Terms / Privacy Policy US

POLIMASTER® WEBSITE TERMS OF USE

(Last modified: September 3, 2024)

ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS WEBSITE.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

1. Acceptance of Terms of Use

POLIMASTER INC. and its affiliates (collectively, “Polimaster”) operate the website https://polimaster.us/ along with Polimaster domains included within such Internet website (collectively, the “Website”)and, including all information, graphics, documents, text, products and all other elements of the Website and all products offered on this Website and services operated through the Website, and makes this Website available for your use subject to the terms and conditions set forth in this document (“Terms of Use”). By accessing and using this Website, using any Polimaster services, downloading and/or purchasing any products, you agree to be bound by the following Terms of Use and all terms and conditions contained and/or referenced herein or any additional terms and conditions set forth on this Website and all such terms shall be deemed accepted by you (“Agreement”). If you do NOT agree to all these Terms of Use, you should NOT use this Website. If you do NOT agree to any additional specific terms which apply to particular Content (as defined below) or to particular transactions concluded through this Website, then you should NOT use the part of the Website which contains such Content or through which such transactions may be concluded and you should NOT use such Content or conclude such transactions. Also, when you use any current or future Polimaster services, visit Polimaster’s websites, or purchase any products or services of Polimaster or any business affiliated with Polimaster, whether or not included in the Website, you will be subject to the guidelines and conditions applicable to such services or business.

These Terms of Use may be amended by Polimaster at any time. Such amended Terms of Use shall be effective upon posting on this Website. Please check the Terms of Use published on this Website regularly to ensure that you are aware of all terms governing your use of this Website. Also, specific terms and conditions may apply to specific content, products, materials, services, or information contained on or available through this Website (the “Content”) or transactions concluded through this Website. Such specific terms may be in addition to these Terms of Use or, where inconsistent with these Terms of Use, only to the extent the content or intent of such specific terms is inconsistent with these Terms of Use, such specific terms will supersede these Terms of Use.

Polimaster reserves the right to make changes or updates with respect to or in the Content of the Website or the format thereof at any time without notice. Polimaster reserves the right to terminate or restrict access to the Website or any portion thereof for any reason whatsoever at its sole discretion.

2. Warranties and Disclaimers

Although care has been taken to ensure the accuracy of the information on this Website, Polimaster assumes no responsibility therefore. ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” UNLESS OTHERWISE SPECIFICALLY PROVIDED ON THIS WEBSITE, POLIMASTER HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THIS WEBSITE OR THE CONTENT. POLIMASTER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THIS WEBSITE. YOU ACKNOWLEDGE THAT ANY INFORMATION SENT MAY BE INTERCEPTED IN TRANSMISSION OR OTHERWISE. POLIMASTER DOES NOT WARRANT THAT THE WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE OR ELECTRONIC COMMUNICATIONS SENT BY POLIMASTER ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS.

The use of the services or the downloading or other use of any products through the Website is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system, loss of data, or other harm that results from such activities. Polimaster assumes no liability for any computer virus or other similar software code that is downloaded to your computer from the Website or in connection with any services or products offered through the Website. No advice or information whether oral or written, obtained by you from Polimaster or from the Website shall create any warranty not expressly stated in the Terms of Use.

THE WEBSITE MAY CONTAIN REFERENCES TO SPECIFIC POLIMASTER PRODUCTS AND SERVICES THAT MAY NOT BE (READILY) AVAILABLE IN A PARTICULAR COUNTRY. ANY SUCH REFERENCE DOES NOT IMPLY OR WARRANT THAT ANY SUCH PRODUCTS OR SERVICES SHALL BE AVAILABLE AT ANY TIME IN ANY PARTICULAR COUNTRY.

IN NO EVENT SHALL POLIMASTER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, CONTRACT, REVENUE, DATA, INFORMATION OR BUSINESS INTERRUPTION), UNDER ANY THEORY OF LIABILITY, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THIS WEBSITE OR THE CONTENT, PRODUCTS, SERVICES, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THIS WEBSITE, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED, OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE DATA, ANY LOSS OF DATA, LOSS OR DAMAGE TO FILES, LOSS OR DAMAGE TO THE CONTENT, ANY SERVICES AVAILABLE THROUGH THE WEBSITE THAT ARE DELAYED OR INTERRUPTED, EVEN IF POLIMASTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY ACTION BROUGHT AGAINST POLIMASTER PERTAINING TO OR IN CONNECTION WITH THIS WEBSITE MUST BE COMMENCED AND NOTIFIED TO POLIMASTER IN WRITING WITHIN ONE (1) YEAR AFTER THE DATE THE CAUSE FOR ACTION AROSE.

Some jurisdictions do not allow the exclusion of implied warranties or limitations, so the above limitations may not apply to you.

3. Links to External Sites

This Website may provide links to other websites that are not under the control of Polimaster (“External Sites”). Polimaster shall not be responsible in any way for the content of such External Websites. Polimaster provides such links only for the convenience of the users of this Website, and the inclusion of any link to any such External Websites does not imply endorsement by Polimaster of the content of such External Websites (including without limitation any statement made, product or service offered or referenced on the linked External Site, names of the organizations sponsoring said website, or any views that might be expressed or referenced in the External Sites. Links to External Sites and pages may be removed or replaced at the sole discretion of Polimaster, at any time without notice. In the event you discover problems with or have concerns regarding the format, accuracy, timeliness, or completeness of a linked External Site, please contact the organization responsible for the linked External Site — Polimaster does not control nor is it responsible for any linked External Sites, their pages, or content.

4. Intellectual Property

Copyright, trademark, and all other proprietary rights in the Content (including but not limited to software, services, audio, video, text, and photographs) rest with Polimaster and/or its licensors. Unless otherwise specifically provided herein or authorized by Polimaster in writing, all rights in the Content not expressly granted herein are reserved. You agree not to copy, republish, frame, make available for download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Website, its Products, or its Services. Except as otherwise provided, the Content published on this Website may be reproduced or distributed in unmodified form for personal non-commercial use only. Any other use of the Content, including without limitation distribution, reproduction, modification, display, or transmission without the prior written consent of Polimaster is strictly prohibited. All copyright and other proprietary notices shall be retained on all reproductions.

Polimaster hereby disclaims any rights to trademarks, service marks, trade names, logos, copyrights, patents, domain names, or other intellectual property interests of third parties. All intellectual property interests of third parties referenced herein or otherwise provided on this Website are the properties of their respective owners. Polimaster disclaims any proprietary interests in the intellectual property rights other than their own.

5. Feedback

You may from time to time provide suggestions, comments, or other feedback to Polimaster with respect to any product, material, software, or information provided by Polimaster (hereinafter “Feedback”). You agree that all Feedback is and shall be entirely voluntary and shall not, absent a separate agreement, create any confidentiality obligation for Polimaster. However, Polimaster shall not disclose the source of any feedback without the providing party’s consent. Polimaster shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to you. The foregoing shall not, however, affect either party’s obligations hereunder with respect to the information protected pursuant to any Polimaster’s privacy policies posted on this Website.

6. Notice and Procedure for Making Claims of Copyright Infringement

Polimaster respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Polimaster's designated agent the written information specified below: If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Digital Millennium Copyright Act (“DMCA”) designated agent at Polimaster the written information specified below:

• An electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the Website;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Polimaster’s Copyright Agent for notice of claims of copyright infringement on this Website can be reached as follows:

Polimaster Legal Department

ATTN: DMCA Designated Agent

45645 Willowpond Plaza, Ste. 100

Sterling, VA 20164

Phone: 703.525.5075

Email: legal@polimaster.us

Please note that this procedure is exclusively for notifying Polimaster and its affiliates that your copyrighted material has been infringed.

7. Information and Materials Provided By You

Unless otherwise specifically provided herein or authorized by Polimaster in writing, any materials or information submitted to, sent through, or in connection with this Website by you (“User Materials”), will be treated as non-confidential and non-proprietary, and immediately become the property of Polimaster, subject to any privacy policies posted on this Website. Polimaster may use such User Materials as it deems fit, anywhere in the world, without obligation for compensation, and free of any moral rights, intellectual property rights, and/or other proprietary rights in or to such User Materials.

8. Software

Software made available for downloading from or through this Website is licensed subject to the terms of the applicable end-user license agreement and privacy policy. Both the Software and any accompanying documentation made available through this Website is a copyrighted work of Polimaster. You must agree to the terms of the applicable end-user license agreement prior to use of the Software made available by Polimaster through this Website.

Except as otherwise specifically provided herein or in the applicable end user license agreement or as otherwise agreed by Polimaster in writing, you may not use, copy, republish, frame, emulate, clone, download, transmit, rent, lease, loan, sell, assign, modify, distribute, license, sublicense, decompile, disassemble, create a derivative work, otherwise reverse engineer, or transfer the licensed program, or any subset of the Website, its Products or Services. Any such unauthorized use shall result in immediate and automatic termination of this license and may result in criminal and/or civil prosecution.

WARRANTIES, IF ANY, WITH RESPECT TO SUCH SOFTWARE SHALL ONLY APPLY AS EXPRESSLY SET FORTH IN THE APPLICABLE END-USER LICENSE AGREEMENT. POLIMASTER HEREBY EXPRESSLY DISCLAIMS ALL FURTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE.

Without limiting the foregoing, Polimaster makes no warranty that: the services and products will meet your requirements; the services and products will be uninterrupted, timely, secure, or error-free; the results that may be obtained from the use of the services or materials will be effective, accurate, or reliable; the quality of any services or products purchased or accessible by you through the Website will meet your expectations; any errors in the software obtained from or used through the Website, or any defects in the Website, its services or products will be corrected.

9. Publicly-Edited Sections

This Website may contain pages or sections that may be edited by and are visible to all visitors of this Website, including but not limited to forums, chats, guestbooks, comments, image galleries, and Wikis (“Publicly-Edited Sections”). Any notes, postings, ideas, suggestions, concepts, or other material submitted to Publicly-Edited Sections will become the property of Polimaster and Polimaster shall be entitled to use such material for any type of use forever, including in any media whether now known or hereafter devised.

Discretion should be used in entering personally identifiable information within Publicly- Edited Sections, as it may be collected by third parties. Use of personally identifiable information contained in the Publicly-Edited Sections, and your options regarding our use of this information, are subject to Polimaster’s privacy policies posted on this Website.

Polimaster reserves the right to modify and/or delete any message submitted to the Publicly-Edited Sections, at its sole discretion, at any time and for any reason, including, but not limited to material which in Polimaster’s opinion:

(A) may constitute libel, defamation, invasion of privacy, or is obscene, pornographic, abusive, or threatening;

(B) may infringe any intellectual property or other right of any entity or person;

(C) may violate any applicable law or advocate illegal activity;

(D) advertises or otherwise solicits funds or is a solicitation for goods, services, advertisers or sponsors or otherwise engages in commercial activity;

(E) disrupts the normal flow of dialogue or otherwise acts in a way that affects the ability of other people to engage in real time activities via Polimaster’s websites;

(F) includes programs that may contain viruses, worms, trojan horses, or other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunication;

(G) includes MP3 format files;

(H) violates any policy or regulation established from time to time regarding the use of this Website or any networks connected to this Website; or

(I) contains links to other sites that contain the kind of content that falls within the descriptions set out in (A) to (H) above.

10. Unlawful or Prohibited Use

You may not use this Website for any purpose that is unlawful, prohibited by these Terms of Use, or in any way interferes or attempts to interfere with the proper working of this Website. You may not use this Website in any manner that could damage, disable, overburden, or impair this Website, or that interferes with any third party’s use and enjoyment of this Website. You agree that you will not modify or cause to be modified any files that are available on the Website and/or use any third-party software that intercepts, "mines", or otherwise collects information from or through the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available by Polimaster to all users of this Website. You shall not institute, assist, or become involved in an attack upon any Polimaster server or otherwise attempt to disrupt the Polimaster servers. ANY ATTEMPT BY YOU TO DAMAGE POLIMASTER SERVERS OR UNDERMINE THE LEGITIMATE OPERATION OF POLIMASTER IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND, SHOULD SUCH AN ATTEMPT BE MADE OR ASSISTANCE FOR SUCH AN ATTACK BE PROVIDED, POLIMASTER RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH USER TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Indemnification

You hereby agree to indemnify and hold harmless Polimaster, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty, or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of your breach of these Terms of Use.

12. Linking to the Website

Linking to this Website is permitted provided that you comply with the following rules. You may link to the home page of the Website or to any other page of the Website. However, you are not allowed to use in-line linking (or hot-linking) or framing. You must not imply that Polimaster endorses or sponsors the linker or its site, products, or services. You must not use Polimaster’s intellectual property including but not limited to trademarks, trade names, and copyrights without advance written permission from Polimaster. Furthermore, you agree to remove the link at any time upon Polimaster’s request.

13. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

Mindful of the high cost of legal dispute, not only in dollars but also in time and energy, both you and Polimaster agree to the dispute resolution procedure as stated in the following provision (“Provision”):

13.1. Informal Dispute Resolution

(1) In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Website (whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory), or the breach, enforcement, interpretation, or validity of these Terms of Use or any part of it, or any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against Polimaster in the same proceeding ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute.

(2) Notices shall include the following information: (1) name, (2) address, (3) a written description of a claim, and (4) a description of the specific relief a party seeks. Notices shall be sent:

• to Polimaster at: Polimaster Inc., Legal Department, 45645 Willowpond Plaza, Ste. 100, Sterling, VA 20164, Attn: General Counsel, or
• to you at: your last-used billing address or the billing and/or shipping address in your customer’s profile.

(3) Both you and Polimaster agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party.

13.2. Arbitration Agreement

(1) To the extent we cannot resolve any Dispute through the informal dispute resolution procedure described above in Section 13.1, a Dispute shall, on the written demand of either party delivered to the other party, be determined and settled by arbitration composed of one (1) arbitrator in accordance with the Arbitration Rules of the American Arbitration Association (“AAA”) in Washington, D.C. You agree that the arbitration shall be conducted by the AAA pursuant to its Arbitration Rules ("AAA Rules"), as modified by this arbitration agreement (“Arbitration Agreement”). For Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879.

(2) In the event the AAA is unavailable or unwilling to hear the Dispute, the parties shall agree to another arbitration provider.

(3) Any award rendered by the arbitrator shall be final and binding on the parties and any judgment on such arbitration award may be enforced in any court of competent jurisdiction.

(4) Nothing in this Section 13 shall prevent a party from seeking or obtaining equitable relief from a court of competent jurisdiction, whether before, during, or after arbitration proceedings.

(5) You may begin an arbitration proceeding by sending a letter requesting arbitration to Polimaster: Attn: Polimaster Inc., Legal Department, 45645 Willowpond Plaza, Ste. 100, Sterling, VA 20164.

(6) Notwithstanding the above, you or Polimaster may choose to pursue a Dispute in court and not by arbitration if: (a) The Dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION AGREEMENT WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS OF USE (the “Opt-Out Deadline”). You may opt-out of this Arbitration Agreement by contacting the Polimaster Legal Department and giving a respective notice with the following information:

• Your name;
• Your address;
• A clear statement that you do not wish to resolve disputes with Polimaster through arbitration.

Polimaster promises that your decision to opt-out of this Arbitration Agreement will have no adverse effect on your relationship with Polimaster. But Polimaster does have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

13.3. Class Action Waiver; Waiver of Representative Claims; Jury Waiver

(1) All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and Polimaster agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Polimaster hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind.

(2) In the absence of this Arbitration Agreement, you and Polimaster might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided in these Terms of Use, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.

(3) If You choose to pursue your Dispute in court by opting out of the Arbitration Agreement, as specified above, the waivers indicated in Section 13.3 will not apply to you.

(4) If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.

13.4. Other Terms

Because this Website and these Terms concern interstate commerce, this Arbitration Agreement shall be governed by, interpreted, construed, and enforced in accordance with, the Federal Arbitration Act. The terms of the Arbitration Agreement provisions shall survive after this Agreement terminates or your use of the Sites ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

13.5. Legal Expenses

The prevailing party in any legal action, including arbitration, brought by one party against the other and arising out of this Arbitration Agreement and/or the Terms of Use shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorney’s fees.

14. Termination

With the exception of the Arbitration Agreement, which shall survive the termination of these Terms of Use, these terms are effective unless and until terminated by either you or Polimaster. You may terminate this Agreement at any time. Polimaster also may terminate this Agreement at any time without notice and accordingly may deny you access to the Website, if in our sole judgment, you fail to comply with any term or provision of the Terms of Use. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Arbitration Agreement and the Terms of Use for all purposes.

15. Applicable Law

These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its principles of conflict of laws, except for the Arbitration Agreement above, which shall be governed by the Federal Arbitration Act. The waiver of any provision of the Terms of Use and/or the Arbitration Agreement shall not be considered a waiver of any other provision or of Polimaster’s right to require strict observance of each of the terms herein. If any provision of the Terms of Use and/or the Arbitration Agreement is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect. These Terms of Use and the Arbitration Agreement constitute the entire agreement between us relating to your use of the Website.

Polimaster does not bear any responsibility nor assumes any risks if for any reason a product or a service made available on this Website breaches the national law of any state. Those who access this Website do so on their own initiative and are responsible for compliance with their national laws.

Questions may be submitted at info@polimaster.us. Please also have a look at our Privacy Policy at https://polimaster.us/terms-privacy-policy-us/#website-privacy-policy.

Copyright (c) 2004 -2024 Polimaster Inc. and its licensors. All rights reserved.

POLIMASTER® WEBSITE PRIVACY POLICY

(Last modified: September 3, 2024)

I. Introduction

POLIMASTER INC. and our affiliates (“Polimaster”, “Company”, or “We”) respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit the website https://polimaster.us/ (our "Website") and our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies to the information we collect:

• On this Website.
• In email, text, and other electronic messages between you and us.
• When and where available, through mobile and desktop applications you download from this Website, which provides dedicated non-browser-based interaction between you and us.
• When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

If you correspond with us by email, we may retain the content of your email messages, your email address, and our responses. We may also retain any messages you send to us.

