General Terms and Conditions – CLIENT

These general terms and conditions (“GTCs”) constitute an agreement between the Riveron-related entity (“Riveron”) and you (“Client”) who are parties to a Master Services Agreement related to Riveron’s provision of Deliverables to Client (the “MSA”). Terms capitalized herein but undefined shall have the definitions assigned them in the MSA.

1. Pricing and Payment Terms.
   • 1.1. In consideration of the Deliverables provided by Riveron in accordance with the Contract Documents, all prices are firm and shall not be subject to change, except as provided in the Contract Documents. Riveron’s price does not include (i) all packaging and freight to the specified delivery point; (ii) all applicable taxes and other government charges including but not limited to all sales, use, or excise taxes; (iii) all customs duties, fees, or charges; and (iv) all items, Intellectual Property Rights, and services necessary or incidental to provide the Deliverables in accordance with the Contract Documents. If Riveron is legally obligated to pay value added and/or similar tax, Riveron shall invoice Client in accordance with applicable rules to enable Client to reclaim such tax.
   • 1.2. Riveron will deliver an Invoice to Client, and Client shall pay Riveron, according to the payment terms included in an applicable SOW; provided, however, if such SOW does not include payment terms, Riveron will send an Invoice to Client monthly in arrears, and Client shall pay Riveron the full amount of the Invoice promptly upon receipt. Client will reimburse expenses that are (i) out-of-pocket expenses incurred by the Riveron or its Representatives directly in connection with providing the Deliverables, (ii) if in excess of $5,000, pre-approved in writing by the Client, and (iii) accompanied by documentation such as receipts, vouchers and invoices that verify the amount, date and nature of each expense.

2. Riveron’s Representatives. If any Riveron Representatives performing Services are unacceptable to Client for any legally permitted reason, Client will notify Riveron and Riveron will take prompt, appropriate corrective action, which may include replacing the Representatives. Client and Riveron must agree that the replacements have acquired orientation and background substantially equal to that of the Representatives being replaced and there will be no charge to Client for any replacement Representatives assigned by Riveron unless otherwise agreed.

