not require prior written approval and shall continue after this Agreement is terminated unless the Company provides IFL with written notice that the Company is terminating such right.

No Development.

EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE WILL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY UNDER THIS AGREEMENT. Any development activities related to any technology, content, media, or other intellectual property shall be subject to a separate written agreement between IFL and the Company prior to the commencement of such activities.

Ownership.

IFL and its Affiliates are and will remain the owners of all rights, title, and interest in and to the Control Panel, the IFL Service, and the IFL Application (including, without limitation, the Panel Data), including any updates, enhancements, and new versions thereof, all data related to the use of the Control Panel and the IFL Services, and all related documentation and materials provided or made available to the Company or any current or proposed Authorized User in connection with this Agreement.

No Publicity.

Except as expressly set forth herein, neither party may use or refer to the other party's name, logo, trademarks, or service marks in a press release or otherwise without the prior consent of such other party in each instance.

Confidentiality.

The term "Confidential Information" shall mean any confidential or proprietary business, technical, or financial information or materials of one party ("Disclosing Party") provided to the other party ("Receiving Party") in connection with the Agreement, whether orally or in physical form. However, Confidential Information shall not include information that (a) was previously known to the Receiving Party without an obligation of confidentiality, (b) was acquired by the Receiving Party from a third party who, to the Receiving Party’s knowledge, did not have an obligation of confidentiality, (c) is or becomes publicly available through no fault of the Receiving Party, or (d) is disclosed with the written permission of the Disclosing Party, but only to the extent of such permitted disclosure. The 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 except to the Receiving Party's employees or agents who are subject to nondisclosure and restricted-use obligations at least as stringent as those contained herein. In the event that the Receiving Party is served with a subpoena, administrative or judicial order, or any other request for the disclosure of any Confidential Information of the Disclosing Party, the Receiving Party shall promptly notify the Disclosing Party in writing of such subpoena, order, or request and allow the Disclosing Party to assert any defenses available against disclosure. The Receiving Party will protect the Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential and proprietary information, but in no event will it use less than a reasonable standard of care.

Roles of the Parties.

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

Compliance with Data Protection Laws.

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

Restrictions.

The Company agrees that all Control Panel Data obtained in connection with this Agreement will 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 IFL Service, and for no other purpose unless expressly authorized in writing by IFL, and (b) in accordance with the purposes communicated to the data subjects. The Company will not use the Control Panel Data in any way that could harm IFL or benefit an IFL competitor. The Company agrees that it will not disclose the Control Panel Data to third parties, except as necessary for the purposes set forth herein. The Company will not rent or sell the Control Panel Data for any purpose.

Security.

The Company will implement appropriate technical and organizational measures to protect the Control Panel Data against unauthorized or unlawful processing and against loss, destruction, damage, alteration, or unauthorized disclosure, as well as any breach of the Company's security measures ("Information Security Incident").

Notification.

The Company will promptly notify IFL if it becomes aware or has reason to believe that an Information Security Incident has occurred in relation to the Control Panel Data. This notification will include at least: (1) the nature of the security breach, (2) the personal data and data subjects potentially affected, (3) the duration and expected consequences of the Information Security Incident, and (4) any mitigation or remedial measures taken or planned in response to the Information Security Incident. Upon such discovery, the Company will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident; and (b) provide IFL with reasonably satisfactory assurances that such an Information Security Incident will not recur. Additionally, if and to the extent that an Information Security Incident occurs as a result of an act or omission by the Company, and if IFL determines that notices (whether on behalf of IFL or the Company) or other remedial measures are warranted, the Company, at IFL's request, will undertake the aforementioned remedial actions at the Company's own expense and cost.

Communications.

Refer to the relevant section of these General Terms.

Warranties; Disclaimer.

Mutual Warranties.

Each party hereby represents and warrants that (a) it has full power and authority to enter into this Agreement and fulfill its obligations hereunder, (b) such party’s acceptance of this Agreement, as well as its performance of its obligations under 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 its jurisdiction of origin.

Company Warranties.

The Company represents and warrants that (a) the Company has all necessary rights and consents to provide IFL with the Company's Personal Data and any other information provided to IFL hereunder; (b) The Company will use the Control Panel Data solely for legitimate business purposes, including business expenses, processing, accounting, and budgeting; (c) it complies, and will continue to comply during the Term, with all applicable local, municipal, state, federal, national, and international laws, rules, and regulations, including those related to data protection, privacy, identity theft, and data breach, consumer protection, and data security, and any industry standards applicable to data privacy and security; (d) The Company will only share and provide access to the Control Panel Data to Company personnel who have a business need to access such Control Panel Data; (e) The Company will not disclose the Control Panel Data to any third party unless expressly authorized in writing by IFL, and in each case subject to privacy and security obligations regarding IFL's Personal Data that are at least as restrictive as those contained herein; (f) The Company will not rent or sell Control Panel Data for any purpose not authorized by IFL; (g) The Company will not use the Control Panel Data in any way that harms IFL or benefits an IFL competitor; (h) The Company's Marks, as may be provided to IFL under this Agreement, will not infringe or otherwise violate the intellectual property rights, publicity rights, or other proprietary rights of any third party; and (i) the Company is not a government or quasi-government entity, nor is it owned, controlled, or created by a government entity. The Company hereby represents that the person clicking to accept these General Terms is authorized by the Company to bind, and hereby binds, the Company to the terms hereof.

Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, IFL PROVIDES THE IFL SERVICE "AS IS" AND WITHOUT WARRANTY. IFL DOES NOT WARRANT THAT THE FEATURES CONTAINED IN THE IFL SERVICE CONTROL PANEL WILL MEET THE COMPANY'S REQUIREMENTS OR THAT THE OPERATION OF THE CONTROL PANEL WILL BE UNINTERRUPTED OR ERROR-FREE. IFL 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 IFL SERVICE CONTROL PANEL, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY ACKNOWLEDGES AND AGREES THAT THE IFL SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES ON-DEMAND, BID-BASED ACCESS TO LAND INSPECTIONS AND SERVICES PROVIDED BY INDEPENDENT THIRD-PARTY PROVIDERS. IFL IS NOT A PROVIDER OF INSPECTIONS OR LOGISTICS. IFL DOES NOT GUARANTEE THE AVAILABILITY OF INSPECTIONS OR LOGISTICS SERVICES, TIMELY INSPECTIONS, OR ANY OTHER LEVEL OF SERVICE RELATED TO INDEPENDENT INSPECTIONS OR LOGISTICS PROVIDERS THAT MAY BE OBTAINED THROUGH THE IFL SERVICE.

Indemnification.

The Company (the "Indemnifying Party") will indemnify, defend, and hold harmless IFL (the "Indemnified Party"), its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns against all claims, damages, losses, and expenses (including reasonable fees of outside counsel) with respect to any third-party claim arising out of or related to (a) a breach (or claim that, if true, would constitute a breach) of any of the Indemnifying Party’s representations or warranties in this Agreement or any Product Annex, or (b) the infringement of a third party's intellectual property rights by the Indemnifying Party's Marks, but only if such Marks were used by the Indemnified Party in the manner approved by the Indemnifying Party.

The Indemnified Party will promptly notify the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel selected by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to any judgment, without the Indemnified Party's prior written consent, 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.

Limitation of Liability.

EXCEPT WITH RESPECT TO (i) A PARTY'S INDEMNIFICATION OBLIGATIONS, (ii) DAMAGES ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 HEREOF, OR (iii) DAMAGES ARISING FROM A PARTY'S BREACH OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 9 HEREOF, (A) IN NO EVENT SHALL IFL OR THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT AND ALL PRODUCT ANNEXES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF IFL OR THE COMPANY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ALL PRODUCT ANNEXES FOR ANY DIRECT DAMAGES EXCEED THE GREATER OF (X) FIFTY THOUSAND DOLLARS ($50,000), AND (Y) THE TOTAL AMOUNTS PAID OR PAYABLE BY THE COMPANY TO IFL HEREUNDER FOR THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

General.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Mauritius without regard to its choice or conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the interpretation, applicability, performance, breach, termination, or validity thereof, including, but not limited to, this arbitration clause, shall be resolved exclusively and finally by confidential arbitration in Port-Louis, Mauritius, in accordance with the International Arbitration Association's Commercial Arbitration Rules. An award rendered in connection with arbitration in accordance with this section shall be final and binding on the parties, and any judgment on such award may be entered and enforced in any court of competent jurisdiction. Nothing in this subsection limits a party's right to seek interim, injunctive, or ancillary relief from a court of competent jurisdiction before, after, or during the pendency of any arbitration.

Neither party is entitled to arbitrate any dispute, controversy, or claim arising out of or relating to these Terms, or the interpretation, applicability, performance, breach, termination, or validity thereof, on a class-action basis, including, but not limited to, this arbitration clause.

The Company, in its use of the IFL Service or any IFL Product under this Agreement, will not discriminate against any Authorized User, employee, volunteer, participant, or individual on the basis of race, color, gender, pregnancy, marital status, family status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age, except that programs may be targeted to provide beneficial services to specific participant groups, as agreed upon between IFL and the Company. The Company acknowledges and agrees that once IFL receives evidence of discrimination by the Company under any of these categories, IFL will have the right to immediately terminate this Agreement upon notice to the Company.

Any notice required or permitted to be sent to the Company under this Agreement will be posted on the Company’s Control Panel. Any notice required or permitted to be sent to IFL under this Agreement will be sent via account@inspectforless.com.

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

In the event that any provision of this Agreement, or any Product Annex, is found to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) will remain in full force and effect. Any delay or failure by either party to perform under this Agreement, or a Product Annex, will be excused if and to the extent that such delay or failure is caused by occurrences beyond the affected party's control, including, but not limited to, government decrees or restrictions, acts of God, strikes, labor stoppages, or other industrial disturbances, war, or sabotage (each of which is 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 all commercially reasonable efforts to minimize any resulting delay or interference with the performance of its obligations under the applicable agreement.

This Agreement and each Product Annex may not be assigned, in whole or in part, by either party without the prior written consent of the other party, except that each party may assign this Agreement, with prior 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 the capital, business, or assets of such party. Subject to the foregoing, this Agreement and each Product Annex will be binding upon and inure to the benefit of each party hereto and their respective successors and assigns.

Nothing in this Agreement, or any Product Annex, will be construed to create a partnership, joint venture, or agency relationship between the parties, and neither party will have the right to enter into contracts on behalf of, legally bind, incur debt on behalf of, or 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 will be responsible for the payment of its own tax obligations arising from these General Terms or any Product Annex.