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Reliabilityweb Vendors Terms and Conditions
1.Deliverables. The vendor (“Vendor”) named on the applicable purchase order, statement of work, letter of engagement, or other request (“Engagement”) issued by NetexpressUSA Inc. d/b/a Reliabilityweb.com for itself and on behalf of its affiliates (“Reliabilityweb”) will provide the products (“Products”) and/or services (“Services”) (collectively, the “Deliverables”) as listed on the Engagement to Reliabilityweb in accordance with these terms and conditions (“Terms and Conditions”), which together with the Engagement are collectively referred to as the “Agreement”. This Agreement is effective upon acceptance of the Engagement by Vendor either providing any Deliverables hereunder or executing the Engagement, which such signature may take the form of an electronic signature, which shall be considered binding as if it were signed by hand. In the event of a conflict between the Engagement and these Terms and Conditions, the terms of the Engagement shall apply. Unless otherwise expressly provided in the Engagement, Vendor shall deliver all Deliverables to Reliabilityweb’s premises, free of all freight, handling, transportation, drayage, boxing, and similar charges. All times in the Agreement are of the essence.
2.Requirements. Vendor will comply with the following requirements in the provision of the Deliverables:
a. Unless otherwise specifically set forth in the Engagement, Vendor shall be responsible for all items necessary for the provision of the Deliverables and for all expenses incurred by Vendor in its provision of the Deliverables, including without limitation all fees assessed by any rental of equipment or supplies obtained from an outside source or vendor.
b. Vendor will comply with all policies of Reliabilityweb and the facility where the Services will be rendered (“Facility”).
c. All Vendor personnel will be dressed appropriately for the provision of the applicable Services.
d. The Facility is to be used solely by Vendor for the purpose of the provision of the Deliverables and is provided in “as is” condition.
e. Vendor shall not use the Facility, or permit the Facility to be used for any unlawful or immoral purpose or in any manner likely to injure persons or property in, on, or near the Facility.
f. Vendor shall not make any alterations, additions, or other changes to the Facility or any property of Reliabilityweb.
g. Use of alcohol or smoking by Vendor personnel is not permitted in the Facility. If any Vendor personnel are noticeably under the influence of intoxicating beverages, narcotics, or drugs, Reliabilityweb may cancel the Agreement at its sole discretion and with no liability whatsoever notwithstanding any contrary provision in the Agreement.
h. The safety of Vendor (and each of its Service Provider’s) personal belongings are the responsibility of Vendor, not Reliabilityweb.
i. Vendor agrees to allow Reliabilityweb to use Vendor’s and its Service Providers’ names, likenesses, logos and photos in marketing materials.
j. Special Terms. Certain additional requirements apply as follows:
(i) Speakers: unless otherwise set forth on the Engagement, (A) the presentation(s) will be delivered in the English language clearly and concisely; (B) the subject matter of the engagement shall be determined by Reliabilityweb; (C) Vendor and its Service Providers consent to allow Reliabilityweb to film and/or photograph the presentation(s) and hereby waive any right they might have to compensation on account of the sales or other distribution of any of these recordings, in any medium; (D) Instead of the provisions of Section 8 (Ownership) below, Vendor shall retain ownership of the underlying material of the presentation(s), and Vendor hereby grants to Reliabilityweb a nonexclusive, worldwide, royalty-free, irrevocable, perpetual license to use, duplicate, market, execute, reproduce, sell, commercialize, display, perform, distribute copies of, and prepare derivative works of (with no royalty or other compensation due to Vendor other than the fees, if any, specified on the Engagement) any recordings of the presentation(s), whether paper-based, digital, electronic, video or audio taped, web site- based or otherwise, and Reliabilityweb may authorize others to do any or all of the foregoing; and (E) in no event will Reliabilityweb be precluded from independently creating any ideas, concepts or other intellectual property rights that are similar to the underlying material of the presentations(s).