3. Covenants; Representation and Warranties
   • 3.1. Each Party represents that it is duly organized and authorized to enter into the Contract Documents and to perform all obligations; and that it is not a party to any agreement with a third party which would restrict its ability to perform its obligations under the Contract Documents.
   • 3.2. Riveron shall provide the Deliverables in compliance with all relevant laws, regulations, and codes of practice. Riveron represents and warrants that it is and will remain fully compliant with all applicable Laws, international trade and import/customs laws, executive orders, regulations, instructions, and policies, including, but not limited to, satisfying all necessary export and import clearance requirements, proofs of origin, licenses and exemptions therefrom, and all proper filings or notifications with appropriate governmental bodies and/or disclosures relating to the provision of services, the release or transfer of goods, hardware, software and technology, including, but not limited to, those required under the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations, known commonly as ‘ITAR’ and U.S. Customs and Border Protection regulations, and the Foreign Trade Regulations (“FTR”).
   • 3.3. Riveron represents and warrants that no goods, materials, equipment, components, parts, technology, or services that are included in, incorporated into, or provided in connection with the Deliverables originate in any country or region that is subject to a comprehensive embargo maintained by any government authority that Client deems, in its sole discretion, may impose penalties or other measures against Client, including, but not limited to, the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the US Department of State. Such embargoed countries or regions may include, but are not limited to, Cuba, Iran, North Korea, Syria, the so called Donetsk People’s Republic, Luhansk People’s Republic, and Crimea regions of Ukraine, and any countries or regions that may come under US embargo in the future. If any of the Deliverables are or will be subject to export restrictions, it is Riveron’s responsibility to promptly inform Client (and any relevant affiliate) in writing of the particulars of such restrictions. Further, Riveron represents and warrants that no goods, materials, equipment, components, parts, technology, or services that are included in, incorporated into, or provided in connection with the Deliverables will violate the Export Control Reform Act, the International Emergency Economic Powers Act, or the Trading with the Enemy Act, all as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or the Anti-Terrorism Order (Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001)), issued by the President of the United States of America (Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or any enabling legislation or executive order relating to any of the same. Without limiting the generality of the foregoing, the Riveron and its Affiliates: (a) are not and will not become a blocked person described in Section 1 of Anti-Terrorism Order; and (b) does not knowingly or will knowingly engage in any dealings or transactions or be otherwise knowingly associated with any such blocked person. The Riveron and its Affiliate is in compliance, in all material respects, with the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism Act (USA Patriot Act of 2001).
   • 3.4. The Riveron and its Affiliates represents and warrants that they are in full compliance with all OFAC sectoral or governmental sanctions including but not limited to those implemented against Russia and Belarus or against the Government of Venezuela, or as may be implemented in or against any and all countries, regions, or governments in the future.
   • 3.5. The Riveron and its Affiliate is in compliance, in all material respects, all relevant federal and state anti-money laundering laws including, but not limited to the Bank Secrecy Act, as amended.
   • 3.6. Riveron represents and warrants that it is not a person subject to economic or financial sanctions imposed by a government entity, including any Sanctioned Persons. Riveron acknowledges that Sanctioned Persons may include persons who are not explicitly included on any sanctions list maintained by a government entity, but also persons who are directly or indirectly owned 50 percent or more in the aggregate by one or more Sanctioned Persons. Riveron further represents and warrants that no Sanctioned Person has any property interest, financial interest, or other interest in the Deliverables and that the provision of the Deliverables shall not involve the transferring, paying, exporting, or withdrawing of any property or interests in property of any Sanctioned Person.
   • 3.7. Riveron represents and warrants that: (i) the Deliverables it provides Client are not covered telecommunications equipment or services, and (ii) the Deliverables it provides Client do not use covered telecommunications equipment or services, as defined in Section 889(a)(1) of the U.S. National Defense Authorization Act for Fiscal Year 2019 and its implementing regulations. Riveron further represents and warrants that it will notify Client within one (1) business day in the event Riveron discovers that the Deliverables it provides Client are or use such covered telecommunications equipment or services.
   • 3.8. Each Party warrants that has not and it will not, directly or indirectly, and that each has no knowledge that other persons will, directly or indirectly, offer, promise or make any payment, gift kickback or other commitment to its customers, to government officials or employees or to agents, directors and employees of each Party, or any other party, for obtaining or rewarding favorable treatment by Client with respect to the terms, conditions, price, performance or award of a Contract Documents, or in a manner contrary to applicable laws (including but not limited to the U. S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and, where applicable, legislation enacted by member states and signatories implementing the OECD Convention Combating Bribery of Foreign Officials), and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption. Nothing in the Contract Documents will render either Party or any of its affiliates liable to reimburse the other for any such consideration given or promised.
   • 3.9. Each Party covenants it shall (i) respect the human rights of its employees, provide a safe and appropriate working environment, eliminate discrimination, and provide equal opportunity in employment; (ii) not tolerate, and cause its suppliers not to tolerate, forced labor, underage labor or illegal alien labor, and comply with applicable laws and regulations of related countries or regions regarding employment terms including wages and working hours; and (iii) not have any affiliation with anti-social forces, organizations and movements (including, without limitation, gangsters, criminal organizations and terrorist organizations) and warrants that it will not hold itself out as, or knowingly engage the services of or provide contributions of any form to the same for any reason. Any material violation of an obligation contained in this Section 3.9 and its subsections is a material breach of the Contract Documents and entitles Client to terminate the Contract Documents with immediate effect and without prejudice to any further rights or remedies available thereunder or at law.
   • 3.10. Client is an equal opportunity employer. As applicable, the Parties agree that they shall abide by the requirements of Executive Order 11246, as amended by Executive Order 11375 (Equal Employment Opportunity); 38 U.S.C. §4212 (Vietnam Era Veterans Readjustment Assistance Act of 1974); 29 U.S.C. §793 (Section 503 of the Rehabilitation Act of 1973); and the implementing regulations found at 41 CFR Section 60-1.4(a); 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); and 29 CFR Part 471, Appendix A to Subpart A, and that these requirements are incorporated herein. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin, and notification of employee rights. Additionally, these regulations prohibit employers from discharging, or otherwise discriminating against, employees or applicants who inquire about, discuss, or disclose their compensation or the compensation of other employees or applicants. Moreover, these regulations may require that Client take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.
   • 3.11. Client represents, warrants, and covenants for itself that all Deliverables furnished hereunder are and will be free and clear of all liens, claims and encumbrances.
   • 3.12. To the extent permitted by applicable law, any implied warranties which favor Client shall be excluded from these GTCs and any other agreement between Client, Riveron, and/or their respective affiliates.
4. Audit Rights. Client and its Affiliates grant a limited right to receive information and conduct inspections with respect to the Records related to the Deliverables to (i) Client and its Affiliates, and (ii) Client’s Representatives, an (such parties in (i) and (ii), collectively “Auditors”), at all times insofar as may be necessary or desirable but no more than once annually and only with ten (10) days prior written notice by Riveron to Client “Records” means all recorded information, regardless of physical form or characteristics, made or received for the purpose of and relevant to all proceedings relating to the Deliverables and relating to Riveron’s obligations under the Contract Documents.