This policy does not apply to information collected by:

• Us offline or through any other means, including on any other website operated by the Company or any third party (including our affiliates and subsidiaries); or
• Any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or through the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time (see below Changes to Our Privacy Policy). Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

II. Children Under the Age of 16

Our Website is not intended for children under 16 years of age. No one under the age of 16 may provide any information to or on the Website. We do not knowingly collect personal information from children under 16. If you are under 16, do not use or provide any information on this Website or through any of its features, register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us at info@polimaster.us.

California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see below Your State Privacy Rights for more information.

III. Information We Collect About You and How We Collect It

We collect several types of information from and about users of our Website, including information:

• By which you may be personally identified, such as name, postal address, email address, telephone number, or any other identifier by which you may be contacted online or offline ("personal information");
• That is about you but individually does not identify you, such as time and date of visits to our Website, your links and exit pages, as well as URLs, the number of clicks on the functions of the application or web page, the amount of time spent on an application feature or web page, the number of pages viewed and the order of these pages; and/or
• About your internet connection, the equipment you use to access our Website, and usage details (including without limitation the type of your computer or mobile device, the type of your computer platform - Apple iOS or Android, your operating system version, your browser type and language).

We collect this information:

• Directly from you when you provide it to us.
• Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
• From third parties, for example, our business partners.

3.1. Information You Provide to Us

The information we collect on or through our Website may include:

• Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing to our service, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Website.
• Records and copies of your correspondence (including email addresses), if you contact us.
• Your responses to surveys that we might ask you to complete for research purposes.
• Details of transactions you carry out through our Website and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Website.
• Your search queries on the Website.

When and where applicable, you also may provide information to be published or displayed (hereinafter, "posted") on public areas of the Website, or transmitted to other users of the Website or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to certain pages/you may set certain privacy settings for such information by logging into your account profile, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

3.2. Information We Collect Through Automatic Data Collection Technologies

As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

• Details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website.
• Information about your computer and internet connection, including your IP address, operating system, and browser type.

The information we collect automatically may include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:

• Estimate our audience size and usage patterns.
• Store information about your preferences, allowing us to customize our Website according to your individual interests.
• Speed up your searches.
• Recognize you when you return to our Website.

The technologies we use for this automatic data collection may include:

• Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.
• Web Beacons. Pages of our Website and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
• Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.

We do not collect personal information automatically, but we may tie this information to personal information about you that we collect from other sources or you provide to us.

3.3. Third-Party Use of Cookies and Other Tracking Technologies

Some content or applications, including advertisements, on the Website are served by third parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

IV. How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information:

• To present our Website and its contents to you.
• To provide you with information, products, or services that you request from us.
• To fulfill any other purpose for which you provide it.
• To provide you with notices about your account/subscription, including expiration and renewal notices, as may be needed.
• To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
• To notify you about any products or services we offer or provide through the Website.
• To allow you to participate in interactive features on our Website.
• To contact you with marketing or promotional messages.
• In any other way we may describe when you provide the information.
• For any other purpose with your consent.

We may also use your information to contact you about our own and third parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please check the relevant box located on the inquiry form on which we collect your data on the Website. For more information, see Choices About How We Use and Disclose Your Information.

We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

4.1. Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

• To our subsidiaries and affiliates.
• To contractors, service providers, and other third parties we use to support our business.
• To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of the Company's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by the Company about our Website users is among the assets transferred.
• To fulfill the purpose for which you provide it.
• For any other purpose disclosed by us when you provide the information.
• With your consent.

We may also disclose your personal information:

• To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
• To enforce or apply our terms of website use’, website privacy policy, terms of sale, terms of purchase, or terms of government subcontracting (published at https://polimaster.com/us/terms.php, as may be amended from time to time) and other agreements, including for billing and collection purposes.
• If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

The categories of personal information we may disclose include:

• name,
• postal address,
• email address,
• telephone number, or
• any other identifier by which you may be contacted online or offline.

4.2. Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

• Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.
• Promotional Offers from the Company. If you do not wish to have your email address/contact information used by the Company to promote our own or third parties' products or services, you can opt-out at any other time by sending us an email stating your request to info@polimaster.us. If we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions. This opt-out does not apply to information provided to the Company as a result of a product purchase, warranty registration, product service experience or other transactions.
• Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by at any other time by sending us an email stating your request to info@polimaster.us.

We do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.

Residents of certain states, such as California, Nevada, Colorado, Connecticut, Virginia, and Utah may have additional personal information rights and choices. Please see below Your State Privacy Rights for more information.

4.3. Accessing and Correcting Your Information

You can review and change your personal information collected by us. To do so you may send us an email at info@polimaster.us to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account, when applicable. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

Residents of certain states, such as California, Nevada, Colorado, Virginia, and Utah may have additional personal information rights and choices. Please see Your State Privacy Rights for more information.

V. Your State Privacy Rights

State consumer privacy laws may provide their residents with additional rights regarding our use of their personal information. To learn more about California residents' privacy rights, visit https://oag.ca.gov/privacy/ccpa.

Colorado, Connecticut, Virginia, and Utah each provide their state residents with rights to:

• Confirm whether we process their personal information.
• Access and delete certain personal information.
• Data portability.
• Opt-out of personal data processing for targeted advertising and sales. Colorado, Connecticut, and Virginia also provide their state residents with rights to:
• Correct inaccuracies in their personal information, taking into account the information's nature processing purpose.
• Opt-out of profiling in furtherance of decisions that produce legal or similarly significant effects.

To exercise any of these rights please contact us at any other time by sending an email stating your request to info@polimaster.us.

Nevada provides its residents with a limited right to opt-out of certain personal information sales. Residents who wish to exercise this sale opt-out rights may submit a request to this designated address: info@polimaster.us. However, please know we do not currently sell data triggering that statute's opt-out requirements.

VI. Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls and will be encrypted using SSL technology.

The safety and security of your information also depend on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. If applicable, we urge you to be careful about giving out information in public areas of the Website like message boards. The information you share in public areas may be viewed by any user of the Website.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

VII. Changes to Our Privacy Policy

We reserve the right to revise this privacy policy from time to time in our sole discretion. It is our policy to post any changes we make to our privacy policy on this page https://polimaster.us/terms-privacy-policy-us/#website-privacy-policy. We will post and maintain the most recent versions of the privacy policy on the Website. The date the privacy policy was last revised is identified at the top of the page. We may not notify Website visitors or users of such revisions by email, phone, or other personal contact. You are responsible for periodically visiting our Website and this privacy policy to check for any changes. You can determine if the privacy policy has been revised since your last visit by referring to the “Last Modified” date at the top of the privacy policy.

VIII. Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at:

Polimaster Inc.

45645 Willowpond Plaza, Suite 100

Sterling, Virginia 20164

Email: info@polimaster.us

Phone: (703) 525-5075

or via our toll-free number:

+1 866 5607654(POLI)

To register a complaint or concern, please contact us at:

Polimaster Inc.

Legal Department

45645 Willowpond Plaza, Suite 100

Sterling, Virginia 20164

Email: legal@polimaster.us.

IX. Additional Information for non-US Residents

IMPORTANT NOTICE: This privacy policy originates and is hosted on the Website operated in the United States, which has different data protection laws from those of other nations, and particularly member nations in the European Union. Due to differing laws and legal practice, be aware that law enforcement agencies in the United States may have access to your personal information when allowed under applicable law of the United States.

As the Internet is a global environment, collecting and processing personal information may involve the transmission of this data internationally, including into and/or outside of the United States. Therefore, by using our Website and/or communicating electronically with us, you acknowledge and consent to your data being processed in this way and to our collecting, transmitting, and storing your personal information out of the country in which you reside.

Specifically, if you are located outside of the United States, please be aware that by using the Website, your personal information may be transferred to the United States or other third countries, the privacy laws of which may be deemed by your country to have inadequate data protection. If you our located outside of the United States and voluntarily submit personal information to us, you thereby consent to the general use of such information as provided in this Privacy Policy and to transfer of that information to, and/or storage of that information in, the United States or other third countries.

If you reside in the European Union, you have certain rights under the European Data Protection Regulation (“GDPR”), including:

• the rights to be informed of the personal information we collect and how we process that data;
• the rights to request access to your personal information;
• the right to request inaccurate personal information be rectified or completed, if incomplete;
• the rights to request erasure of your personal information;
• the right to restrict processing or use of your personal information;
• the right to obtain and reuse your personal information for your own purpose;
• the right to object to our processing or transferring your personal information; and
• the right to lodge a complaint with a supervisor authority under the GDPR.

We have a legitimate interest in collecting and processing your information for the purposes we have outlined in this Privacy Policy and so that we can optimize your experience with the Website. We retain and store your personal information only for as long as we have a legitimate business purpose to do so and in accordance with this Privacy Policy.

In response to receiving a request for one of the rights set forth above directed at legal@polimaster.us, Polimaster will timely comply with the request within the time periods set forth in the GDPR for each right. Several of the above rights are not absolute and apply only in certain circumstances. Polimaster will comply with requests for those rights as set forth in the GDPR. We are intent on resolving any issues relating to our handling of your personal information, and you may contact us at any time regarding any questions or concerns.

POLIMASTER® TERMS AND CONDITIONS OF SALE

(Last modified: September 3, 2024)

PLEASE READ THE TERMS CAREFULLY BEFORE PLACING YOUR ORDER

Thank you for contacting Polimaster Inc. (“Polimaster”) and for your interest in purchasing Polimaster products and services. If you have any questions about our quotation or ordering process, please call our Customer Service at 1 (866) 560-7654(POLI).

Unless otherwise expressly agreed and stated in a separate valid written contract signed by you and authorized representative of Polimaster (“Contract”), in which case such Contract prevails, by ordering our products on website www.polimaster.us, or if you receive quotation, ordering and sales documents referencing Polimaster Terms and Conditions of Sale (“Terms”) you agree to accept and be bound by the below-stated Terms. Polimaster proposal, offer or acceptance is conditioned on your acceptance of the Terms.

Please note that the Terms are subject to change from time to time, and all transactions for products sold by Polimaster are subject to the latest revision of the Terms published at our website https://polimaster.us/terms-privacy-policy-us/#terms-and-conditions-of-sale.

1. APPLICABLE TERMS

1.1. Agreement. These Terms, applicable Supplemental Terms (if any), our written proposal, price quotation (estimate), and written confirmation of your purchase order issued by Polimaster form the final, complete and exclusive sale agreement (“Agreement”) between Polimaster and you (including your end users) with respect to your purchase of equipment, components, parts, and materials, product provided by Polimaster and described in our proposal and respective price quotation (“Product” or “Products”). Polimaster’s salespeople may have made oral statements about the Product. Please note that such statements do not constitute warranties, shall not be relied on by you and are not part of the Agreement. Unless otherwise stated by Polimaster in writing, the entire Agreement is embodied in this document and any and all representations, promises, warranties or statements by our salespeople and/or agent(s) that different in any way from the terms of the Agreement shall be given no force or effect.

1.2. Supplemental Terms. Some Products are subject to additional terms, software licenses, and other written contract terms, which are not indicated in these Terms (“Supplementary Terms”). Supplementary Terms, if any, can be found in a Polimaster proposal, price quotation, on our website polimaster.us, or in operating manuals and other literature accompanying the products. Please contact our Customer Service if you have any questions about the Supplementary Terms.

1.3. Conflict of Terms. In the event of a conflict between the documents indicated in above Section 1.1, precedence shall apply in accordance with the following priority: our price quote, our written proposal, Supplementary Terms, and finally these Terms. Unless otherwise stated in writing by Polimaster, Polimaster expressly rejects any different, additional and/or conflicting terms indicated in your request for proposal, request for quote, specifications, purchase order and any other written or oral communication you provide, and if the terms and conditions in this Agreement differ from the terms in your above-mentioned documents, they are not binding on Polimaster, shall have no force or effect, shall not constitute any part of the Agreement, and this Agreement will be governing terms for your purchase. Failure by Polimaster to object to you additional, different or conflicting terms does not operate as a waiver of any terms contained in this Agreement.

1.4. Effective Date of the Agreement. The Agreement between you and Polimaster is created when Polimaster’s authorized representative accepts your purchase order by either sending a written confirmation or by shipping the product you ordered or otherwise initiating action to provide the product you ordered.

1.5. Right to Refuse Orders. All orders are subject to Polimaster’s management approval. The right is reserved to refuse orders at the prices filed if such course seems to be advisable and in the best interest of Polimaster.

2. PRICING, PAYMENT, EXPORT, DELIVERY

2.1. Price Terms. Prices are: (i) as stated in Polimaster’s price quote (estimate); or if none are stated, (ii) Polimaster standard prices in effect when Polimaster receives your purchase order; or (iii) if neither (i) or (ii) apply, then Polimaster’s standard prices in effect when the Products ship. All standard prices are subject to change without prior notice except for accepted orders in progress. Prices quoted to you in Polimaster’s quote are valid for 30 days from the quote date, unless Polimaster indicated otherwise in writing. Additionally, the price indicated in Polimaster’s original quote is subject to adjustment on account of specifications, quantities, materials, cost of production, shipment arrangements or other terms or conditions which are not part of Polimaster’s original price quote. Increases, changes, adjustments or surcharges which may be incurred will be for your account.

2.2. Taxes, Duties, and Fees. Unless otherwise stated in writing by Polimaster, Polimaster’s prices exclude charges for freight, unloading, storage, insurance, taxes, excises, fees, duties or other government charges related to the Products. You will pay these amounts or reimburse Polimaster the respective amounts added to your invoice. If you claim a tax or other exemption or direct payment permit, you will provide a valid exemption certificate or permit in advance before the Product is shipped by Polimaster for each respective jurisdiction and indemnify, defend and hold Polimaster harmless from any taxes, costs and penalties arising from same.

2.3. Products for Export. You are responsible to designate the true, ultimate destination of the Products to Polimaster in your purchase order. Unless otherwise expressly stated in your purchase order, Polimaster presumes that all Products are destined for ultimate delivery in the fifty United States. In the event you purchase the Products for export without notifying Polimaster, Polimaster shall not be liable for deficiencies in packing, marking, labeling, documentation, or warranty which may result from attempts to export the Products. The Products which are destined for ultimate delivery outside the fifty United States must be purchased by placing a purchase order accompanied by a completed End User Certificate, which can be obtained from our Customer Service (info@polimaster.com). You shall indemnify and hold Polimaster, its affiliates and their employees, directors, and officers harmless for any claims and damages resulting from your failure to act in compliance with the above ordering procedure and your omission to notify Polimaster about purchasing the Products for export. For more details about your responsibilities regarding mandatory compliance with applicable export control and economic sanctions laws please see Section 8 (“Compliance with Laws”).

2.4. Export Restrictions. You acknowledge that each Product and any related software and technology, including technical information we supply you, including those contained in Product documents (collectively “Items”), is subject to U.S. government export controls. The export controls may include, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. You must comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. You must not, directly or indirectly, without first obtaining the required license to do so from the appropriate U.S. government agency, export, re-export, distribute or supply any Item to (a) any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government; and (b) any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities. You will, if we request, provide information on the end user and end use of any Item you export or plan to export. You will cooperate fully with us in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and will indemnify and hold us harmless from, or in connection with, your or your consultants’, agents’ or employees’ violation of this Section 2.4.

2.5. Shipping, Packing, and Handling. Unless otherwise stated in writing by Polimaster, you are responsible for standard delivery and handling charges, if any. Polimaster will add such charges to your invoice. Polimaster's price includes the costs of its standard packing only. Any packing deviation will be additionally charged to you. For details of our freight policy, please call our Customer Service.

2.6. Payment. Polimaster will invoice you for the Product price and all other charges due. Unless otherwise stated in Polimaster’s quote, all orders are shipped prepaid, Visa or MasterCard, cashier’s check or money order. Company checks are accepted after your account has been established and the application has been approved. Returned checks are subject to a $25.00 surcharge and company check privileges may be revoked. Net 30 terms are available to those customers who meet established credit requirements. Credit limits are based on industry experience and determined at the sole discretion of Polimaster. New customers are placed on prepay status until they have a sufficient credit history to enable Polimaster to approve for other terms. A UCC security agreement and financing statement, and/or personal guarantee may be required. If your account reaches your credit limit determined by Polimaster, further shipments may be made only on a prepaid basis until payment is received. Orders placed for payment by credit card are charged on the day of order or shipment. All orders are subject to credit approval by Polimaster. Polimaster may modify, suspend or withdraw the credit amount or payment terms at any time. If there is doubt as to your financial condition, Polimaster may withhold manufacturing or shipment, require cash payments, or require other satisfactory security. Polimaster may recover shipped Products from the carrier pending such assurances.

2.7. Late Payments. Late payments, without affecting our other rights, may lead: to suspension of delivery or termination of order (as indicated in Section 2.9.), rejection of future orders, and/or incurring a late-payment charge, from the due date at the rate of 1% per month, or, if less, the maximum amount allowed by law, which must be paid on demand. If Polimaster appoints a collection agency or an attorney to recover any unpaid amounts, you must pay all reasonable costs of collection, including all associated reasonable attorneys’ fees and/or collection agency fees.

2.8. Disputed Invoice. If you dispute all or any portion of an invoice, you must first deliver written notice to Polimaster of the disputed amount and the basis for the dispute within twenty-one (21) days from the date of the invoice. Your failure to timely notify Polimaster of any dispute constitutes your waiver of your respective claim. If you only dispute a portion of the invoice, you must pay the undisputed portion in accordance with Section 2.6. Upon resolution of the dispute, you must pay the invoice or the remainder of the invoice, plus any accrued interest on the late payment.

2.9. Right to Suspend and/or Terminate an Order. Polimaster has a right to suspend performance under an order if an undisputed invoice is more than thirty (30) days past due. Polimaster may terminate this Agreement if an undisputed invoice is more than sixty (60) days past due. Unless prohibited by law, Polimaster may also terminate this Agreement immediately in the event of a material adverse change in your financial condition including, but not limited to, bankruptcy, insolvency, liquidation or similar financial condition.

3. DELIVERY, TITLE, AND RISK OF LOSS

3.1. Delivery Terms. Products will be shipped to the U.S. destinations you specify in your order unless another destination is agreed upon in writing, and delivered F.O.B. Polimaster point of shipment. You are responsible for all transportation, insurance and related expenses. The related expenses shall include any taxes, duties or documentation fees.