(ii) Live Performers: (A) Vendor performers must make their whereabouts known to Reliabilityweb ninety (90) minutes prior to the scheduled performance time and must be at the performance site at least 45 minutes prior to the scheduled start of the performance; (B) pyrotechnic or pyrotechnic devices of any kind are strictly prohibited; (C) decisions regarding the safety of the performance due to weather conditions if applicable will be the sole decision of Reliabilityweb; (D) Reliabilityweb reserves the right to photograph and video the performance; and (E) a song list with lyric sheets shall be provided to Reliabilityweb for its approval at least two (2) weeks prior to the performance date.
(iii) Catering: (A) Vendor warrants to Reliabilityweb that it is in compliance with all applicable health department rules and regulations; (B) Vendor shall deliver all food and beverages prior to the agreed time of serving; provided that Vendor will not deliver food any earlier unless it has provided a way for such food to remain at a safe serving temperature until the agreed time for serving; (C) unless otherwise provided in the Engagement, Vendor will provide all serving utensils and all necessary plates, cups, utensils and other items necessary for the consumption of the provided food and beverages; and (D) in the event alcoholic beverages will be provided or served by Vendor, Vendor warrants to Reliabilityweb that it and all Vendor personnel that it assigns to provide Deliverables hereunder will obtain and maintain, at Vendor’s own cost, any and all approvals, licenses, filings, registrations, and permits required by the applicable governing authorities, and that Vendor will require that all individuals serving alcoholic beverages to have prior TIPS certified alcohol server training as described at http://www.gettips.com/ and will provide proof of such training prior to the provision of the Services.
(iv) Camera Operators: (A) Set up each camera in back of room 30 minutes prior to recording; (B) Check lighting on stage frame speaker in a medium-close up shot (head to knee) to stay in view of camera for Slide Overlay editing, remember that the subject may walk around, so be prepared to pan; (C) Check sound quality through XLR line to camera with headphones, and 2/15/2017 make sure attendee microphone on stand is not on until Q & A Session at the end of presentation; (D) Come prepared with enough memory recording space to record a total of 7 hours of footage for each day (1:30 hours of continuous footage between breaks.); (E) Record each session (start early and end late for editing purposes- 2 minutes.); (F) Take notes if there are any audio outages or issues that need to be addressed in editing. (Give notes to Media Manager – Melody McNeill or replacement resource); (G) After recording for that day, transfer footage to Media Manager’s drives; (H) Total hours recording per day: approximately 6 hours of footage; (I) Total hours present each day: Approximately 8-9 hours (1 hour for set-up, and 1-2 hours for break-down and file transfers.); and (J) Behavior and dress is expected to be professional - please wear black or khaki pants and button-up/polo shirt and closed-toed shoes.
(v) Event Photographers: (A) Award Ceremony: take photos of all winning companies receiving the award on stage in a group; take shots of the awards themselves (on the table); and take a team photo at the end with all of the winners; (B) Candid Photos: take shots in the hallways and break areas; take photos of attendees talking and engaging; and take photos of small groups engaged in talking and team work; (C) Learning Sessions, Forums, Keynotes, RAPTalks: take photos of every presenter – in action, speaking and teaching, take photos of rooms full of activity, take engaging photos; and take photos from the front of the room where attendees are interested and engaged in the presentation; (D) All Event Nights and Expo: take close up engaging photos of attendees having fun and enjoying themselves; take photos of all entertainers and singers; take photos of prize giveaways; do not include alcoholic beverages in the photos (ask subjects to set them down); take photos of attendees engaging with sponsors; take photos of close up pictures and room filled (top angles); and DO NOT take pictures of sponsor banner- stands; and (E) General requirements: no alcoholic beverages in photos (ask participants to set the drink down); no Reliabilityweb employees in the photos and positive images are preferred; and (F) Other requirements: all photos to be uploaded to box.com every night in the correct folders with each photo’s name with the correct naming provided by Reliabilityweb Behavior and dress is expected to be professional - please wear black or khaki pants and button-up/polo shirt and closed-toed shoes.
3.Acceptance. All Deliverables shall be subject to acceptance (“Acceptance”) by Reliabilityweb as described in this Section 3. In the event that Reliabilityweb determines that the Deliverables are not acceptable in its sole discretion, Reliabilityweb will notify Vendor and may either request that Vendor correct or re-perform the Deliverables as applicable or terminate the Agreement and receive a refund of all fees paid to Vendor. In no event will Reliabilityweb be liable for any payment for Deliverables until such Deliverables have been Accepted by Reliabilityweb.