5. Confidential Information
   • 5.1. “Confidential Information” means all information, including without limitation specifications, samples, drawings, materials, know-how, designs, processes, Work Product, software, other technical, business, or financial information, data, and the terms and conditions of this Agreement including any SOW of one Party (the “Disclosing Party”) that (i) is supplied to or observed or overheard by the other Party (“Recipient”) or its Representatives in connection with the Deliverables; (ii) Riveron designs, develops, or creates for or on behalf of Client in connection with the Contract Documents; or (iii) all derivatives of (i) and (ii) that Riveron has or will design, develop or create. Without limiting the foregoing, all Work Product and Riveron Pre-Existing Works constitute Confidential Information. Recipient’s obligations of confidentiality with respect to Confidential Information continue for seven (7) years after expiration or termination of the MSA.
   • 5.2. Recipient will: (i) disclose Confidential Information only to its Representatives who are under a duty to protect the Confidential Information and who need to know the Confidential Information. Recipient will be responsible for any breaches of the confidentiality obligations of the Contract Documents by its Representatives; (ii) use Confidential Information only in relation to the Contract Documents; (iii) protect the Confidential Information using the same degree of care as it uses to protect its own proprietary information, but with no less than a reasonable degree of care; and (iv) not decompile, disassemble, decode, reproduce, redesign, or reverse engineer Confidential Information or any part thereof.
   • 5.3. The Contract Documents impose no obligation upon Recipient if the Confidential Information: (a) was rightfully in Recipient’s or its Representatives’ possession before receipt from the Disclosing Party and was not accompanied by a duty of confidentiality; (b) is or becomes a matter of public knowledge through no fault of Recipient or its Representatives; (c) is rightfully received by Recipient or its Representatives from a third party and is not accompanied by a known duty of confidentiality; (d) is disclosed by Disclosing Party to a third party without a duty of confidentiality on the third party; (e) is independently developed by Recipient or its Representatives without use of Disclosing Party’s Confidential Information; (f) is disclosed under operation of law, provided Recipient notifies Disclosing Party and upon Disclosing Party’s request and at Disclosing Party’s cost cooperates in all reasonable respects to contest the disclosure or obtain a protective order or other remedy.
   • 5.4. Recipient and its Representatives will return or destroy, at Recipient’s discretion, Confidential Information and all copies upon the earlier of Disclosing Party’s written request and will certify in writing to the return or destruction within fifteen (15) calendar days. Notwithstanding the foregoing, Recipient and its Representatives may retain copies of the Confidential Information pursuant to bona fide document retention policies and procedures; provided, however, that such retained Confidential Information shall remain subject to the terms and conditions of the Contract Documents for as long as such Confidential Information is retained regardless of the termination or expiration of the MSA or any of the Contract Documents.