3.2. Transportation and Storage. When Products are ready for shipment, Polimaster will: (i) inform you, and you will then promptly give written shipping instructions to Polimaster, if different from those indicated in your purchase order; (ii) determine the method of transportation and shipment routing; and (iii) ship the Products with freight prepaid by normal transportation. If you fail to provide timely shipping instructions, Polimaster will ship the Products by normal transportation means to you or to a storage location selected by Polimaster. You will pay or reimburse any excess transportation charges for special or expedited transportation. If Products are placed into storage, delivery occurs and the risk of loss transfers to you when the Products are placed on the carrier for shipment to the storage location. If the Products are to be stored in the facility where manufactured, delivery occurs and the risk of loss transfers to you when placed in the manufacturing facilities' storage location. You will pay all Polimaster’s storage expenses, including but not limited to, preparation for and placement into storage, handling, freight, storage, inspection, preservation, maintenance, taxes and insurance, upon receipt of an invoice(s) from Polimaster. When conditions permit and upon payment to Polimaster of all amounts due, you must arrange, at its expense, to remove the Products from storage. You bear the risk of loss, damage or destruction to Products in storage.

3.3. Partial shipment. Polimaster may, in its discretion, (i) make partial shipments and invoice each shipment separately; and/or (ii) stop delivery of Products in transit and withhold shipments in whole or in part if you do not pay us when due, or if you otherwise do not perform your obligations in this Agreement.

3.4. Shipping, Delivery and Installation Dates. Polimaster shipping, delivery and installation dates are estimated dates only, and we will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond our reasonable control. If we do delay shipment because of a cause beyond our reasonable control, we may terminate the affected order, or reschedule the shipment, and we will do so within a reasonable period of time. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If our delivery of a product to you is delayed due to any cause within your control, we will place the delayed products in storage at your risk and expense and for your account.

3.5. Risk of Loss. Unless otherwise indicated in Sections 3.2 and 3.4, Products are delivered to you when we load them onto the commercial carrier at Polimaster facility. At this point, you become responsible for the risk of loss and damage.

3.6. Title. Title to Products will pass to you (except software and intellectual property incorporated within or forming part of a Product, which we or our licensors continue to own) when we deliver the Product to the first carrier F.O.B Polimaster point of shipment, provided however that in the event you owe Polimaster purchase price and other related expenses for the Products, Polimaster remains the owner of the goods until such time as these and all other sums owed by you to Polimaster are paid in their entirety.

4. CHANGES, CANCELLATION AND RETURNS

4.1. Changes. You may not change orders in process (upon receipt of Polimaster’s written confirmation of your order), except with our written consent and agreement as to an appropriate adjustment in the purchase price for the applicable Products. You will not receive credit for Products returned under orders changed without our prior consent.

4.2. Cancellation. Once you have placed your purchase order, you cannot cancel it, unless we consent in writing, and you pay any applicable cancellation charges required to fully reimburse expenses borne by Polimaster because of such cancellation.

4.3. Returns and Shortages. Polimaster wants you to receive the Products of good product quality and customer satisfaction, and it assures you that, at the time of shipment, the Products sold by it are free from defects in materials and workmanship and conform to the Product’s written specifications, if any, that accompany the Products. You may return a Product that is damaged or defective on delivery, or correct any shortages, if you contact our Customer Service within five (5) days of receiving the Products. If you do not contact our Customer Service within this 5-day period, the Product will be deemed accepted, but you will not lose any warranty rights under this Agreement. Polimaster agrees to replace or repair any Product defective or nonconforming on delivery (provided that such nonconformity was not caused by transportation damages and/ or by misuse or negligence on the part of you and/or your end users) if Customer provides notice to Polimaster within five (5) days after receipt. Such replacement or repair, at Polimaster’s sole discretion, shall be your sole and exclusive remedy for any liability of Polimaster of any kind, including but not limited to, liability based upon warranty (expressed or implied, whether contained herein or elsewhere), strict liability, contract or otherwise.

4.4 Return Authorization. Polimaster Customer Service must authorize you in writing all Products returns. No returns will be accepted without prior written consent from Polimaster. If return is authorized, Customer Service will provide you directions regarding the return process. All third party’s transportation, handling, customs and related costs associated with the return, repair and/or replacement of such Products, if confirmed by Polimaster to be nonconforming and/or eligible for Warranty Service (as defined below), shall be paid by Polimaster.

4.5. Return of Custom Products. Custom products cannot be returned for any reason except for failure to meet stated specifications, with Polimaster’s written consent.

5. PRODUCT-RELATED SERVICES

5.1 Providing Product-Related Services. When you purchase a Product, Polimaster may install it, if applicable, and provide training, maintenance, repairs, or any other Product-related Services that you and Polimaster expressly agree on in writing (“Product-Related Services”). Product-Related Services are not included in the Product price and additional costs related to providing such Product-Related Services shall be specifically agreed upon by you and Polimaster in writing. Polimaster also offers extended warranties and other Product service plans. For full details of our Product service plans, please contact Customer Services.

5.2 Training. When included in the scope of Polimaster’s proposal and quotation, Polimaster will provide to you, your end users and their employees (“Trainees”) its standard training courses including all course materials in accordance with its current schedule. Unless otherwise stated in Polimaster’s proposal and quotation, all training courses shall be conducted at Polimaster’s designated facility or your facility, as the case may be. Polimaster will designate the specific equipment located at the agreed facility which will be utilized during the training course. You shall be responsible for the price of the course and all travel, lodging and living expenses of Polimaster representative and Trainees attending the training course(s). Notwithstanding such training, Polimaster does not warrant or represent that such Trainees shall be qualified, capable or competent to operate, maintain, or perform services on any Product for which such training has been provided.

6. POLIMASTER WARRANTY AND LIMITED LIABILITY

6.1. Polimaster Warranty; Warranty Period. Polimaster warrants that each Product is free from material defects in material and workmanship, under normal, proper and intended use and service by properly trained personnel, for 12 months from the date Polimaster shipped the Product to you, or in case of the Product that requires installation by Polimaster’s personnel, 12 months from such installation (the “Warranty Period”), provided, however, that the foregoing warranties are expressly contingent (and shall otherwise be void) upon use of the Product in accordance with specifications and without misuse, abuse, or abnormal use, accident, damage, alteration, or modification thereto or improper or unauthorized repairs or improper maintenance (“Polimaster Warranty”).

6.2. Limitations of Warranty. Polimaster warranty is available only to the purchaser to whom the Product was originally sold by Polimaster and is only transferable during the Warranty Period and only to the Product’s initial end user (and shall otherwise be void). This is the right of Polimaster to require that you and your end users provide proof of purchase such as an original invoice, shipping contract or packing slip to establish that the Product is within the Warranty Period. Non-substantial variations of performance from the Product documentation do not establish a warranty right. Any Product that is described as being experimental, developmental, prototype, or pilot is specifically excluded from Polimaster Warranty and is provided to you “as is” with no warranties of any kind. Polimaster does not warrant or guarantee that any Product will be secure from cyber threats, hacking or similar malicious activity. Products that are networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by you and/or your end user against unauthorized access.

In addition to our exclusion for third-party products as set out in Section 6.5, Polimaster Warranty does not apply to (i) normal wear and tear (including any expendable items that comprise part of the Product, such as batteries and other expendables), (ii) accident, disaster or event of force majeure, (iii) your misuse, fault or negligence, (iv) use of the Products in a manner for which they were not designed and/or for a purpose other than identified in Polimaster’s catalogs, website and literature as the intended use of such Products, (v) causes external to the Products such as, but not limited to, power failure or electrical power surges, (vi) improper storage and handling of the Products, (vii) use of the Products in combination with equipment or software that we did not supply, (viii) Products sold to you as ’used’ products, (ix) contact with improperly used or unapproved chemicals or samples, (x) installation, removal, use, maintenance, storage, or handling in an improper, inadequate, or unapproved manner, such as, but not limited to, failure to follow our instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation with unapproved software, materials or other products, (xi) manufacture in accordance with specifications you gave us, or (xii) installation of software or interfacing, or use of the Product in combination with software or products we have not approved.

ADDITIONALLY, ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN POLIMASTER WITHOUT OUR PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS WE HAVE NOT SUPPLIED, WILL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.

EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES STATED HEREIN, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE PRODUCT AND PRODUCT-RELATED SERVICES HEREUNDER ARE PROVIDED “AS IS AND WITH ALL FAULTS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, POLIMASTER DISCLAIMS ALL OTHER WARRANTIES, OF ANY KIND, EITHER EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, SATISFACTORY QUALITY, NONINFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR THE SELECTION OF THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT. POLIMASTER DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES HEREUNDER WILL MEET YOUR OR YOUR END USERS' REQUIREMENTS OR WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED BY YOU OR YOUR END USER OR THAT THE SERVICES HEREUNDER OR THE OPERATION OF THE PRODUCTS WILL BE SECURE, ERROR-FREE, OR UNINTERRUPTED, AND POLIMASTER HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

6.3. EXCLUSIVE REMEDY. OTHER THAN TERMINATION OF THIS AGREEMENT DUE TO POLIMASTER'S BREACH, AS YOUR EXCLUSIVE REMEDY FOR ANY PROVED DEFECT OR NONCONFORMITY IN THE PRODUCT, YOU SHALL OBTAIN FROM POLIMASTER REPAIR OR REPLACEMENT OF THE PRODUCT CONTAINING SUCH PROVED DEFECT OR NONCONFORMITY (THE “AFFECTED PRODUCTS”). IF POLIMASTER FAILS TO REPAIR OR REPLACE THE AFFECTED PRODUCTS WITHIN A REASONABLE TIME AFTER YOU HAVE SO RETURNED THEM TO POLIMASTER, YOU SHALL BE ENTITLED TO REPAYMENT OR CREDIT OF THE ORIGINAL PRICE OF THE AFFECTED PRODUCT AS ITS EXCLUSIVE FURTHER REMEDY.

6.4. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, POLIMASTER, ITS DEALERS, SUPPLIERS OR LICENSORS ARE NOT LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR LOSS OF USE, REVENUE, SAVINGS, PROFIT, INTEREST, GOODWILL OR OPPORTUNITY, COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, LOSS OF POWER, VOLTAGE IRREGULARITIES OR FREQUENCY FLUCTUATION, CLAIMS ARISING FROM THIRD PARTY CONTRACTS YOU ENTERED, TIME VALUE OR OTHER PECUNIARY LOSS, OR FOR ANY TYPE OF INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES ARISING OUT OF THE SERVICES PROVIDED BY POLIMASTER AND ITS AGENTS, USE OR INABILITY TO USE THE PRODUCT, THE INFORMATION CONTAINED IN, GATHERED OR COMPILED BY THE PRODUCT, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY POLIMASTER OR A THIRD PARTY, EVEN IF POLIMASTER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR ANY PRODUCT OR SERVICE, IS LIMITED TO THE AMOUNT OF THE ACTUAL PURCHASE PRICE RECEIVED BY POLIMASTER FOR THE AFFECTED PRODUCT OR SERVICE PURCHASED. HOWEVER, THESE PROVISIONS DO NOT LIMIT OUR LIABILITY THAT CANNOT BE LIMITED BY LAW.

6.5. Third Party Products. We do not support or make any warranties about products manufactured or supplied by third parties that you purchased through any of our sales channels. When you buy a third party product, we will let you know that this purchase is governed by the third-party’s own contract terms. You must look directly to the relevant third- party manufacturer for product support, warranties, and to make warranty claims. Polimaster agrees, however, to assign to you any warranty rights we may have from the original manufacturer or third party supplier, to the extent the original manufacturer or third party supplier allows.

6.6. Applicability. The limitations and exclusions contained herein shall apply notwithstanding any failure of the essential purpose of any limited remedy.

6.7. Warranty Service. If during the effective Warranty Period you reasonably believe that any Product contains a defect or nonconformity for which Polimaster is responsible, and, therefore, may be subject to warranty repair, you shall contact Polimaster Customer Service and inform it of the nature of such defect or nonconformity in reasonable detail by written notice supported by reasonable proof of warranty claim validity and shall request authorization from Polimaster to return the Affected Product to Polimaster for repair or replacement (“Warranty Service”). Warranty Service for the Product shall be performed only by Polimaster or by an authorized service contractor of Polimaster. If Polimaster determines that Products for which you requested Warranty Services are not covered by the warranty, you will pay or reimburse us for all costs of investigating and responding to such request at our then prevailing time and materials rates. If we provide repair services or replacement parts that are not covered by this warranty, you will pay us at our then prevailing time and materials rates.

For further information on how to get Warranty Service, please contact either Polimaster Customer Service (info@polimaster.us). If the Affected Product is being returned to Polimaster for Warranty Service, it is necessary to obtain a return authorization from Polimaster prior to shipment. NO PRODUCTS SHALL BE RETURNED TO POLIMASTER UNTIL YOU RECEIVE RETURN AUTHORIZATION AND SHIPPING INSTRUCTIONS FROM POLIMASTER.

7. INDEMNIFICATION

7.1 Polimaster’s General Indemnity. Polimaster will defend and indemnify you against third-party claims for injury to persons, including death, or damage to tangible property occurring while our employees are on your premises performing Product-Related Services, to the extent the claims are caused by our employees’ negligent acts or negligent omissions, except to the extent caused by your negligent acts or negligent omissions.

7.2. Polimaster’s Infringement Indemnity. Polimaster will defend and indemnify you against infringement damages finally awarded in any legal action brought by a third party against you to the extent that the action is based on a claim that our manufacture and sale of a Product infringes any patent, copyright, trademark or other intellectual property right of such third party if we had actual knowledge of such intellectual property right and the actual infringement at the time of delivery of the product to you. This infringement indemnity does not apply to claims that arose based on (i) your failure to comply with the Agreement, (ii) your failure to acquire any applicable additional intellectual property rights and licenses from third-party providers, (iii) Products were made, assembled or labeled in reliance upon your instructions, specifications, or other directions and compliance therewith has caused Polimaster to deviate from its normal course of performance, (iv) your use or resale of Products, (v) modifications made by you, your end users, your contractors or any third party; (vi) products originating from third parties; (vii) combinations of the Products made by you, your end users, your contractors or any third parties with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against you or Polimaster.

Additionally, our infringement-related indemnity obligations will be extinguished if we, at our option and expense, either:

(i) secure for you the right to continue using the Product; (ii) substitute the Product with another suitable product with similar functionality; (iii) modify the Product so it is non-infringing; or (iv) in the event (i) through (iii) are not practical, refund to you the amortized amounts you paid for the infringing product, based on a 5-year amortization schedule.

THIS SECTION 7.2 IS AN EXCLUSIVE STATEMENT OF POLIMASTER’S DUTIES AND YOUR REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF. THIS INDEMNITY IS OUR ONLY LIABILITY TO YOU FOR ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS BY OR INCONNECTION WITH ANY PRODUCT.

7.3. Conditions to Polimaster’s Indemnity. As a condition to any of our indemnification obligations you must (i) notify us in writing, as soon as you become aware of any claim; (ii) not admit any liability or take any other action in connection with the claim that could affect the defense; (iii) allow us to solely control the defense or settlement of the claim; and (iv) give us your reasonable information, co-operation and assistance.

7.4 Your Indemnity. You will indemnify, defend with competent and experienced counsel and hold us, including our parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) suffered by any of the foregoing entities or individuals to the extent arising from or in connection with (i) your or your agents’, employees’, end users’, representatives’ or contractors’ negligence or willful misconduct; (ii) use of a Product we supplied to you in combination with equipment or software we did not supply you, where the product itself would not be infringing; (iii) our compliance with designs, specifications or instructions you gave us; (iv) use of a product in an application or environment for which it was not designed; (v) Product modifications and/or combinations we did not make or approve in writing; (vi) your failure to acquire any applicable intellectual property rights and licenses from third party providers; and (vii) breach by you and/or your end users of the terms and conditions stated in this Agreement (including, without limitations, your representations and covenants stated in Section 8 of this Agreement).

8. Compliance with Laws

8.1. General Compliance. You represent and warrant to Polimaster that you are and shall remain in compliance with all applicable laws, regulations and ordinances (including without limitation economic sanctions, export and import laws) of all countries involved in the sale of the Products under this Agreement or any resale of the Products by you or your end-user. You shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. You assume all responsibility for shipments of Products requiring any government export licensing or import clearance. Polimaster may terminate this Agreement if any governmental authority (i) imposes antidumping or countervailing duties or any other penalties on Products or (ii) implements economic sanctions, export controls, or other regulatory restrictions preventing Polimaster from supplying the Products under this Agreement.

8.2. Compliance with the Economic Sanctions Laws. For purposes of this Agreement, the following term “Affiliated Person” shall mean any owner (including any principal, shareholder, member or other person or entity having direct or indirect financial interest), officer, director, partner, principal, employee, or any other natural person or legal entity, directly or indirectly, controlling, controlled by, under common control with you. You represent and warrant to Polimaster that:

(a) Neither you nor any of your end-users, Affiliated Persons or agents are(is), and for ten years prior to the date of this Agreement have not(has not) been, a person who (i) is the target of any laws administered by the United States Department of the Treasury's Office of Foreign Assets Control (“OFAC”), U.S. Commerce Department, U.S. State Department, United Nations or any other government entity of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Customer (“Government Entity”) imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”), or (ii) is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Government Entity. Customer shall promptly upon becoming aware thereof notify Polimaster if it or any of its Affiliated Persons or agents becomes the target of any Economic Sanctions Laws, or the country or territory where any of them is located, organized, or resident becomes the target of sanctions imposed by OFAC or any other Government Entity.

(b) You and your end-users shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, you shall not (i) directly or indirectly import, export, re-export, transship, or otherwise deliver Products, services, and respective technology or any portion thereof from and/or to a person and/or country subject to economic sanctions and trade embargoes; or (ii) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law.