4.Payment. Reliabilityweb will pay the deposit as set forth in the Engagement, if any. Unless otherwise provided in the Engagement, Reliabilityweb will then pay the remainder of the balance due upon the Acceptance of the Deliverables. Vendor warrants that prices for the Deliverables are not higher than those charged other customers for the same or similar Deliverables in similar quantities. Reliabilityweb may inform Vendor if it can purchase Deliverables of like quality at a lower delivered cost than under the Agreement. Vendor shall have five (5) days to inform Reliabilityweb if it will meet such lower cost for an equal quantity of Deliverables. If it does not, Reliabilityweb may purchase such Deliverables from the other source and such quantity shall be deducted from Reliabilityweb’s obligation hereunder, but the Agreement otherwise shall remain unaffected. Vendor gives Reliabilityweb permission to conduct a credit check.
5.Confidentiality. As used in this Agreement, the term “Confidential Information” means the confidential, secret or proprietary information of Reliabilityweb and its customers disclosed prior to and after the Effective Date, including, without limitation, financial and business information such as financial and business plans, marketing plans, know-how, customers, attendees, distributors, suppliers, business processes, business ideas and strategies developed by Vendor under this Agreement or disclosed to Vendor or otherwise made available, directly or indirectly, to Vendor, whether written, graphic, oral, visual, tangible or intangible, in any form or format. Confidential Information shall not include any information, however designated, that: (a) is or subsequently becomes publicly available without Vendor's breach of any obligation owed Reliabilityweb; (b) became known to Vendor prior to Reliabilityweb’s disclosure of such information to Vendor pursuant to the terms of this Agreement, provided such prior knowledge can be adequately substantiated by documentary evidence antedating the disclosure by Reliabilityweb; or (c) became known to Vendor from a source other than Reliabilityweb other than by the breach of an obligation of confidentiality owed to Reliabilityweb. All Confidential Information is and will remain the sole and exclusive property of Reliabilityweb or its customers, as applicable. Vendor may not use the Confidential Information except as required to provide the Services and Deliverables under this Agreement. Except for as expressly set forth herein, Vendor shall not, directly or indirectly, communicate or in any way divulge to any other person or entity any Confidential Information without the prior written consent of Reliabilityweb. In addition, Vendor may not disclose to any third party the existence of any negotiations between Vendor and Reliabilityweb. Vendor agrees that Vendor shall not improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Vendor has an agreement or duty to keep in confidence information acquired by Vendor, if any, and that Vendor shall not bring onto the premises of Reliabilityweb or Reliabilityweb’s customers any unpublished document or proprietary information belonging to such employer, person, or entity, unless consented to in writing by such employer, person, or entity. Vendor agrees that disclosure of Confidential Information may be made only to its employees and contractors (each a "Service Provider") who (i) are directly involved in performing the Services or providing the Deliverables, (ii) have a specific need to know such information, and (iii) who have executed a nondisclosure agreement containing provisions as protective of the Confidential Information as the terms in this Section 5. Vendor shall be liable for all violations of this Agreement by its Service Providers. Pursuant to the Defend Trade Secrets Act of 2016, Vendor hereby acknowledges that: an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, Vendor acknowledges that an individual who files a lawsuit for retaliation by an employer 2/15/2017 for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (I) files any document containing the trade secret under seal; and (II) does not disclose the trade secret, except pursuant to court order.