6. General Provisions
   • 6.1. The Contract Documents contain the entire agreement between the Parties and supersedes and replaces any prior or inconsistent agreements, negotiations, representations or promises, written or oral, between the Parties respecting the subject matter hereof. Neither Party has relied on any promises, inducements, or representations by the other, except those expressly stated in the Contract Documents. No modification of the Contract Documents will be binding on either Party unless set forth in a writing signed by an authorized representative of both Parties specifically stating it is amending the Contract Documents. No course of dealing, prior dealings, usage of trade or course of performance will be used to modify, supplement or explain any terms used in the Contract Documents.
   • 6.2. Neither Party (nor any affiliate receiving the Deliverables) will be liable for any delay or failure to perform its obligations under a Contract Documents if the delay or failure results from an event of Force Majeure. If a Force Majeure event exceeds thirty (30) calendar days, either Party may terminate the Contract Documents forthwith by written notice without liability. Each Party shall use reasonable efforts to minimize the effects of the Force Majeure event.
   • 6.3. Subject to Section 6.4, Neither Party may neither assign, nor novate, transfer, encumber or subcontract the Contract Documents, nor any parts thereof without prior written approval of the other Party.
   • 6.4. A Party may assign, novate, transfer, subcontract or deal in any other manner with the Contract Documents, in whole or in part, at any time, and on more than one occasion thereof to its affiliates, or to any successor-in-interest or title which acquires that part of such Party’s group of companies’ business to which the relevant Contract Documents relates (and such transferee may do the same).
   • 6.5. Any notice must be given duly signed by registered mail, courier, fax or by e-mail to the address of the relevant Party as stated in the Contract Documents and/or to such other address as such Party may have notified in writing. E-mail and fax require written confirmation of the receiving Party.
   • 6.6. Failure to enforce or exercise any term of the Contract Documents does not constitute a waiver of such term and does not affect the right later to enforce such or any other term therein contained.
   • 6.7. The Contract Documents are governed by the laws stated in the MSA, including the Uniform Commercial Code adopted therein, but excluding the provisions of the United Nations Convention on International Sale of Goods. In the event of any dispute, claim or controversy arising out of or relating to the Contract Documents, including the determination of the scope or applicability of this dispute resolution provision (each, a “Dispute”), the Parties shall use their best efforts to settle such Dispute. To this effect, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the Parties. If the Parties do not reach a solution within a period of fifteen (15) days (or such longer period as the parties mutually agree in writing), then, upon notice by any party to the other party, the Dispute shall be finally determined by binding arbitration to occur in New York City before one arbitrator who the parties jointly agree to serve as arbitrator or who shall be selected according to JAMS procedures. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. Judgment on the award may be entered in any court having jurisdiction. This Section shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The language of the proceedings and of the award shall be English.
   • 6.8. The invalidity or unenforceability of any term of the Contract Documents will not adversely affect the validity or enforceability of the remaining terms. The Contract Documents will be given effect as if the invalid or unenforceable term had been replaced by a term with a similar economic effect.
   • 6.9. Nothing in Contract Documents will restrict Client’s right to contract with any third party to provide or perform, or to provide or perform on its own behalf, services, deliverables and related products similar or identical to the Services and related products provided by Riveron pursuant to the Contract Documents or any SOW.
   • 6.10. Provisions of the Contract Documents which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination will remain in full force and effect notwithstanding such termination. These GTCs shall exist for an indefinite period of time and survive expiration or termination of the Contract Documents for any reason.
   • 6.11. The relationship of the Parties is that of independent parties dealing at arm’s length and nothing in the Contract Documents may be construed to constitute one Party as an agent of the other Party (or of any affiliate) or so as to have any kind of partnership or joint-venture.
   • 6.12. The Parties acknowledge electronic signature (e. g. Adobe Sign), applied by authorized persons, to be sufficient and binding for any documents related to the Contract Documents, including, without limitation, documents for which the Contract Documents requires written form, or which require to be signed by the Parties.

7. Definitions
   • 7.1. The following capitalized terms used herein shall have the following meanings:
     • Force Majeure means an event that was not foreseeable by the affected Party (or affiliate) at the time of execution of the Contract Documents, is unavoidable and outside the reasonable control of the affected Party (or affiliate), provided that it cannot overcome such event despite all reasonable efforts, and that it provides notice to the other Party (and, in the case of Riveron being affected, to any relevant affiliate) within five (5) calendar days from occurrence of the Force Majeure event. Riveron’s ability to sell Deliverables at a more advantageous price or Riveron’s economic hardship in buying materials or processing necessary for manufacture of the Deliverables will not constitute a Force Majeure event.
     • Intellectual Property Rights means all (i) patents, industrial designs, utility models, copyrights, mask work rights, design rights, database rights and rights in trademarks, service marks, trade dress, trade names, and trade secrets and other proprietary and confidential information, including designs, drawings, processes, source code, algorithms, know-how, inventions and invention disclosures (whether or not patentable), in each case whether registered or unregistered; (ii) applications, reissues, confirmations, renewals, extensions, divisions or continuations for any of the foregoing rights; (iii) goodwill and moral rights associated with any of the foregoing rights; and (iv) all other intellectual property rights and similar forms of worldwide protection.
     • Sanctioned Persons means a person designated on the Specially Designated Nationals and Blocked Persons List administered by OFAC, or any other OFAC lists implementing full, partial, or any other type of sanctions against a person, their property, and/or their interests in property. Sanctioned persons includes those entities owned 50 percent or more by persons on the SDN List, persons ordinarily resident in sanctioned jurisdictions, entities owned 50 percent or more by sanctioned governments. Finally Sanctioned Persons includes persons debared or designated under any list eliminating or reducing any export, reexport, transfer, permanent import, temporary import, government contracting, or any other transaction privileges maintained by the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Defense, the U.S. Department of Homeland Security, or any other U.S., UK, Canada, EU, or other government department or agency.