(c) Neither you nor any of your end-users, Affiliated Persons or agents are(is), and for ten years prior to the date of this Agreement have(has) not been, a person who (i) is currently the subject of any investigation by the OFAC or any other Governmental Entity imposing economic sanctions and trade embargoes (“Sanctions Investigation(s)”), or (ii) is directly or indirectly owned or controlled by any person who is currently the subject of a Sanctions Investigation. You shall promptly upon becoming aware thereof notify Polimaster when (i) you or any of your end-users, Affiliated Persons or agents becomes the subject of any Sanctions Investigation, or (b) any person who directly or indirectly owns or controls you becomes the subject of any Sanctions Investigation.

(d) You shall indemnify, defend, and hold Polimaster, its affiliates and their officers, directors and employees harmless for all liabilities, penalties, losses, damages, costs (including reasonable attorney's fees) or expenses that may be imposed on or incurred by Polimaster in connection with any violations of Economic Sanctions Laws by you, your end-users, Affiliated Persons or agents.

8.3. Compliance with the Export Control Laws. The Products, including any software, documentation, and any related technical data included with, or contained in such Goods, and any products utilizing any such Products, software, documentation, or technical data (collectively, “Regulated Goods”) may be subject to the United States of America export control laws and regulations (the “Export Control Laws”), including, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”) and the International Traffic in Arms Regulations (the “ITAR”). You represent and warrant to Polimaster that:

(a) You shall not, and shall not permit any third parties to, directly or indirectly, export, re-export, or release any Regulated Goods to any jurisdiction or country to which, or any party to whom, or for any use for which, the export, re-export, or release of any Regulated Goods is prohibited by applicable federal or foreign law, regulation, or rule.

(b) You shall be responsible for fully disclosing and duly designating the true, ultimate destination of the Regulated Goods to Polimaster in writing in your purchase order and corresponding end-use certification (the “EUC”). Unless otherwise expressly stated in this Agreement and a purchase order, Polimaster shall presume that all Regulated Goods are destined for ultimate delivery in the fifty United States. The Regulated Goods destined for ultimate delivery outside the fifty United States must be purchased by you by placing a purchase order accompanied by a completed EUC form, which can be requested from our Customer Service (info@polimaster.us). In the event you purchase the Regulated Goods for export without notifying Polimaster, Polimaster shall not be liable for deficiencies in packing, marking, labeling, shipping, export/import/customs documentation, or warranty which may result from attempts to export the Regulated Goods.

(c) You and your end-users shall comply with all applicable Export Control Laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, reexporting, or releasing any Regulated Goods. You shall provide prior written notice of the need to comply with such laws, regulations, and rules to any person, firm, or entity, which it has reason to believe, is obtaining any such Regulated Goods from you with the intent to export or reexport (“Customer’s Partners”). You shall immediately notify Polimaster if you (or any of your owners) are or become(s) listed on any Excluded or Denied Party List of the U.S. Government or its export privileges are denied, suspended, or revoked.

(d) You shall be responsible for any breach of this Section by its, and its successors' and permitted assigns', parent, affiliates, employees, officers, directors, partners/members/shareholders, customers, agents, distributors, resellers, or vendors. You shall indemnify, defend and hold Polimaster, its affiliates and their employees, directors, and officers harmless for all liabilities, penalties, losses, damages, costs (including attorney's fees) or expenses that may be imposed on or incurred by Polimaster in connection with any violations of the provisions of this Section and Export Control Laws by you or your Customer’s Partners.

8.4. Compliance with the Anti-Corruption and Anti-Money Laundering Laws. You represent and warrant to Polimaster that:

(a) you and your Affiliated Persons or agents, and anyone acting on their behalf (collectively, the "Representatives") are in compliance with all applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act of 1977 (as amended) and local anti-corruption legislation applicable to Seller and/or its Representatives (collectively, the "Anti-Corruption Laws") and also in compliance with any laws, rules, or regulations applicable to Polimaster, you and our Affiliated Persons, that prohibit engaging in or facilitating financial transactions that promote or conceal unlawful activity in any jurisdiction (the “Anti-Money Laundering Laws”).

(b) Neither you nor any of your Representatives has, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any:

(i) Government Official;

(ii) person or entity; or

(iii) other person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, given, or promised, directly or indirectly, to a Government Official or another person or entity;

for the purpose of:

(iv) influencing any act or decision of such Government Official or such person or entity in his/her or its official capacity, including a decision to do or omit to do any act in violation of his/her or its lawful duties or proper performance of functions; or

(v) inducing such Government Official or such person or entity to use his/her or its influence or position with any Government Entity or other person or entity to influence any act or decision;

in order to obtain or retain business for, direct business to, or secure an improper advantage for you or Polimaster and our Affiliated Persons.

(c) Neither you nor any of your Representatives:

(i) is a Government Official or employs any Government Official or Close Family Member of any Government Official; or

(ii) has a personal, business, or other relationship or association with any Government Official or Close Family Member of any Government Official who may have responsibility for or oversight of any business activities of Buyer or Seller, other than any relationships or associations that have been disclosed in writing to Buyer.

(d) Neither you nor any of your Representatives is or has been the subject of any investigation, inquiry, or enforcement proceeding by any court, governmental, administrative, or regulatory body, or customer regarding any violation or alleged violation of any Anti-Corruption Laws and/or Anti-Money Laundering Laws.

(e) For purposes of this Agreement:

(e)(1) "Close Family Member" means (i) the individual's spouse; (ii) the individual's and the spouse's grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins; (iii) the spouse of any persons listed in subcategory (ii); and (iv) any other person who shares the same household with the individual.

(e)(2) "Government Entity" means (i) any national, state, regional, or local government (including, in each case, any agency, department, or subdivision of such government); (ii) any political party; (iii) any entity or business that is owned or controlled by any of those bodies listed in subcategory (i) or (ii); or (iv) any international organization, such as the United Nations or the World Bank.

(e)(3) "Government Official" means (i) any director, officer, employee, agent, or representative (including anyone elected, nominated, or appointed to be a director, officer, employee, agent, or representative) of any Government Entity, or anyone otherwise acting in an official capacity on behalf of a Government Entity; (ii) any political party, political party official, or political party employee; (iii) any candidate for public or political office; (iv) any royal or ruling family member; or (v) any agent or representative of any of those persons listed in subcategories (i) through (iv) of this Subsection 16.4(e)(3).

(d) You have adopted and maintain adequate policies, procedures, and controls to ensure that you have complied and are in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws, including at a minimum policies and procedures relating to prevention of bribery, accounting for financial transactions, due diligence on third parties, and training of personnel.

(e) You shall indemnify, defend and hold Polimaster, its affiliates and their employees, directors, and officers harmless for all liabilities, penalties, losses, damages, costs (including attorney's fees) or expenses that may be imposed on or incurred by Polimaster in connection with any violations of the provisions of this Section and Anti-Corruption Laws and Anti-Money Laundering Laws by you or your Representatives.

8.5. Compliance Records: Retention and Audit. You shall maintain adequate records indicating the effort expended to comply with applicable Economic Sanction Laws, Export Control Laws, Anti-Corruption and Anti-Money Laundering Laws in the direct performance of this Agreement including, without limitation, financial, proposal, procurement, specifications, shipping, export, and end-user certification records (the “Compliance Records”). Unless a longer period is specified elsewhere in this Agreement, or by law or regulation, you shall retain all Compliance Records related to this Agreement for a period of ten years from the date of final shipment of the Products received by you or your end-user(s). At no additional cost to Polimaster, you shall timely provide access to such Compliance Records to the U.S. Government or Polimaster upon request for audit and cooperate fully with Polimaster in any official or unofficial audit or inspection related to compliance with applicable laws and will indemnify and hold Polimaster harmless from, or in connection with your, your consultants’, agents’ or employees’ violation of this Section.

9. MISCELLANEOUS

9.1. Nature of Sale. As between you and us, Polimaster and its affiliates exclusively own all intellectual property rights relating to our Products and related services. To the extent that the Products contain non-tangible proprietary items of Polimaster, including without limitation, any Polimaster’s software, confidential information, and intellectual property rights (“Technology”) Polimaster grants to you or your end users only a limited, royalty-free, non-exclusive, non-transferable license (without power to sublicense) to use such Technology solely as part of the Products provided hereunder, solely for your individual or internal business purpose and pursuant to the terms of this Agreement. This Agreement does not transfer any right, title or interest to any such Technology to your or your end users, expressly or by implication, estoppel or otherwise, under any intellectual property rights owned by Polimaster and/or its affiliates, including without limitation, the right to produce, modify or enhance the Products or any right of use of such Technology apart from the Products. Use of the terms “sell,” “license,” “purchase,” and “license fees” shall be interpreted in accordance with this Section. The use of Technology in accordance with the terms of this Agreement is provided license-free and royalty-free subject to your and your end user’s strict compliance with all of the terms and conditions of this Agreement.

9.2. Hazardous Materials. You acknowledge that the materials covered by this Agreement may be, or become, considered hazardous materials under various laws and regulations. You agree to familiarize yourself (without reliance on Polimaster except as to the accuracy of specific safety information actually furnished by Polimaster) with any hazard of such materials and their applications and the containers in which such materials are shipped. You agree to inform and train your end users, employees and representatives as to such hazards. You agree to hold Polimaster harmless against any claims by you, your end users, employees and representatives based on allegations relating to any such hazards, except where such claims are based on failure to meet written specifications or the inaccuracy of specific safety information actually furnished by Polimaster.

9.3. Anti-Corruption Laws. You represent and warrant that neither you nor any of your affiliates, subsidiaries or, to your knowledge, any director, officer, agent, employee or affiliate of your company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the "FCPA"), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and you, your company, your affiliates, subsidiaries andyou’re your knowledge, your affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

9.4. No Assignment. You may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment will be void.

9.5. Governing Law and Jurisdiction. The Agreement and performance under it will be governed by Virginia law, without reference to its choice of law provisions. BOTH POLIMASTER AND YOU KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT. Each party agrees that claims and disputes arising out of this Agreement must be decided exclusively in a federal or state court of competent jurisdiction located in a state in which Polimaster maintains its principal place of business. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes. Any action arising under this Agreement must be brought within 1 year from the date that the cause of action arose. The U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded.

9.6. Uncontrollable Circumstances. We will not be responsible or liable for failing to perform our obligations under the Agreement to the extent caused by circumstances beyond our reasonable control (including without limitation fires, strikes, disputes with workmen, war, civil commission, epidemics, floods, accidents, delays in transportation, shortage of cars, shortage of fuel or other Products, shortage of labor, mill conditions, acts, demands or requirements of the Government of the United States, or of any other State or Government, or to any cause beyond the reasonable control of Polimaster. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among our customers.

9.7. No Waiver; Invalidity. Polimaster’s failure to exercise any rights under the Agreement is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties’ original intent. No person other than you or us will have any rights under the Agreement.

9.8. Confidentiality. You agree to keep confidential any non- public technical information, commercial information (including prices, without limitation) or instructions (including without limitation any specifications, code, algorithms, calibration instructions, protocols) received from us as a result of discussions, negotiations and other communications between us in relation to our Products or services.

9.9. Notices. Any notice or communication required or permitted under the Agreement must be in writing and will be deemed received when personally delivered, or 3 business days after being sent by certified mail, postage prepaid, to a party’s specified address.

9.10. Requirement to Reduce to Writing. No waiver, consent, modification, amendment or changes to the terms of this Agreement will be binding unless in writing and signed by both of us. Our failure to object to terms contained in any subsequent communication from you will not be a waiver or modification of our Agreement.

9.11. Survival. The sections and subsections titled “Indemnification,” “Polimaster Warranty and Limited Liability,” “Training,” “Confidentiality,” “Delivery; Title; Risk of Loss,” “Export Restrictions,” “Compliance with Laws,” “Anti-Corruption Laws,” “Governing Law and Jurisdiction,” and “Nature of Sale” survive termination, expiration or cancellation of this Agreement.

POLIMASTER® U.S. GOVERNMENT SUBCONTRACT TERMS AND CONDITIONS

(Last modified on August 22, 2022)

PLEASE READ THE BELOW U.S. GOVERNMENT SUBCONTRACT TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY BEFORE ACCEPTING PURCHASE AND/OR WORK ORDER (“ORDER”) PLACED BY POLIMASTER INC. (“POLIMASTER”). BY ACKNOWLEDGMENT OF POLIMASTER’S ORDER, ACCEPTANCE OF PAYMENT UNDER SUCH ORDER AND/OR COMMENCEMENT OF PERFORMANCE UNDER SUCH ORDER YOU AGREE TO ACCEPT AND BE BOUND BY THE BELOW STATED TERMS. POLIMASTER’S ORDER IS CONDITIONED ON YOUR ACCEPTANCE OF THE TERMS.