6.Warranties. Vendor warrants that: (a) all Deliverables will be provided in a safe manner in accordance with the highest standards of the industry; (b) it shall obtain and maintain all licenses, permits and approvals required by any federal, state or local licensing, regulatory, or other agency or authority for its performance hereunder; (c) it will not violate any applicable laws or regulations in its performance hereunder, including without limitation, the Americans with Disabilities Act or any related or successor laws, regulations or guidelines, or applicable data protection laws and regulations; (d) the Deliverables will: (i) be merchantable and fit for the purposes sold; (ii) be free from all defects in design, materials, workmanship, performance and title; (iii) meet the applicable specifications, drawings, samples, descriptions and requirements specified in the Agreement and all marketing materials; (iv) not be obscene, libelous, or violate the right of privacy or publicity of any third party; and (v) not contain any virus, trap door, worm, or any other device that is injurious or damaging to software or hardware used in conjunction with the Deliverables; (e) providing the Deliverables will not violate any agreements including, without limitation, noncompetition and confidentiality agreements and that it will not enter into any such agreements that would conflict with Vendor providing the Deliverables; (f) it hereby assigns to Reliabilityweb any applicable manufacturers’ warranties; and (g) it has entered into agreements with all Service Providers to assign all right, title and interest in and to the Deliverables to Vendor.
7.Term and Termination. Unless otherwise stated in the Engagement, the term of the Agreement shall commence on the issue date of the Engagement and continue until all Deliverables have been successfully provided to and Accepted by Reliabilityweb unless earlier terminated as set forth in this Section. Each party shall have the right upon notice to the other to terminate the Agreement if the other party breaches a term of the Agreement and fails to cure such breach within thirty (30) days of receipt of notice to do so. Further, Reliabilityweb may terminate the Agreement for convenience at any time upon notice to Vendor. If termination for convenience occurs at least sixty (60) days prior to the first date of performance (“Date of Performance”), Vendor shall return any deposit paid by Reliabilityweb and Reliabilityweb shall have no further obligation to Vendor. If termination for convenience occurs at least thirty (30) days but less than sixty (60) days prior to the first Date of Performance, the sole remedy for Vendor shall be forfeiture of the deposit paid by Reliabilityweb. If termination for convenience occurs less than thirty (30) days prior to the first Date of Performance, the sole remedy for Vendor shall be the forfeiture of the deposit plus a payment to Vendor of twenty percent (20%) of the remaining balance due under the Engagement. Upon expiration or termination of the Agreement, Vendor shall return to Reliabilityweb all materials and other items provided to Vendor. Sections 5-16 of these Terms and Conditions shall survive expiration or termination of the Agreement.
8.Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, goods, or other information developed in whole or in part by or on behalf of Vendor in connection with or relating to the Deliverables, and any reproductions of thereof, including audio and video (collectively, the “Works”) shall be the exclusive property of Reliabilityweb. Upon request, Vendor shall sign all documents and otherwise cooperate with Reliabilityweb as necessary to assign, confirm and perfect the exclusive ownership of all intellectual property rights in the goods to Reliabilityweb. Any such Works shall be the sole and exclusive property of Reliabilityweb, and Reliabilityweb shall be the sole author of such Works within the meaning of the Act. Such Works (in whatever medium) shall be the sole and exclusive property of Reliabilityweb as consideration for any and all compensation paid to Vendor hereunder and Vendor hereby expressly disclaims any and all interests in such Works. If all intellectual property rights in any Work are not the property of Reliabilityweb by operation of law, Vendor hereby, and without further consideration, irrevocably transfers, assigns, and conveys to Reliabilityweb all right, title and interest in all Works conceived, devised or developed by Vendor pursuant to the Agreement, including, without limitation, all copyrights, patentable inventions, trade secrets, and moral rights, without further compensation or the necessity of any further actions. At the request of Reliabilityweb, Vendor shall promptly execute separate written assignments to Reliabilityweb and do all things deemed reasonably necessary by Reliabilityweb to enable Reliabilityweb to secure patents, register copyrights or obtain any other forms of protection for any Works in the United States and in other countries worldwide. Title to all Works shall vest in Reliabilityweb automatically upon creation of such Works. The provisions of this Section 8 do not apply to speaking engagements; the terms of Section 2(j)(i)(D) apply instead.
9.Employment. Neither party may hire, or directly or indirectly solicit or employ, any employee of the other party during the term of the Agreement and for two (2) years after the termination of the Agreement; provided, however, that nothing contained herein will prevent a party from hiring any such employee who responds to a general hiring program conducted in the ordinary course of business or who approaches such party on a wholly unsolicited basis.