1. Definitions. For the purpose of these Terms:
   (a) “Contractor” shall mean Polimaster;
   (b) “Subcontractor” shall mean the person or entity signing the Order to supply the Goods or perform the Work required by Contractor;
   (c) “Goods” shall mean the materials, components, and equipment to be manufactured and supplied by Subcontractor to Contractor, as specified in the Order;
   (d) “Work” shall mean work and services to be provided by Subcontractor to Contractor, as specified in the Order;
   (e) “Customer” shall mean the U.S. government agency acting as a customer for the purpose of prime or higher-tier contract entered with such agency, and/or all and any end users under the prime contract.
2. Acceptance of Subcontract. The attached Order, which constitutes the first official offer issued by Contractor to Subcontractor, and these Terms and any supplemental terms hereto (collectively, this "Subcontract") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Subcontract prevails over any of Subcontractor's general terms and conditions of sale regardless whether or when Subcontractor has submitted its sales confirmation or such terms. This Subcontract expressly limits Subcontractor's acceptance to the terms of this Subcontract. Subcontractor’s acknowledgment of the Order, acceptance of payment under the Order, or commencement of performance under the Order constitutes Subcontractor’s unconditional acceptance of this Subcontract. Unless expressly accepted in writing and signed by Contractor’s authorized representative, any additional or different terms or conditions proposed by Subcontractor or included in Subcontractor’s acknowledgment are objected to by Contractor and have no effect.
3. Communication with Customer. Contractor is solely responsible for all liaison and coordination with the Customer as it affects the applicable prime or higher-tier contract, including the work performed under this Subcontract. Subcontractor acknowledges it has no privity of contract with the Customer.
4. Key Personnel. If any Subcontractor key personnel are specified in the Subcontract Schedule, such personnel are considered to be essential to the Work being performed hereunder. Subcontractor shall not remove any key personnel without the written consent of Contractor. Subcontractor shall notify Contractor reasonably in advance of any proposed removal of key personnel, describing in sufficient detail to permit evaluation of the impact on the work the justification for removal and the proposed substitute staff.
5. Contract Direction. Only a Contractor’s authorized subcontracts representative has the authority on behalf of the Contractor to make changes to this Subcontract. Any changes must be made in writing and signed by both parties. Contractor’s technical or business staff may from time to time render assistance, give technical advice, or exchange information with Subcontractor’s personnel. No action by Contractor’s technical or business staff constitutes a change under the ‘changes’ clause of this Subcontract, and is not a basis for an equitable adjustment. Any Subcontractor effort pursuant to instructions other than written instructions from a Contractor’s authorized subcontracts representative is at Subcontractor’s sole risk.
6. Changes. Contractor may, by written notice, direct changes within the general scope of this Subcontract in any of the following: (a) technical requirements and descriptions, specifications, statement of work, drawings, or designs; (b) shipment or packing methods; (c) time and place of performance, delivery, inspection, or acceptance; (d) reasonable adjustments in quantities and delivery schedules; and (e) amount of Furnished Property. If a change increases or decreases Subcontractor’s cost or time to perform this Subcontract, the parties shall negotiate an equitable adjustment in price or schedule or both, and Contractor shall modify this Subcontract in writing accordingly. Failure of the parties to agree upon an adjustment does not excuse Subcontractor from performing previously agreed upon work. Subcontractor must assert any claim for adjustment within 30 days of receipt of notice of the change. Contractor may examine Subcontractor’s books and records to verify the amount of the claimed adjustment. Nothing in the foregoing obligates Subcontractor to continue performance or incur costs beyond the point established, if applicable, in any Limitation of Cost or Limitation of Funds articles in this Subcontract.
7. Timely Performance. Subcontractor’s timely performance is a critical element of this Subcontract. If Subcontractor becomes aware of any difficulty in performing its work hereunder, Subcontractor shall promptly notify Contractor in writing giving pertinent details of the reason for the delay and the actions being taken to overcome or minimize the delay. Such notification does not constitute a change to any delivery schedule or other due dates.
8. Intellectual Property. Subcontractor warrants that the Work performed hereunder shall be Subcontractor’s original Work and that all Work performed or Goods delivered under this Subcontract will not infringe or otherwise violate the intellectual property rights of any third party. Except to the extent that the U.S. Government assumes liability therefor, Subcontractor agrees to defend, indemnify, and hold harmless Contractor and its customers from and against any claims, damages, losses, costs, and expenses, including reasonable attorney fees, arising out of any action by a third party that is based on a claim that the work performed or delivered under this Subcontract infringes or otherwise violates the intellectual property rights of any person or entity. Subcontractor represents and warrants that it has obtained a present assignment of rights in inventions from its employees performing work under this Subcontract, and that there are no conflicting assignments of inventions and other intellectual property to third parties that would prevent Subcontractor granting rights to the U.S. Government if required by the Prime Contract Flow Down clauses incorporated herein in Appendix 1.
9. Limited License to Contractor. Solely to the extent required for Contractor to perform its obligations under the prime or higher-tier contract, Subcontractor hereby grants to Contractor a nonexclusive, royalty-free, paid-up, right and license to make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative works of, and authorize others to do any, some, or all of the foregoing, with respect to any and all inventions, discoveries, improvements, maskworks, and patents, as well as any and all data, copyrights, software, reports, and works of authorship that were conceived, developed, generated or delivered in performance of this Subcontract. For clarity, no license is granted to Contractor for any purpose other than performance of the prime or higher-tier contract.
10. Proprietary Information. Subcontractor shall keep confidential and otherwise protect from disclosure all information and property obtained from Contractor in connection with this Subcontract that is identified as confidential or proprietary. Unless expressly authorized in writing by Contractor, Subcontractor shall use such information and property only for performance of this Subcontract and shall not disclose such information and property to any third party. However, such obligation shall not apply to information that Subcontractor can demonstrate by its written records was: (a) previously known to Subcontractor; (b) acquired by Subcontractor from a third party having the right to disclose such information; or (c) known to the public, through no fault of Subcontractor. Subcontractor shall maintain data protection processes and systems sufficient to protect Contractor provided information and property. Subcontractor shall promptly report to Contractor any discovered unauthorized access to or use of information. The provisions of this Article are superseded by any nondisclosure agreement between the parties that is attached to this Subcontract.
11. Third Party Materials. Subcontractor shall obtain Contractor’s written consent before incorporating any third party copyrighted material, including but not limited to so-called ‘free or open source software’ into any deliverables under this Subcontract. Subcontractor warrants that it has sufficient rights in such third party content to permit use by Contractor and Contractor’s customer.
12. Warranty (Fixed-Price Subcontracts). If this is a fixed-price Subcontract, Subcontractor warrants that all work furnished pursuant to this Subcontract will conform to applicable specifications, drawings, samples, descriptions, and other requirements of this Subcontract and shall be free from defects in design, material, and workmanship. This warranty shall begin upon final acceptance and extend for a period of two years. If any nonconforming work is identified within the warranty period, Subcontractor, at Contractor’s option, shall promptly repair, replace, or reperform the work. Unless otherwise specified, transportation of replacement work, return of nonconforming work, and reperformance of work shall be at Subcontractor’s expense. If repair, replacement, or reperformance of work is not timely, Contractor may elect to return, reperform, replace, or reprocure the nonconforming work at Subcontractor’s expense. Either Contractor or its customer may make claims against this warranty.
13. Furnished Property. Contractor may provide to Subcontractor property owned by either Contractor or its customer (“Furnished Property”). Furnished Property may only be used for the performance of this Subcontract. Title to Furnished Property remains vested in Contractor or its customer. Subcontractor shall clearly mark all Furnished Property to show its ownership. Subcontractor is responsible for all loss of or damage to Furnished Property, other than reasonable wear and tear. Subcontractor shall manage, maintain, and preserve Furnished Property in accordance with good commercial practice. At Contractor’s request, and upon closeout of this Subcontract, Subcontractor shall submit an inventory of Furnished Property to Contractor, and shall deliver or otherwise dispose of Furnished Property as directed by Contractor. Any U.S. Government Property clause incorporated herein takes precedence over this clause with respect to U.S. Government-furnished property or property to which the U.S. Government will obtain title under this Subcontract.
14. Counterfeit Parts. Subcontractor shall not deliver any part to Contractor that is mislabeled or otherwise misrepresented as being of a different class, quality, or source than is actually the case, including (for example) refurbished parts that are represented as new parts and any parts designated as ‘suspect’ by the U.S. Government, such as parts listed in Defense Contract Management Agency alerts under the U.S. Government-Industry Data Exchange Program. If Contractor determines that Subcontractor has supplied parts in violation of the foregoing, or if Subcontractor becomes aware of or suspects that it has furnished such parts, Subcontractor shall immediately replace the suspect or counterfeit part with a genuine version conforming to the requirements of this Subcontract. Notwithstanding any other provision of this Subcontract, Subcontractor is liable to Contractor for Contractor’s costs in removing Subcontractor-supplied suspect or counterfeit parts, reinserting replacement parts, and any testing made necessary by the substitution.
15. Final Payment. Final payment under this subcontract is conditioned upon Contractor’s receipt and acceptance of all services, supplies, Work, and Goods called for hereunder, final accounting for and disposition of property, the assignment to Contractor of any refunds, rebates, and credits, the release discharging Contractor and the U.S. Government from liabilities, as called for by the clause entitled “Allowable Cost and Payment,” and completion of all close-out documentation.
16. Travel Costs. If travel is authorized under this Subcontract, then Subcontractor’s actual allowable travel expenses (in accordance with the applicable cost principles for travel) will be reimbursed as part of the Subcontractor’s costs. Subcontractor must maintain receipts for all expenses over $50.00 for which reimbursement is claimed. Lodging receipts must be from establishments serving the general public. Subcontractor shall include a detailed summary of all travel costs by category of expense on each invoice.
17. Defective Cost or Pricing Data. If submission of cost or pricing data is required or requested at any time before or during performance of this Subcontract, if Subcontractor or its lower-tier subcontractors: (a) submit or certify cost or pricing data that are defective; (b) claim an exemption to a requirement to submit cost or pricing data, and such exception is invalid; (c) furnish data of any description that is invalid; or if (d) the U.S. Government alleges any of the foregoing; and, as a result, (i) Contractor’s contract price or fee is reduced; (ii) Contractor’s costs are determined to be unallowable; (iii) any fines, penalties, withholdings, or interest are assessed on Contractor; or (iv) Contractor incurs any other costs or damages; then Contractor may make a reduction of corresponding amounts (in whole or in part) in the price of this Subcontract or any other contract with Subcontractor, may also demand payment (in whole or in part) of the corresponding amounts, or both. Subcontractor agrees to promptly pay all amounts so demanded.
18. Stop Work. If Contractor initiates a ‘stop work’ order, Subcontractor shall immediately stop performance of this Subcontract in accordance with the stop work order and shall take all reasonable steps to minimize costs allocable to the Subcontract during the period of work stoppage, including immediately issuing stop work orders to all lower-tier subcontractors. Once the stop work order is no longer necessary, Contractor shall either: (a) terminate the Subcontract in accordance with the Termination Article of this Subcontract; or (b) lift the stop work order, and negotiate an equitable adjustment to the price and delivery schedule, if Subcontractor requests such an adjustment in accordance with the Changes Article of this Subcontract.
19. Termination. Contractor may terminate this Subcontract, in whole or in part, by sending written notice to Subcontractor: (a) if the U.S. Government or higher-tier contractor terminates Contractor’s contract covering the subcontracted work; (b) if Subcontractor materially breaches any of its obligations under this Subcontract and fails to cure such breach within ten days after receipt of Contractor’s written notice of the breach; or (c) for convenience, upon receipt of Contractor’s written notice. Upon termination, Contractor’s liability for Subcontractor’s costs and Subcontractor’s liability for procuring goods or services from alternative sources shall be as set forth in FAR Part 49.
20. Shipment. Unless otherwise specified, all deliverables are to be packed in accordance with good commercial practice. A complete packing list shall be enclosed with all shipments. Subcontractor shall mark containers or packages with necessary lifting, loading, and shipping information, including the Subcontract number, item number, date of shipment, and the name and address of consignor and consignee. Bills of lading shall also include this Subcontract number. Unless otherwise specified, delivery shall be Free On Board at Subcontractor’s facility (Incoterms 2010). Any tangible media storing reports, memoranda, or other materials in written form including machine readable form prepared by Subcontractor and delivered to Contractor hereunder shall become the sole property of Contractor.
21. Gratuities and Kickbacks. Subcontractor shall not offer or give a kickback or gratuity (including in the form of entertainment or gifts) for the purpose of obtaining or rewarding favorable treatment as a Contractor’s supplier. By accepting this Subcontract, Subcontractor certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of FAR 52.203-7 or the Anti-Kickback Act of 1986 (41 U.S.C. § 52-58), both of which are incorporated herein by this reference, except that paragraph (c)(1) of FAR 52.203-7 does not apply.
22. Insurance. Subcontractor, and any permitted lower-tier subcontractors, shall each maintain at its own expense during the entire period of performance of this Subcontract: (a) workers compensation insurance in amounts required by applicable law; (b) commercial liability insurance and automobile liability insurance, each covering both bodily injury and property damage with a minimum of US$2,000,000 per occurrence limit. If requested, Subcontractor shall provide Contractor with certificates of insurance showing compliance with these requirements.
23. Third Party Harms. Subcontractor assumes full responsibility for any harm it may cause in performance of this Subcontract. Subcontractor shall defend, indemnify, and hold harmless Contractor, its officers, employees, and agents from any losses, costs, claims, causes of action, damages, liabilities, and expenses, including reasonable attorneys’ fees, all expenses of litigation and settlement, and court costs, by reason of property damage or loss, environmental harm, or personal injury to any person, caused in whole or in part by the acts or omissions of Subcontractor, its officers, employees, agents, suppliers, consultants, or lower-tier subcontractors.
24. Records and Retention. Subcontractor shall maintain adequate records indicating the effort expended in direct performance of this Subcontract. Unless a longer period is specified elsewhere in this Subcontract, or by law or regulation, Subcontractor shall retain all records related to this Subcontract for a period of three years from the date of final payment received by Subcontractor. Records related to this Subcontract include, but are not limited to, financial, proposal, procurement, specifications, production, inspection, test, quality, shipping, export, and certification records. At no additional cost, Subcontractor shall timely provide access to such records to the U.S. Government or Contractor upon request for audit.
25. Waiver, Approvals, and Remedies. Failure by either party to enforce any of the provisions of this Subcontract or applicable law shall not constitute a waiver of the requirements of such provision or law, or as a waiver of a party thereafter to enforce such provision or law. Contractor’s approval of documents does not relieve Subcontractor of its obligations to comply with the requirements of this Subcontract. The rights and remedies of either party to this Subcontract are cumulative and in addition to any other rights and remedies provided at law or in equity.
26. Export Control. Each party shall control the disclosure of and access to technical data, information, and other items received under this Subcontract in accordance with all applicable export control laws and regulations. Subcontractor shall indemnify, defend, and hold Contractor harmless for all liabilities, penalties, losses, damages, costs (including attorney's fees) or expenses that may be imposed on or incurred by Contractor in connection with any violations of such laws and regulations by Subcontractor, its lower-tiered manufacturers, subcontractors, and vendors. Subcontractor shall immediately notify Contractor if it is or becomes listed on any Excluded or Denied Party List of an agency of the U.S. Government or its export privileges are denied, suspended, or revoked. Subcontractor will give immediate written notification to Contractor if the items to be delivered or sold to Contractor under this Subcontract are restricted by export control laws or regulations prior to the delivery of the items.
27. Anti-Dumping. Subcontractor warrants that all items sold to Contractor are for no less than fair value, with respect to U.S. anti-dumping laws.
28. General Compliance with Laws. Subcontractor agrees to comply with all applicable local, state, and federal laws, orders, rules, regulations, and ordinances. Subcontractor shall procure all necessary licenses, permits, and pay all fees and other required charges and shall comply with all applicable guidelines and directives of any local, state, or federal governmental authority. Subcontractor shall comply with all applicable taxes, including payroll taxes and income taxes, and shall pay its employees, vendors, and contractors in compliance with applicable law.
29. Compliance with the Product Safety Laws. Subcontractor represents and warrants that all Goods supplied under Orders comply with all applicable federal, state, and local laws, codes, statutes, ordinances, rules, regulations, and requirements of any applicable jurisdiction, and orders of any governmental or regulatory authority, including but not limited to the California Safe Drinking Water and Toxic Enforcement Act of 1986 ("Proposition 65"); the Consumer Product Safety Act of 1972 (as amended by the Consumer Product Safety Improvement Act of 2008); the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act; the Fair Packaging and Labeling Act; the Federal Hazardous Substances Act; the Federal Energy Policy and Conservation Act and any amendments thereto; and all applicable product safety rules and regulations of any other federal, state, or local agency (collectively, the "Product Safety Laws"), and that any changes to Goods hereafter made by Subcontractor shall comply with all applicable Product Safety Laws. Subcontractor shall indemnify, defend, and hold Contractor harmless for all liabilities, penalties, losses, damages, costs (including attorney's fees) or expenses that may be imposed on or incurred by Contractor in connection with any violations of Product Safety Laws by Subcontractor, its lower-tiered manufacturers, subcontractors, and vendors.
30. Compliance with the Economic Sanctions Laws. For purposes of this Subcontract, the following term “Affiliated Person” shall mean any owner (including any principal, shareholder, member or other person or entity having direct or indirect financial interest), officer, director, partner, principal, employee, or any other natural person or legal entity, directly or indirectly, controlling, controlled by, under common control with Subcontractor. Neither Subcontractor nor any of its Affiliated Persons or agents is a person who (i) is the target of any laws administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), U.S. Commerce Department, U.S. State Department, European Union, competent European Union Member State authorities, United Nations or any other Government Entity (as further defined in Section 16.4(e)(2) of the Terms) imposing economic sanctions and trade embargoes ("Economic Sanctions Laws"), or (ii) is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Government Entity. Subcontractor shall promptly upon becoming aware thereof notify Contractor if it or any of its Affiliated Persons or agents becomes the target of any Economic Sanctions Laws, or the country or territory where any of them is located, organized, or resident becomes the target of sanctions imposed by OFAC or any other Government Entity. Subcontractor shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, Subcontractor shall not (i) directly or indirectly import, export, re-export, transship, or otherwise deliver Goods, Work and services, and respective technology or any portion thereof from and/or to a person and/or country subject to economic sanctions and trade embargoes; or (ii) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law. Neither Subcontractor nor any of its Affiliated Persons or agents is a person who (i) is currently the subject of any investigation by the OFAC or any other Governmental Entity imposing economic sanctions and trade embargoes ("Sanctions Investigation(s)"), or (ii) is directly or indirectly owned or controlled by any person who is currently the subject of a Sanctions Investigation. Subcontractor shall promptly upon becoming aware thereof notify Contractor when (i) it or any of its Affiliated Persons or agents becomes the subject of any Sanctions Investigation, or (b) any person who directly or indirectly owns or controls Subcontractor becomes the subject of any Sanctions Investigation. Subcontractor shall indemnify, defend, and hold Contractor harmless for all liabilities, penalties, losses, damages, costs (including attorney's fees) or expenses that may be imposed on or incurred by Contractor in connection with any violations of Economic Sanctions Laws by Subcontractor, its lower-tiered manufacturers, subcontractors, and vendors.
31. Compliance with Anti-Corruption and Anti-Money Laundering Laws. Subcontractor represents and warrants to Contractor that:
    (a) Subcontractor and its Affiliated Persons or agents, and anyone acting on their behalf (collectively, the "Representatives") are in compliance with all applicable anti-bribery and anti- corruption laws, including the US Foreign Corrupt Practices Act of 1977 (as amended) and local anti-corruption legislation applicable to Subcontractor and/or its Representatives (collectively, the "Anti-Corruption Laws") and also in compliance with any laws, rules, or regulations applicable to Contractor, Subcontractor and its Affiliated Persons, that prohibit engaging in or facilitating financial transactions that promote or conceal unlawful activity in any jurisdiction (the “Anti- Money Laundering Laws”);
    (b) Neither Subcontractor nor any of its Representatives has, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any:
    (i) Government Official;
    (ii) person or entity; or
    (iii) other person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, given, or promised, directly or indirectly, to a Government Official or another person or entity;
    for the purpose of:
    (iv) influencing any act or decision of such Government Official or such person or entity in his/her or its official capacity, including a decision to do or omit to do any act in violation of his/her or its lawful duties or proper performance of functions; or
    (v) inducing such Government Official or such person or entity to use his/her or its influence or position with any Government Entity or other person or entity to influence any act or decision;
    in order to obtain or retain business for, direct business to, or secure an improper advantage for Contractor or Subcontractor and its Affiliated Persons.
    (c) Neither Subcontractor nor any of its Representatives:
    (i) is a Government Official or employs any Government Official or Close Family Member of any Government Official; or
    (ii) has a personal, business, or other relationship or association with any Government Official or Close Family Member of any Government Official who may have responsibility for or oversight of any business activities of Contractor and Subcontractor, other than any relationships or associations that have been disclosed in writing to Contractor.
    (d) Neither Subcontractor nor any of its Representatives is or has been the subject of any investigation, inquiry, or enforcement proceeding by any court, governmental, administrative, or regulatory body, or customer regarding any violation or alleged violation of any Anti-Corruption Laws and/or Anti-Money Laundering Laws.
    (e) For purposes of this Subcontract:
    (e)(1) "Close Family Member" means (i) the individual's spouse; (ii) the individual's and the spouse's grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins; (iii) the spouse of any persons listed in subcategory (ii); and (iv) any other person who shares the same household with the individual.
    (e)(2) "Government Entity" means (i) any national, state, regional, or local government (including, in each case, any agency, department, or subdivision of such government); (ii) any political party; (iii) any entity or business that is owned or controlled by any of those bodies listed in subcategory (i) or (ii); or (iv) any international organization, such as the United Nations or the World Bank.
    (e)(3) "Government Official" means (i) any director, officer, employee, agent, or representative (including anyone elected, nominated, or appointed to be a director, officer, employee, agent, or representative) of any Government Entity, or anyone otherwise acting in an official capacity on behalf of a Government Entity; (ii) any political party, political party official, or political party employee; (iii) any candidate for public or political office; (iv) any royal or ruling family member; or (v) any agent or representative of any of those persons listed in subcategories
    (i) through (iv) of this Subsection 16.4(e)(3).
    (f) Subcontractor has adopted and maintains adequate policies, procedures, and controls to ensure that Subcontractor has complied and is in compliance with all Anti-Corruption Laws and Anti- Money Laundering Laws, including at a minimum policies and procedures relating to prevention of bribery, accounting for financial transactions, due diligence on third parties, and training of personnel.
    (g) Subcontractor shall indemnify, defend, and hold Contractor harmless for all liabilities, penalties, losses, damages, costs (including attorney's fees) or expenses that may be imposed on or incurred by Contractor in connection with any violations of Anti-Corruption Laws and Anti- Money Laundering Laws” by Subcontractor, its lower-tiered manufacturers, subcontractors, and vendors.
32. Independent Contractors. The parties intend to create an independent contractor relationship. Nothing herein creates a partnership, joint venture, agency, employment, or other business relationship between the parties. Subcontractor will not represent itself as an agent of Contractor nor indicate that Subcontractor has the right to obligate Contractor in any way. Subcontractor is solely responsible for providing all resources, materials, and facilities needed to accomplish the work required; Contractor’s facilities may not be used for the performance of the efforts required except as expressly identified herein.
33. Applicable Law. The laws of the Commonwealth of Virginia govern this Subcontract, without regard to its conflict of laws provisions, except that any clause in this Subcontract that is incorporated in full text or by reference from the Federal Acquisition Regulation (FAR) or agency supplements thereto, or is substantially based upon any such FAR or agency supplement regulation, shall be interpreted according to the U.S. federal common law of Government contracts. The provisions of the “United Nations Convention on Contracts for the International Sale of Goods” do not apply.
34. Severability. If any provision of this Subcontract or application thereof is found invalid, illegal, or unenforceable by law, the remainder of this Subcontract will remain valid, enforceable, and in full force and effect, and the parties will negotiate in good faith to substitute a provision of like economic intent and effect.
35. Electronic Signatures. The parties agree that if this Subcontract is transmitted electronically, neither party shall contest the validity of this Subcontract, or any acknowledgment thereof, on the basis that this Subcontract or acknowledgment contains only an electronic signature.
36. Entire Agreement. This Subcontract integrates, merges, and supersedes any prior offers, negotiations, and agreements (including any letter subcontract or letter of authorization) concerning the subject matter hereof, and constitutes the entire agreement between the parties.
37. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Subcontract, including all exhibits, schedules, attachments and appendices attached to this Subcontract, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the United States District Court for Eastern District of Virginia or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of Virginia sitting in Loudoun County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the United States District Court for Eastern District of Virginia, or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of Virginia sitting in Loudoun County. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
38. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS SUBCONTRACT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS SUBCONTRACT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS SUBCONTRACT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS SUBCONTRACT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
39. Notice of Disputes. Subcontractor shall promptly notify Contractor of any litigation or labor dispute relating to this Subcontract or that has the potential to impair Subcontractor’s ability to comply with this Subcontract.
40. Assignment. Subcontractor may not assign or novate this Subcontract, or delegate its responsibilities hereunder, without the prior written consent of Contractor, and any purported assignment is void.
41. Survival. Upon expiration or termination of this Subcontract, any clauses (including incorporated clauses of the FAR or agency supplements thereto) which by their nature extend beyond such expiration or termination shall survive.
42. Currency. Unless expressly stated elsewhere in this Subcontract, all amounts of money specified in this Subcontract are in U.S. Dollars.
43. U.S. Government Contract Flow Downs. This Subcontract is being issued in support of a U.S. Government contract. Therefore, certain terms from the prime contract are listed on the “Prime Contract Flow Downs” Appendix 1 to the Subcontract and any additional mandatory terms, which may be listed in the Order (“Additional Flow Downs”), which are hereby incorporated by reference including any notes or modifications following each clause citation. The full text of all Federal Acquisition Regulation (FAR) and agency supplement clauses may be found on the Internet at http://farsite.hill.af.mil/, and copies may also be requested from your Contractor’s authorized Subcontract Administrator. Any reference in an incorporated clause to a disputes clause shall be interpreted as the Dispute Resolution clause of this Subcontract.
    Subcontractor is required to flow down to its lower-tiered manufacturers, subcontractors, and vendors the Prime Contract Flow Downs and Additional Flow Downs contained in this Subcontract. By accepting the Order, Subcontractor confirms and acknowledges that lower-tiered agreements will include the Prime Flow Down and Additional Flow Down clauses contained in this Subcontract.
44. Contractor Status. Subcontractor certifies that neither Subcontractor nor any of its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this type of transaction by any Federal department or agency. Subcontractor will promptly notify Contractor of any change to its status during the term of this Subcontract.
45. Conflict of Interest. Subcontractor certifies that to the best of its knowledge there are no relevant facts or circumstances which would give rise to an organizational conflict of interest with respect to this Subcontract.