10.Indemnity. Vendor will indemnify, defend and hold Reliabilityweb, its directors, officers, employees, agents, attendees, successors and assigns from and against all claims, demands, suits, causes of action, awards, judgments and liabilities, including reasonable attorneys’ fees and costs, arising out of or alleged to have arisen out of: (a) the gross negligence or willful misconduct of Vendor, its employees or agents; (b) bodily injury or death of any person or damage or destruction to any real or tangible personal property incurred during or as a result of Vendor’s performance hereunder; or (c) breach of any representation, warranty, or obligation of Vendor hereunder.
11.Limitation of Liability. IN NO EVENT WILL RELIABILITYWEB BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT RELIABILITYWEB HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, AND IN NO EVENT WILL RELIABILITYWEB'S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH THE AGREEMENT WHETHER IN ACTIONS BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RELIABILITYWEB HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, EXCEED THE AMOUNT PAID HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK 2/15/2017 BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
12.Review of Records. Vendor agrees to maintain records which substantiate all charges and to retain records related to the Agreement for at least three (3) years after final payment. During the term of the Agreement and for three (3) years thereafter, Reliabilityweb shall have the right to review Vendor’s records for the purposes of verifying claims for payment and compliance with the terms and conditions of the Agreement.
13.Insurance. If Vendor is not an individual, Vendor shall maintain throughout the term of this Agreement and for two (2) years thereafter: (a) a separate workers’ compensation insurance policy covering Vendor and/or all Vendor Service Providers assigned by Vendor under this Agreement with limits that are not less than limits required by law; and (b) Commercial general liability insurance, written on a “ISO” commercial general liability form or its equivalent, with combined single limits for bodily injury and property damage of not less than US$1,000,000 each occurrence and US$2,000,000 in the aggregate in a policy year. If Vendor is an individual, Vendor shall maintain throughout the term of this Agreement and for two (2) years thereafter general liability insurance with a combined single limit of no less than US$1,000,000, and this requirement may be fulfilled with appropriate umbrella insurance coverage. Upon request, Vendor shall provide to Reliabilityweb certificates of all required insurance, and Vendor shall provide thirty (30) days advance notice to Reliabilityweb of impending cancellation, non-renewal, or material change of such insurance.
14.Reliabilityweb’s Property. Any property of Reliabilityweb in Vendor’s active or constructive possession or custody hereunder will be at Vendor’s risk, and Vendor agrees to reimburse Reliabilityweb for any loss or damage to such property however caused.
15.Assignment/Subcontracting/Independent Contractor. Vendor shall not assign, subcontract, or delegate all of any parts of the Agreement without the prior written consent of Reliabilityweb. Vendor is and shall remain an independent contractor. If Reliabilityweb approves the use of a subcontractor in writing, Vendor will: (a) remain obligated under the Agreement for the provision of the Deliverables; (b) require each subcontractor to agree in writing to the terms of the Agreement; (c) be liable for all violations of the terms of the Agreement by such subcontractor; and (d) pay all amounts due to such subcontractor. Reliabilityweb may pay the subcontractor and offset those amounts against amounts owed to Vendor if Vendor fails to pay a subcontractor any amounts due and owing.
16.General. This agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and the Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to its subject matter. No amendment, modification or waiver of any provision of the Agreement will be effective unless in writing and signed by both parties. Terms on Vendor’s documentation such as invoices will not alter or supplement the terms of the Agreement and are hereby rejected. If any provision of the Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. The laws of the State of Florida will govern this Agreement. In the event of a dispute arising out of or related to this Agreement, each party will give the other prompt notice of the dispute, and both will meet promptly for good faith discussions to try to resolve the matter. If that fails, such dispute will be resolved by final and binding arbitration before a sole arbitrator, who is an attorney, and will be administered by the American Arbitration Association under its then- current Commercial Arbitration Rules. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in a court of competent jurisdiction located in Lee County, Florida. The arbitration will be held in Lee County, Florida. The arbitrator must enforce the terms of this Agreement and will have no authority to award any damages in conflict with or in excess of the limitations and exclusions set forth in this Agreement. All notices will be in writing and sent by postage prepaid, via registered or certified mail or overnight courier, return receipt requested, or delivered personally to the parties at their respective addresses. Notice will be considered given upon receipt.