APPENDIX 1

PRIME CONTRACT FLOWDOWNS

The following clauses are incorporated herein by reference with the same force and effect as if they were set forth herein in full text, including any notes or modifications following each clause citation:

1) FAR 52.203-3 Gratuities (Apr 1984)

2) FAR 52.203-7 Anti-Kickback Procedures (May 2014) (excluding subparagraph (c)(1)) (Applies if this Order exceeds $150,000)

3) FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Oct 2010) (Applies if this Order exceeds $150,000)

4) FAR 52.203-13 Contractor Code of Business Ethics and Conduct (Oct 2015) (Applies if this Order exceeds $5,500,000 and has a period of performance of more than 120 days; all disclosures of violations of the civil False Claims Act or of Federal criminal law shall be directed to the funding agency’s Office of the Inspector General with a copy to the agency’s contracting officer)

5) FAR 52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Applies if this Order is funded by the Recovery Act)

6) FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)

7) FAR 52.204-2 Security Requirements (Aug 1996) (Applies if Subcontractor requires access to classified information)

8) FAR 52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011) (Applies if Subcontractor will have physical access to a federally-controlled facility or access to a federal information system)

9) FAR 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018)

10) FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Jun 2016) (Applies unless this Order is solely for the purchase of commercially available off-the-shelf items)

11) FAR 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018)

12) FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020)

13) FAR 52.209-6 Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment (Oct 2015) (Applies if this Orders exceeds $35,000 except those for commercial off-the-shelf items)

14) FAR 52.219-8 Utilization of Small Business Concerns (Oct 2018) (Applies if this Order offers further subcontracting opportunities; a subcontracting plan compliant with FAR 52.219-9 Small Business Subcontracting Plan (Aug 2018) is required for Orders offering further subcontracting opportunities that are valued in excess of $700,000 ($1.5 million if for construction of any public facility))

15) FAR 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

16) FAR 52.222-21 Prohibition of Segregated Facilities (Apr 2015)

17) FAR 52.222-26 Equal Opportunity (Sep 2016) (Applies unless exempted by the rules, regulations, or orders of the Secretary of Labor under Executive Order 11246, as amended)

18) FAR 52.222-35 Equal Opportunity for Veterans (Oct 2015) (Applies if this Order exceeds $150,000)

19) FAR 52.222-36 Equal Opportunity for Workers with Disabilities (Jul 2014) (Applies if this Order exceeds $15,000)

20) FAR 52.222-37 Employments Reports on Veterans (Feb 2016) (Applies if this Order exceeds $150,000 unless exempted by the rules, regulations, or orders of the Secretary of Labor)

21) FAR 52.222-40 Notification of Employee Rights under the National Labor Relations Act (Dec 2010) (Applies if this Order exceeds $10,000 and will be performed wholly or partially in the United States unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 3 of Executive Order 13496 of January 30, 2009)

22) FAR 52.222-41 Service Contract Labor Standards (Aug 2018) (Applies if this Order is for services subject to Service Contract Labor Standards)

23) FAR 52.222-50 Combating Trafficking in Persons (Jan 2019) with Alt I (Mar 2015) (Requirements of paragraph (h) only apply to Orders over $500,000 for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States)

24) FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67)

25) FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

26) FAR 52.222-54 Employment Eligibility Verification (Oct 2015) (Applies if this Order: (1) is for either: (i) services, except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications) performed by the COTS provider and are normally provided for that COTS item; or (ii) construction; and (2) exceeds $3,500; and (3) includes work performed in the United States)

27) FAR 52.222-55 Minimum Wages Under Executive Order 13658 (Dec 2015) (Applies if this Order is subject to Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States)

28) FAR 52.222-62 Paid Sick Leave Under Executive Order 13706 (Jan 2017) (Applies if this Order is subject to Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States)

29) FAR 52.223-3 Hazardous Material Identification and Material Safety Data (Jan 1997) (Applies if this Order involves hazardous material)

30) FAR 52.223-7 Notice of Radioactive Materials (Jan 1997) (Applies if this Order involves covered radioactive material. The blank in paragraph (a) is set at 5 days)

31) FAR 52.223-11 Ozone-Depleting Substances and High Global Warning Potential Hydrofluorocarbons (Jun 2016)

32) FAR 52.224-3 Privacy Training (Jan 2017) (Applies if in performance of this Order Subcontractor’s employees will (1) have access to a system of records; (2) create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or (3) design, develop, maintain, or operate a system of records.) (Alt I (Jan 2017) applies if flow down is required in accordance with 52.224-3(f) and the agency specifies that only its agency-provided training is acceptable)

33) FAR 52.225-1 Buy American – Supplies (May 2014), if specifically indicated in this Order

34) FAR 52.225-5 Trade Agreements (Aug 2018), if specifically indicated in this Order

35) FAR 52.225-13 Restrictions on Certain Foreign Purchases (Jun 2008)

36) FAR 52.225-26 Contractors Performing Private Security Functions Outside the United States (Oct 2016)

37) FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6

38) FAR 52.227-14 Rights in Data – General (May 2014) Alt II (Dec 2007) and Alt V (Dec 2007)

39) 52.227-16 Additional Data Requirements (June 1987)

40) FAR 52.227-19 Commercial Computer Software – Restricted Rights (Dec 2007)

41) FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013) (Applicable only if Subcontractor is a small business concern and Polimaster receives accelerated payments from its client)

42) FAR 52.244-6 Subcontracts for Commercial Items (Jun 2020)

43) FAR 52.245-1 Government Property (Jan 2017) ("Contracting Officer" means Contractor except in the definition of Property Administrator and in paragraphs (h)(1)(iii) where it is unchanged, and in paragraphs (c) and (h)(4) where it includes Contractor. "Government" is unchanged in the phrases "Government property" and "Government furnished property" and where elsewhere used except in paragraph (d)(1) where it means Contractor and except in paragraphs (d)(2) and (g) where the term includes Contractor. The following is added as paragraph (n) "Subcontractor shall provide to Contractor immediate notice if the Government or other customers (i) revokes its assumption of loss under any direct contracts with Subcontractor, or (ii) makes a determination that Subcontractor's property management practices are inadequate, and/or present an undue risk, or that Subcontractor has failed to take corrective action when required.")

44) FAR 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)

45) HSAR 3052.205-70 Advertisements, Publicizing Awards, and Releases (Sep 2012)

46) HSAR 3052.209-70 Prohibition on Contracts with Corporate Expatriates (Jun 2006)

DISCLOSURE: THE SUBCONTRACTOR UNDER THIS ORDER REPRESENTS THAT IT IS NOT A FOREIGN INCORPORATED ENTITY THAT SHOULD BE TREATED AS AN INVERTED DOMESTIC CORPORATION PURSUANT TO THE CRITERIA OF (HSAR) 48 CFR 3009.108-7001 THROUGH3009.108-7003

47) HSAR 3052.209-72 Organizational Conflict of Interest (Jun 2006)

DISCLOSURE: THE SUBCONTRACTOR HEREBY REPRESENTS, TO THE BEST OF ITS KNOWLEDGE, THAT IT IS NOT AWARE OF ANY FACTS WHICH CREATE ANY ACTUAL OR POTENTIAL ORGANIZATIONAL CONFLICTS OF INTEREST RELATING TO THE AWARD OF THIS ORDER AND/OR PRIME CONTRACT

48) HSAR 3052.209-73 Limitation of Future Contracting (Jun 2006)

49) HSAR 3052.242-72 Contracting Officer's Technical Representative (Dec 2003)

50) HSAR CLASS DEVIATION 15-01 SAFEGUARDING OF SENSITIVE INFORMATION (MAR 2015) This clause applies to Subcontractors and their employees (hereafter referred to collectively as “Subcontractor”).

(a) The Subcontractor shall insert the substance of this clause in all subcontracts.

(b) Definitions. As used in this clause—

“Personally Identifiable Information (PII)” means information that can be used to distinguish or trace an individual's identity, such as name, social security number, or biometric records, either alone, or when combined with other personal or identifying information that is linked or linkable to a specific individual, such as date and place of birth, or mother’s maiden name. The definition of PII is not anchored to any single category of information or technology. Rather, it requires a case-by-case assessment of the specific risk that an individual can be identified. In performing this assessment, it is important for an agency to recognize that non-personally identifiable information can become personally identifiable information whenever additional information is made publicly available—in any medium and from any source that, combined with other available information, could be used to identify an individual. PII is a subset of sensitive information. Examples of PII include, but are not limited to: name, date of birth, mailing address, telephone number, Social Security number (SSN), email address, zip code, account numbers, certificate/license numbers, vehicle identifiers including license plates, uniform resource locators (URLs), static Internet protocol addresses, biometric identifiers such as fingerprint, voiceprint, iris scan, photographic facial images, or any other unique identifying number or characteristic, and any information where it is reasonably foreseeable that the information will be linked with other information to identify the individual.

“Sensitive Information” is defined in HSAR clause 3052.204-71, Contractor Employee Access, as any information, which if lost, misused, disclosed, or, without authorization is accessed, or modified, could adversely affect the national or homeland security interest, the conduct of Federal programs, or the privacy to which individuals are entitled under section 552a of Title 5, United States Code (the Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense, homeland security or foreign policy. This definition includes the following categories of information: (1) Protected Critical Infrastructure Information (PCII) as set out in the Critical Infrastructure Information Act of 2002 (Title II, Subtitle B, of the Homeland Security Act, Public Law 107- 296, 196 Stat. 2135), as amended, the implementing regulations thereto (Title 6, Code of Federal Regulations, Part 29) as amended, the applicable PCII Procedures Manual, as amended, and any supplementary guidance officially communicated by an authorized official of the Department of Homeland Security (including the PCII Program Manager or his/her designee); (2) Sensitive Security Information (SSI), as defined in Title 49, Code of Federal Regulations, Part 1520, as amended, “Policies and Procedures of Safeguarding and Control of SSI,” as amended, and any supplementary guidance officially communicated by an authorized official of the Department of Homeland Security (including the Assistant Secretary for the Transportation Security Administration or his/her designee); (3) Information designated as “For Official Use Only,” which is unclassified information of a sensitive nature and the unauthorized disclosure of which could adversely impact a person’s privacy or welfare, the conduct of Federal programs, or other programs or operations essential to the national or homeland security interest; and (4) Any information that is designated “sensitive” or subject to other controls, safeguards or protections in accordance with subsequently adopted homeland security information handling procedures.

“Sensitive Information Incident” is an incident that includes the known, potential, or suspected exposure, loss of control, compromise, unauthorized disclosure, unauthorized acquisition, or unauthorized access or attempted access of any Government system, Subcontractor system, or sensitive information.

“Sensitive Personally Identifiable Information (SPII)” is a subset of PII, which if lost, compromised or disclosed without authorization, could result in substantial harm, embarrassment, inconvenience, or unfairness to an individual. Some forms of PII are sensitive as stand-alone elements. Examples of such PII include: Social Security numbers (SSN), driver’s license or state identification number, Alien Registration Numbers (A-number), financial account number, and biometric identifiers such as fingerprint, voiceprint, or iris scan. Additional examples include any groupings of information that contain an individual’s name or other unique identifier plus one or more of the following elements: (1) Truncated SSN (such as last 4 digits); (2) Date of birth (month, day, and year); (3) Citizenship or immigration status; (4) Ethnic or religious affiliation; (5) Sexual orientation; (6) Criminal History; (7) Medical Information; (8) System authentication information such as mother’s maiden name, account passwords or personal identification numbers (PIN). Other PII may be “sensitive” depending on its context, such as a list of employees and their performance ratings or an unlisted home address or phone number. In contrast, a business card or public telephone directory of agency employees contains PII but is not sensitive.

(c) Authorities. The Subcontractor shall follow all current versions of Government policies and guidance accessible at http://www.dhs.gov/dhs-security-and-training-requirements-contractors, or available upon request from the Subcontractor, including but not limited to: (1) DHS Management Directive 11042.1 Safeguarding Sensitive But Unclassified (for Official Use Only) Information;

(2) DHS Sensitive Systems Policy Directive 4300A; (3) DHS 4300A Sensitive Systems Handbook and Attachments; (4) DHS Security Authorization Process Guide; (5) DHS Handbook for Safeguarding Sensitive Personally Identifiable Information; (6) DHS Instruction Handbook 121- 01-007 Department of Homeland Security Personnel Suitability and Security Program; (7) DHS Information Security Performance Plan (current fiscal year); (8) DHS Privacy Incident Handling Guidance; (9) Federal Information Processing Standard (FIPS) 140-2 Security Requirements for Cryptographic Modules accessible at http://csrc.nist.gov/groups/STM/cmvp/standards.html; (10) National Institute of Standards and Technology (NIST) Special Publication 800-53 Security and Privacy Controls for Federal Information Systems and Organizations accessible at http://csrc.nist.gov/publications/PubsSPs.html; (11) NIST Special Publication 800-88 Guidelines for Media Sanitization accessible at http://csrc.nist.gov/publications/PubsSPs.html

(d) Handling of Sensitive Information. Subcontractor compliance with this clause, as well as the policies and procedures described below, is required.

(1) Department of Homeland Security (DHS) policies and procedures on Contractor personnel security requirements are set forth in various Management Directives (MDs), Directives, and Instructions. MD 11042.1, Safeguarding Sensitive But Unclassified (For Official Use Only) Information describes how Subcontractors must handle sensitive but unclassified information. DHS uses the term “FOR OFFICIAL USE ONLY” to identify sensitive but unclassified information that is not otherwise categorized by statute or regulation. Examples of sensitive information that are categorized by statute or regulation are PCII, SSI, etc. The DHS Sensitive Systems Policy Directive 4300A and the DHS 4300A Sensitive Systems Handbook provide the policies and procedures on security for Information Technology (IT) resources. The DHS Handbook for Safeguarding Sensitive Personally Identifiable Information provides guidelines to help safeguard SPII in both paper and electronic form. DHS Instruction Handbook 121-01-007 Department of Homeland Security Personnel Suitability and Security Program establishes procedures, program responsibilities, minimum standards, and reporting protocols for the DHS Personnel Suitability and Security Program.

(2) The Subcontractor shall not use or redistribute any sensitive information processed, stored, and/or transmitted by the Subcontractor except as specified in the contract.

(3) All Subcontractor employees with access to sensitive information shall execute DHS Form 11000-6, Department of Homeland Security Non-Disclosure Agreement (NDA), as a condition of access to such information. The Subcontractor shall maintain signed copies of the NDA for all employees as a record of compliance. The Subcontractor shall provide copies of the signed NDA to the Contractor no later than two (2) days after execution of the form.

(4) The Subcontractor’s invoicing, billing, and other recordkeeping systems maintained to support financial or other administrative functions shall not maintain SPII. It is acceptable to maintain in these systems the names, titles and contact information for the COR or other Government personnel associated with the administration of the contract, as needed.

(e) Authority to Operate. The Subcontractor shall not input, store, process, output, and/or transmit sensitive information within a Subcontractor IT system without an Authority to Operate (ATO) signed by the Headquarters or Component CIO, or designee, in consultation with the Headquarters or Component Privacy Officer. Unless otherwise specified in the ATO letter, the ATO is valid for three (3) years. The Subcontractor shall adhere to current Government policies, procedures, and guidance for the Security Authorization (SA) process as defined below.

(1) Complete the Security Authorization process. The SA process shall proceed according to the DHS Sensitive Systems Policy Directive 4300A (Version 11.0, April 30, 2014), or any successor publication, DHS 4300A Sensitive Systems Handbook (Version 9.1, July 24, 2012), or any successor publication, and the Security Authorization Process Guide including templates.

(i) Security Authorization Process Documentation. SA documentation shall be developed using the Government provided Requirements Traceability Matrix and Government security documentation templates. SA documentation consists of the following: Security Plan, Contingency Plan, Contingency Plan Test Results, Configuration Management Plan, Security Assessment Plan, Security Assessment Report, and Authorization to Operate Letter. Additional documents that may be required include a Plan(s) of Action and Milestones and Interconnection Security Agreement(s). During the development of SA documentation, the Subcontractor shall submit a signed SA package, validated by an independent third party, to the COR for acceptance by the Headquarters or Component CIO, or designee, at least thirty (30) days prior to the date of operation of the IT system. The Government is the final authority on the compliance of the SA package and may limit the number of resubmissions of a modified SA package. Once the ATO has been accepted by the Headquarters or Component CIO, or designee, the Contracting Officer shall incorporate the ATO into the contract as a compliance document. The Government’s acceptance of the ATO does not alleviate the Subcontractor’s responsibility to ensure the IT system controls are implemented and operating effectively.

(ii) Independent Assessment. Subcontractors shall have an independent third party validate the security and privacy controls in place for the system(s). The independent third party shall review and analyze the SA package, and report on technical, operational, and management level deficiencies as outlined in NIST Special Publication 800-53 Security and Privacy Controls for Federal Information Systems and Organizations. The Subcontractor shall address all deficiencies before submitting the SA package to the Government for acceptance.

(iii) Support the completion of the Privacy Threshold Analysis (PTA) as needed. As part of the SA process, the Subcontractor may be required to support the Government in the completion of the PTA. The requirement to complete a PTA is triggered by the creation, use, modification, upgrade, or disposition of a Subcontractor IT system that will store, maintain and use PII, and must be renewed at least every three (3) years. Upon review of the PTA, the DHS Privacy Office determines whether a Privacy Impact Assessment (PIA) and/or Privacy Act System of Records Notice (SORN), or modifications thereto, are required. The Subcontractor shall provide all support necessary to assist the Department in completing the PIA in a timely manner and shall ensure that project management plans and schedules include time for the completion of the PTA, PIA, and SORN (to the extent required) as milestones. Support in this context includes responding timely to requests for information from the Government about the use, access, storage, and maintenance of PII on the Subcontractor’s system, and providing timely review of relevant compliance documents for factual accuracy. Information on the DHS privacy compliance process, including PTAs, PIAs, and SORNs, is accessible at http://www.dhs.gov/privacycompliance.

(2) Renewal of ATO. Unless otherwise specified in the ATO letter, the ATO shall be renewed every three (3) years. The Subcontractor is required to update its SA package as part of the ATO renewal process. The Subcontractor shall update its SA package by one of the following methods: (1)Updating the SA documentation in the DHS automated information assurance tool for acceptance by the Headquarters or Component CIO, or designee, at least 90 days before the ATO expiration date for review and verification of security controls; or (2) Submitting an updated SA package directly to the COR for approval by the Headquarters or Component CIO, or designee, at least 90 days before the ATO expiration date for review and verification of security controls. The 90 day review process is independent of the system production date and therefore it is important that the Subcontractor build the review into project schedules. The reviews may include onsite visits that involve physical or logical inspection of the Subcontractor environment to ensure controls are in place.

(3) Security Review. The Government may elect to conduct random periodic reviews to ensure that the security requirements contained in this contract are being implemented and enforced. The Subcontractor shall afford DHS, the Office of the Inspector General, and other Government organizations access to the Subcontractor’s facilities, installations, operations, documentation, databases and personnel used in the performance of this contract. The Subcontractor shall, through the Contracting Officer and COR, contact the Headquarters or Component CIO, or designee, to coordinate and participate in review and inspection activity by Government organizations external to the DHS. Access shall be provided, to the extent necessary as determined by the Government, for the Government to carry out a program of inspection, investigation, and audit to safeguard against threats and hazards to the integrity, availability and confidentiality of Government data or the function of computer systems used in performance of this contract and to preserve evidence of computer crime.

(4) Continuous Monitoring. All Subcontractor-operated systems that input, store, process, output, and/or transmit sensitive information shall meet or exceed the continuous monitoring requirements identified in the Fiscal Year 2014 DHS Information Security Performance Plan, or successor publication. The plan is updated on an annual basis. The Subcontractor shall also store monthly continuous monitoring data at its location for a period not less than one year from the date the data is created. The data shall be encrypted in accordance with FIPS 140-2 Security Requirements for Cryptographic Modules and shall not be stored on systems that are shared with other commercial or Government entities. The Government may elect to perform continuous monitoring and IT security scanning of Subcontractor systems from Government tools and infrastructure.

(5) Revocation of ATO. In the event of a sensitive information incident, the Government may suspend or revoke an existing ATO (either in part or in whole). If an ATO is suspended or revoked in accordance with this provision, the Contracting Officer may direct the Subcontractor to take additional security measures to secure sensitive information. These measures may include restricting access to sensitive information on the Subcontractor IT system under this contract. Restricting access may include disconnecting the system processing, storing, or transmitting the sensitive information from the Internet or other networks or applying additional security controls.

(6) Federal Reporting Requirements. Subcontractors operating information systems on behalf of the Government or operating systems containing sensitive information shall comply with Federal reporting requirements. Annual and quarterly data collection will be coordinated by the Government. Subcontractors shall provide the COR with requested information within three (3) business days of receipt of the request. Reporting requirements are determined by the Government and are defined in the Fiscal Year 2014 DHS Information Security Performance Plan, or successor publication. The Subcontractor shall provide the Government with all information to fully satisfy Federal reporting requirements for Subcontractor systems.

(f) Sensitive Information Incident Reporting Requirements.

(1) All known or suspected sensitive information incidents shall be reported to the Headquarters or Component Security Operations Center (SOC) within one hour of discovery in accordance with 4300A Sensitive Systems Handbook Incident Response and Reporting requirements. When notifying the Headquarters or Component SOC, the Subcontractor shall also notify the Contractor, Contracting Officer, COR, Headquarters or Component Privacy Officer, and US-CERT using the contact information identified in the contract. If the incident is reported by phone or the Contracting Officer’s email address is not immediately available, the Subcontractor shall contact the Contractor, Contracting Officer immediately after reporting the incident to the Headquarters or Component SOC. The Subcontractor shall not include any sensitive information in the subject or body of any e-mail. To transmit sensitive information, the Subcontractor shall use FIPS 140-2 Security Requirements for Cryptographic Modules compliant encryption methods to protect sensitive information in attachments to email. Passwords shall not be communicated in the same email as the attachment. A sensitive information incident shall not, by itself, be interpreted as evidence that the Subcontractor has failed to provide adequate information security safeguards for sensitive information, or has otherwise failed to meet the requirements of the contract.

(2) If a sensitive information incident involves PII or SPII, in addition to the reporting requirements in 4300A Sensitive Systems Handbook Incident Response and Reporting, Subcontractors shall also provide as many of the following data elements that are available at the time the incident is reported, with any remaining data elements provided within 24 hours of submission of the initial incident report: (i) Data Universal Numbering System (DUNS); (ii) Contract numbers affected unless all contracts by the company are affected; (iii) Facility CAGE code if the location of the event is different than the prime Contractor location; (iv) Point of contact (POC) if different than the POC recorded in the System for Award Management (address, position, telephone, email); (iv) Contracting Officer POC (address, telephone, email); (v) Contract clearance level; (vi) Name of subcontractor and CAGE code if this was an incident on a subcontractor network; (vii) Government programs, platforms or systems involved; (viii) Location(s) of incident; (ix) Date and time the incident was discovered; (x) Server names where sensitive information resided at the time of the incident, both at the Contractor and Subcontractor level; (xi) Description of the Government PII and/or SPII contained within the system; (xii) Number of people potentially affected and the estimate or actual number of records exposed and/or contained within the system; and (xiii) Any additional information relevant to the incident.

(g) Sensitive Information Incident Response Requirements.

(1) All determinations related to sensitive information incidents, including response activities, notifications to affected individuals and/or Federal agencies, and related services (e.g., credit monitoring) will be made in writing by the Contracting Officer in consultation with the Headquarters or Component CIO and Headquarters or Component Privacy Officer.

(2) The Subcontractor shall provide full access and cooperation for all activities determined by the Government to be required to ensure an effective incident response, including providing all requested images, log files, and event information to facilitate rapid resolution of sensitive information incidents.

(3) Incident response activities determined to be required by the Government may include, but are not limited to, the following: (i) Inspections, (ii) Investigations, (iii) Forensic reviews, and (iv) Data analyses and processing.

(4) The Government, at its sole discretion, may obtain the assistance from other Federal agencies and/or third-party firms to aid in incident response activities.

(h) Additional PII and/or SPII Notification Requirements.

(1) The Subcontractor shall have in place procedures and the capability to notify any individual whose PII resided in the Subcontractor IT system at the time of the sensitive information incident not later than 5 business days after being directed to notify individuals, unless otherwise approved by the Contracting Officer. The method and content of any notification by the Subcontractor shall be coordinated with, and subject to prior written approval by the Contracting Officer, in consultation with the Headquarters or Component Privacy Officer, utilizing the DHS Privacy Incident Handling Guidance. The Subcontractor shall not proceed with notification unless the Contracting Officer, in consultation with the Headquarters or Component Privacy Officer, has determined in writing that notification is appropriate.

(2) Subject to Government analysis of the incident and the terms of its instructions to the Subcontractor regarding any resulting notification, the notification method may consist of letters to affected individuals sent by first class mail, electronic means, or general public notice, as approved by the Government. Notification may require the Subcontractor’s use of address verification and/or address location services. At a minimum, the notification shall include: (i) A brief description of the incident; (ii) A description of the types of PII and SPII involved; (iii)A statement as to whether the PII or SPII was encrypted or protected by other means; (iv)Steps individuals may take to protect themselves; (v) What the Subcontractor and/or the Government are doing to investigate the incident, to mitigate the incident, and to protect against any future incidents; and (vi) Information identifying who individuals may contact for additional information.

(i) Credit Monitoring Requirements. In the event that a sensitive information incident involves PII or SPII, the Subcontractor may be required to, as directed by the Contracting Officer: (1) Provide notification to affected individuals as described above; and/or (2) Provide credit monitoring services to individuals whose data was under the control of the Subcontractor or resided in the Subcontractor IT system at the time of the sensitive information incident for a period beginning the date of the incident and extending not less than 18 months from the date the individual is notified. Credit monitoring services shall be provided from a company with which the Subcontractor has no affiliation. At a minimum, credit monitoring services shall include: (i) Triple credit bureau monitoring; (ii) Daily customer service; (iii) Alerts provided to the individual for changes and fraud; and (iv) Assistance to the individual with enrollment in the services and the use of fraud alerts; and/or (3) Establish a dedicated call center. Call center services shall include:

(i) A dedicated telephone number to contact customer service within a fixed period; (ii) Information necessary for registrants/enrollees to access credit reports and credit scores; (iii)Weekly reports on call center volume, issue escalation (i.e., those calls that cannot be handled by call center staff and must be resolved by call center management or DHS, as appropriate), and other key metrics; (iv) Escalation of calls that cannot be handled by call center staff to call center management or DHS, as appropriate; (v) Customized FAQs, approved in writing by the Contracting Officer in coordination with the Headquarters or Component Chief Privacy Officer; and (vi) Information for registrants to contact customer service representatives and fraud resolution representatives for credit monitoring assistance.

(j) Certification of Sanitization of Government and Government-Activity-Related Files and Information. As part of contract closeout, the Subcontractor shall submit the certification to the COR and the Contracting Officer following the template provided in NIST Special Publication 800-88 Guidelines for Media Sanitization.

51) HSAR CLASS DEVIATION 15-01 INFORMATION TECHNOLOGY SECURITY AND PRIVACY TRAINING (MAR 2015)

(a) Applicability. This clause applies to the Subcontractors and their employees (hereafter referred to collectively as “Subcontractor”). The Subcontractor shall insert the substance of this clause in all subcontracts.

(b) Security Training Requirements.

(1) All users of Federal information systems are required by Title 5, Code of Federal Regulations, Part 930.301, Subpart C, as amended, to be exposed to security awareness materials annually or whenever system security changes occur, or when the user’s responsibilities change. The Department of Homeland Security (DHS) requires that Contractor employees and Subcontractors take an annual Information Technology Security Awareness Training course before accessing sensitive information under the contract. Unless otherwise specified, the training shall be completed within thirty (30) days of contract award and be completed on an annual basis thereafter not later than October 31st of each year. Any new Subcontractor employees assigned to the contract shall complete the training before accessing sensitive information under the contract. The training is accessible at http://www.dhs.gov/dhs-security-and-training-requirementscontractors. The Subcontractor shall maintain copies of training certificates for all Subcontractor employees as a record of compliance. Unless otherwise specified, initial training certificates for each Subcontractor employee shall be provided to the Contracting Officer’s Representative (COR) not later than thirty (30) days after contract award. Subsequent training certificates to satisfy the annual training requirement shall be submitted to the COR via e-mail notification not later than October 31st of each year. The e-mail notification shall state the required training has been completed for all Subcontractor employees.

(2) The DHS Rules of Behavior apply to every DHS employee, Contractor and Subcontractor that will have access to DHS systems and sensitive information. The DHS Rules of Behavior shall be signed before accessing DHS systems and sensitive information. The DHS Rules of Behavior is a document that informs users of their responsibilities when accessing DHS systems and holds users accountable for actions taken while accessing DHS systems and using DHS Information Technology resources capable of inputting, storing, processing, outputting, and/or transmitting sensitive information. The DHS Rules of Behavior is accessible at http://www.dhs.gov/dhs- security-and-training-requirements-contractors. Unless otherwise specified, the DHS Rules of Behavior shall be signed within thirty (30) days of contract award. Any new Subcontractor employees assigned to the contract shall also sign the DHS Rules of Behavior before accessing DHS systems and sensitive information. The Subcontractor shall maintain signed copies of the DHS Rules of Behavior for all Subcontractor employees as a record of compliance. Unless otherwise specified, the Subcontractor shall e-mail copies of the signed DHS Rules of Behavior to the COR not later than thirty (30) days after contract award for each employee. The DHS Rules of Behavior will be reviewed annually and the COR will provide notification when a review is required.

(c) Privacy Training Requirements. All Contractor and Subcontractor employees that will have access to Personally Identifiable Information (PII) and/or Sensitive PII (SPII) are required to take Privacy at DHS: Protecting Personal Information before accessing PII and/or SPII. The training is accessible at http://www.dhs.gov/dhs-security-and-training-requirements-contractors. Training shall be completed within thirty (30) days of contract award and be completed on an annual basis thereafter not later than October 31st of each year. Any new Subcontractor employees assigned to the contract shall also complete the training before accessing PII and/or SPII. The Subcontractor shall maintain copies of training certificates for all Subcontractor employees as a record of compliance. Initial training certificates for each Subcontractor employee shall be provided to the COR not later than thirty (30) days after contract award. Subsequent training certificates to satisfy the annual training requirement shall be submitted to the COR via e-mail notification not later than October 31st of each year. The email notification shall state the required training has been completed for all Subcontractor employees.

52) FAR 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS. (OCT 2021) (DEVIATION) (Applies if this Order exceeds the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and is for services, including construction, performed in whole or in part within the United States or its outlying areas)

(a) Definition. As used in this clause - United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https://www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

53) DFARS 252.223-7999, ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (DEVIATION 2021-O0009) (OCT 2021) (Applies if this Ordervexceeds the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and is for services, including construction, performed in whole or in part within the United States or its outlying areas)

(a) Definition. As used in this clause – United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

POLIMASTER®GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES

(Last modified: September 3, 2024)

PLEASE READ THE BELOW TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND SERVICE (THE “TERMS”) CAREFULLY BEFORE ACCEPTING PURCHASE ORDER PLACED BY POLIMASTER INC. (“POLIMASTER”). BY ACCEPTING POLIMASTER’S PURCHASE ORDER AND/OR FULFILLMENT OF SUCH PURCHASE ORDER YOU AGREE TO ACCEPT AND BE BOUND BY THE BELOW STATED TERMS. POLIMASTER’S PURCHASE ORDER AND/OR ACCEPTANCE OF YOUR SALES ORDER (OR ANOTHER DOCUMENT FOR CONFIRMATION OF SALE) IS CONDITIONED ON YOUR ACCEPTANCE OF THE TERMS.

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE FROM TIME TO TIME, AND ALL TRANSACTIONS FOR PRODUCTS AND/OR SERVICES SOLD TO POLIMASTER INC. ARE SUBJECT TO THE LATEST REVISION OF THE TERMS PUBLISHED AT OUR WEBSITE https://polimaster.us/terms-privacy-policy-us/#general-terms-and-conditions-for-the-purchase-of-goods-and-services.

1. Applicability.

(a) These terms and conditions for purchase of goods and service (these "Terms") are the only terms which govern the purchase of the goods ("Goods") and services ("Services") by Polimaster Inc. ("Buyer") from the seller named on the respective purchase order placed by the Buyer with you ("Seller"). Notwithstanding anything herein to the contrary, if a separate written contract duly signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

(b) The purchase order, which constitutes the first official offer issued by Buyer to Seller (the "Purchase Order"), these Terms, and the Buyer’s supplemental terms, if applicable (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller's general terms and conditions of sale regardless whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller's acceptance to the terms of this Agreement. Fulfillment of the Purchase Order constitutes acceptance of these Terms by Seller.

2. Delivery of Goods and Performance of Services.

(a) Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the "Delivery Date"). If no delivery date is specified, Seller shall deliver the Goods within 10 (ten) calendar days of Seller's receipt of the Purchase Order. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller's expense and Seller shall redeliver such Goods on the Delivery Date.

(b) Seller shall deliver all Goods to the address specified in the Purchase Order (the "Delivery Point") during Buyer's normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller's risk of loss and expense.

(c) Seller shall provide the Services to Buyer as described and in accordance with the schedule set forth by the parties in writing and in accordance with the terms and conditions set forth in these Terms. Buyer shall respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform the Services in a timely manner.

(d) Seller acknowledges that time is of the essence with respect to Seller's obligations hereunder and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement.

3. Quantity.

If Seller delivers more than 1% or less than 1% of the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller's sole risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro- rata basis at prices specified in the Purchase Order.

4. Shipping Terms.

Delivery shall be made: (i) for domestic transactions within the United States - FOB (Place of Destination/Delivery Point), as this shipping term is defined in the UCC, or (ii) for international transactions involving Buyer with delivery of Goods from outside the borders of the United States - CIF (Place of Destination/Delivery Point), as this shipping term is defined in Incoterms®-2020 rule for international transactions, unless other shipping terms are agreed by the parties in the Purchase Order or otherwise in writing and prevail over the shipping terms stated in above provisions (i) and (ii) of this Section 4. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.

5. Title and Risk of Loss.

Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.

6. Inspection and Rejection of Nonconforming Goods.

Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods within reasonable time upon receipt thereof, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant to Section 17. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller's obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.

7. Price.

The price of the Goods and Services is the price stated in the Purchase Order (the "Price"). If no price is included in the Purchase Order, the Price shall be the price set out in Seller's published price list in force as of the date of the Purchase Order. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.

8. Payment Terms.

Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller within 45 (forty-five) days from date of invoice, unless other term is set forth in the Purchase Order, after Buyer's receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in US dollars and made by wire transfer. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under this Agreement. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than 3 (three) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 8. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.

9. Seller's Obligations Regarding Services. Seller shall:

(a) before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;

(b) comply with all rules, regulations and policies of Buyer, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Buyer to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures;

(c) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Seller in providing the Services in such form as Buyer shall approve. During the term of this Agreement and for a period of three years thereafter, upon Buyer's written request, Seller shall allow Buyer to inspect and make copies of such records and interview Seller personnel in connection with the provision of the Services;

(d) obtain Buyer's written consent, which shall not be unreasonably withheld or delayed/which may be given or withheld in Buyer's sole discretion, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller's employees, to provide any Services to Buyer (each such approved subcontractor or other third party, a "Permitted Subcontractor"). Buyer's approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller's own employees. Nothing contained in this Agreement shall create any contractual relationship between Buyer and any Seller subcontractor or supplier;

(e) require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement, and, upon Buyer's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Buyer;

(f) ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;

(g) ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by the Buyer; and

(h) keep and maintain any Buyer equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with the Buyer's written instructions or authorization.

10. Change Orders for Services.

Buyer may at any time, by written instructions and/or drawings issued to Seller (each a "Change Order"), order changes to the Services. Seller shall within three (3) calendar days of receipt of a Change Order submit to Buyer a firm cost proposal for the Change Order. If Buyer accepts such cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller's compensation or the performance deadlines under this Agreement.

11. Warranties.

(a) Seller warrants to Buyer that for a period of twenty-four (24) months from the Delivery Date, all Goods will:

(i) be free from any defects in workmanship, material and design;
(ii) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer;
(iii) be fit for their intended purpose and operate as intended;
(iv) be merchantable;
(v) be free and clear of all liens, security interests or other encumbrances; and
(vi) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer;

(b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and

(c) the warranties set forth in this Section 11 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods or Services with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, within five (5) calendar days (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer, and, if applicable, (ii) repair or re-perform the applicable Services.

12. General Indemnification.

Seller shall defend, indemnify and hold harmless Buyer and Buyer's parent company, their subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement without Buyer's prior written consent.

13. Intellectual Property Indemnification.

Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer's or Indemnitee's use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement without Buyer's or Indemnitee's prior written consent.

14. Limitation of Liability.

(a) Nothing in this Agreement shall exclude or limit (a) Seller's liability under this Agreement, or (b) Seller's liability for fraud, personal injury or death caused by its negligence or willful misconduct.

(b) EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, IN NO EVENT SHALL BUYER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID (AND AMOUNTS ACCRUED BUT NOT YET PAID) TO SELLER PURSUANT TO THIS AGREEMENT IN SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000.00 (TEN THOUSAND US DOLLARS), WHICHEVER IS LESS.

15. Insurance.

During the term of this Agreement and for a period of two years thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000.00 (one million Dollars) with financially sound and reputable insurers. Upon Buyer's request, Seller shall provide Buyer with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with ten (10) calendar days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Seller's insurers and Seller.

16. Compliance with Laws.

16.1. General Compliance.

Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Seller. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

16.2. Compliance with the Product Safety Laws.

Seller represents and warrants that all Goods supplied under Purchase Order comply with all applicable federal, state, and local laws, codes, statutes, ordinances, rules, regulations, and requirements of any applicable jurisdiction, and orders of any governmental or regulatory authority, including but not limited to the California Safe Drinking Water and Toxic Enforcement Act of 1986 ("Proposition 65"); the Consumer Product Safety Act of 1972 (as amended by the Consumer Product Safety Improvement Act of 2008); the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act; the Fair Packaging and Labeling Act; the Federal Hazardous Substances Act; the Federal Energy Policy and Conservation Act and any amendments thereto; European Union Directive 2002/95/EC on Restriction of Hazardous Substances (“RoHS”), and all applicable product safety rules and regulations of any other federal, state, or local agency (collectively, the "Product Safety Laws"), and that any changes to Goods hereafter made by Seller shall comply with all applicable Product Safety Laws.

16.3. Compliance with the Economic Sanctions Laws.

(a) For purposes of these Terms Section 16.3, the following term “Affiliated Person” shall mean any owner (including any principal, shareholder, member or other person or entity having direct or indirect financial interest), officer, director, partner, principal, employee, or any other natural person or legal entity, directly or indirectly, controlling, controlled by, under common control with Seller.

(b) Neither Seller nor any of its Affiliated Persons or agents is a person who (i) is the target of any laws administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), U.S. Commerce Department, U.S. State Department, European Union, competent European Union Member State authorities, United Nations or any other Government Entity (as further defined in Section 16.4(e)(2) of the Terms) imposing economic sanctions and trade embargoes ("Economic Sanctions Laws"), or (ii) is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Government Entity. Seller shall promptly upon becoming aware thereof notify Buyer if it or any of its Affiliated Persons or agents becomes the target of any Economic Sanctions Laws, or the country or territory where any of them is located, organized, or resident becomes the target of sanctions imposed by OFAC or any other Government Entity.

(c) Seller shall comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, Seller shall not (i) directly or indirectly import, export, re-export, transship, or otherwise deliver Goods, Services, and respective technology or any portion thereof from and/or to a person and/or country subject to economic sanctions and trade embargoes; or (ii) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law.

(d) Neither Seller nor any of its Affiliated Persons or agents is a person who (i) is currently the subject of any investigation by the OFAC or any other Governmental Entity imposing economic sanctions and trade embargoes ("Sanctions Investigation(s)"), or (ii) is directly or indirectly owned or controlled by any person who is currently the subject of a Sanctions Investigation. Seller shall promptly upon becoming aware thereof notify Buyer when (i) it or any of its Affiliated Persons or agents becomes the subject of any Sanctions Investigation, or (b) any person who directly or indirectly owns or controls Seller becomes the subject of any Sanctions Investigation.

16.4. Compliance with Anti-Corruption and Anti-Money Laundering Laws.

Seller represents and warrants to Buyer that:

(a) Seller and its Affiliated Persons or agents, and anyone acting on their behalf (collectively, the "Representatives") are in compliance with all applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act of 1977 (as amended) and local anti-corruption legislation applicable to Seller and/or its Representatives (collectively, the "Anti-Corruption Laws") and also in compliance with any laws, rules, or regulations applicable to Buyer, Seller and its Affiliated Persons, that prohibit engaging in or facilitating financial transactions that promote or conceal unlawful activity in any jurisdiction (the “Anti-Money Laundering Laws”).

(b) Neither Seller nor any of its Representatives has, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any:

(i) Government Official;
(ii) person or entity; or
(iii) other person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, given, or promised, directly or indirectly, to a Government Official or another person or entity;

for the purpose of:

(iv) influencing any act or decision of such Government Official or such person or entity in his/her or its official capacity, including a decision to do or omit to do any act in violation of his/her or its lawful duties or proper performance of functions; or
(v) inducing such Government Official or such person or entity to use his/her or its influence or position with any Government Entity or other person or entity to influence any act or decision;

in order to obtain or retain business for, direct business to, or secure an improper advantage for Buyer or Seller and its Affiliated Persons.

(c) Neither Seller nor any of its Representatives:

(i) is a Government Official or employs any Government Official or Close Family Member of any Government Official; or
(ii) has a personal, business, or other relationship or association with any Government Official or Close Family Member of any Government Official who may have responsibility for or oversight of any business activities of Buyer or Seller, other than any relationships or associations that have been disclosed in writing to Buyer.

(d) Neither Seller nor any of its Representatives is or has been the subject of any investigation, inquiry, or enforcement proceeding by any court, governmental, administrative, or regulatory body, or customer regarding any violation or alleged violation of any Anti-Corruption Laws and/or Anti-Money Laundering Laws.

(e) For purposes of these Terms:

(e)(1) "Close Family Member" means (i) the individual's spouse; (ii) the individual's and the spouse's grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins; (iii) the spouse of any persons listed in subcategory (ii); and (iv) any other person who shares the same household with the individual.

(e)(2) "Government Entity" means (i) any national, state, regional, or local government (including, in each case, any agency, department, or subdivision of such government); (ii) any political party; (iii) any entity or business that is owned or controlled by any of those bodies listed in subcategory (i) or (ii); or (iv) any international organization, such as the United Nations or the World Bank.

(e)(3) "Government Official" means (i) any director, officer, employee, agent, or representative (including anyone elected, nominated, or appointed to be a director, officer, employee, agent, or representative) of any Government Entity, or anyone otherwise acting in an official capacity on behalf of a Government Entity; (ii) any political party, political party official, or political party employee; (iii) any candidate for public or political office; (iv) any royal or ruling family member; or (v) any agent or representative of any of those persons listed in subcategories (i) through (iv) of this Subsection 16.4(e)(3).

(d) Seller has adopted and maintains adequate policies, procedures, and controls to ensure that Seller has complied and is in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws, including at a minimum policies and procedures relating to prevention of bribery, accounting for financial transactions, due diligence on third parties, and training of personnel.

16.5. Compliance Records: Retention and Audit.

Seller shall maintain adequate records indicating the effort expended to comply with applicable Economic Sanction Laws, Export Control Laws, Anti-Corruption and Anti-Money Laundering Laws in the direct performance under these Terms including, without limitation, financial, proposal, procurement, specifications, shipping, export, and end-user certification records (the “Compliance Records”). Unless a longer period is specified elsewhere by the Parties in writing, or by law or regulation, Seller shall retain all Compliance Records related to transactions governed by these Terms for a period of ten years from the date of final shipment of the Goods or services received by Polimaster and/or its end-user(s). At no additional cost to Polimaster, Seller shall timely provide access to such Compliance Records to the U.S. Government or Polimaster upon request for audit and cooperate fully with Polimaster in any official or unofficial audit or inspection related to compliance with applicable laws and will indemnify and hold Polimaster harmless from, or in connection with Seller’s, its consultants’, agents’ or employees’ violation of this Section.

17. Termination.

In addition to any remedies that may be provided under these Terms, Buyer may in its sole discretion, without liability or penalty, terminate this Agreement with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods or the Seller's delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part., terminate any Individual Transaction If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Agreement upon written notice to Seller. If Buyer terminates the Agreement for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by Buyer prior to the termination.

18. Waiver.

No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19. Confidential Information.

All non-public, confidential or proprietary information of Buyer and its affiliates, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential", in connection with this Agreement (“Confidential Information”) is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.

20. Force Majeure.

Neither party shall be liable to the other for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this Agreement. If a Force Majeure Event prevents Seller from carrying out its obligations under this Agreement for a continuous period of more than ten (10) business days, Buyer may terminate this Agreement immediately by giving written notice to Seller.

21. Assignment.

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller's prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer's assets.

22. Relationship of the Parties.

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

23. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

24. Governing Law.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia. The U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded.

25. Submission to Jurisdiction.

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Virginia in each case located in Loudoun County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

26. Notices.

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Any Notice is effective (a) upon receipt by the receiving party (in case of personal delivery) or in 3 business days after being sent by certified mail, overnight courier, facsimile or email to the receiving party’s specified address), and (b) if the party giving the Notice has complied with the requirements of this Section.

27. Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

28. Survival.

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Section 11 (Warranties), Section 12 (General Indemnification), Section 13 (Intellectual Property Indemnification), Section 14 (Limitation of Liability), Section 15 (Insurance), Section 16 (Compliance with Laws), Section 19 (Confidential Information), Section 24 (Governing Law), Section 25 (Submission to Jurisdiction), and Section 28 (Survival).

ATTENTION: BY OPERATING THIS VERSION OF POLISMART® SOFTWARE AND/OR USING ANY DATA OR INFORMATION OBTAINED THEREFROM, YOU AGREE TO BE BOUND BY THE END USER LICENSE AGREEMENT AND TERMS OF USE PROVIDED BELOW. IF YOU DO NOT AGREE WITH THE END USER LICENSE AGREEMENT AND TERMS OF USE, YOU ARE NOT AUTHORIZED TO DOWNLOAD, LOG IN AND/OR OTHERWISE USE THIS POLISMART® SOFTWARE. FOR MORE INFORMATION, PLEASE CONTACT POLIMASTER TEAM AT INFO@POLIMASTER.US

POLIMASTER, INC.
POLISMART® MOBILE APPLICATION
END USER LICENSE AGREEMENT AND TERMS OF USE
(Last revised on October 3, 2024)

NOTICE TO USER:

THIS IS THE END USER LICENSE AGREEMENT AND TERMS OF USE (THE “AGREEMENT’) GOVERNING YOUR USE AND OPERATION OF THE SOFTWARE AND SERVICE TITLED POLISMART®, AND FURTHER DEFINED HEREIN AS “PRODUCT,” WHICH IS PROVIDED FOR YOUR USE IN CONJUNCTION WITH CERTAIN SUPPORTED POLIMASTER® DEVICES (RADFLASH® (PM1630), PM1703® SERIES, AND POLIPACK™ (PM3200) SERIES, hereinafter referred to as “DEVICES”). POLIMASTER, INC. (THE “LICENSOR”) IS WILLING TO PROVIDE YOU WITH ACCESS TO THE PRODUCT ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

ANY DEVICE THAT IS USED BY YOU ALONG WITH THE PRODUCT HEREUNDER SHALL CONSTITUTE A THIRD-PARTY COMPONENT AND MAY HAVE ITS OWN LICENSE AGREEMENT, TERMS OF USE, AND/OR WARRANTY PROVISIONS, AS APPLICABLE, AND POLIMASTER, INC. PROVIDES NO WARRANTY WHATSOEVER FOR THE DEVICE, UNLESS THE DEVICE WAS MANUFACTURED AND SOLD TO YOU BY POLIMASTER, INC. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISKS AND RESPONSIBILITIES ASSOCIATED WITH THE DEVICE, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE DEVICE, INCLUDING WITHOUT LIMITATION ANY COMPATIBILITY ISSUES.

This Agreement is a legal agreement between you, the Licensee, and the Licensor regarding the Product owned by the Licensor and/or its respective affiliates and licensors, as applicable pursuant to a valid license, that you are about to download, have downloaded, or otherwise obtained through other resources or media or through a network in object code form or other related services, including without limitation a) all of the contents of the files, license keys or codes, serial numbers, components, parts, flash drive(s) or other media with which this Agreement is provided (collectively, the “Software”), and related user documentation and explanatory materials or files provided in written, “online” or electronic form (the “Documentation” and together with the Software and updates thereto, the “Product”). For purposes hereof, “you” means the individual person installing or using the Product on his or her own behalf; or, if the Product is being downloaded or installed on behalf of an organization, such as an employer, “you” or “Licensee” means the organization for which the Product is downloaded or installed, and it is represented hereby that such organization has authorized the person accepting this agreement to do so on its behalf. For purposes hereof the term “organization,” without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.

By accessing, storing, loading, installing, executing, displaying, or copying the Product into the memory of a Licensee System, as defined below, or otherwise benefiting from using the functionality of the Product (“Operating”), you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, the Licensor is unwilling to license the Product to you. In such event, you may not Operate or use the Product in any way.

SHOULD YOU WISH TO CONSULT IT IN THE FUTURE, A COPY OF THIS EULA CAN BE FOUND IN THE TERMS AND CONDITIONS SECTION OF THE PRODUCT DOCUMENTATION, AS WELL AS IT IS PUBLISHED AT https://polimaster.us/terms-privacy-policy-us/#polismart-mobile-app-eula (POLISMART® MOBILE APP EULA). THE LICENSOR IS ENTITLED TO AMEND AND REVISE THE TERMS AND CONDITIONS OF THIS EULA AT ITS SOLE DISCRETION FROM TIME TO TIME BY PUBLISHING THE REVISED VERSION OF THIS EULA ON THE ABOVE-MENTIONED WEBSITE.

BEFORE YOU OPERATE THE PRODUCT FOR THE FIRST TIME, PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS STARTING TO OPERATE THE PRODUCT CONSTITUTES YOUR CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. BY OPERATING THE PRODUCT, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT ALLOWED TO OPERATE THE PRODUCT.

1. Proprietary Rights and Non-Disclosure.

1.1. Ownership Rights. You agree that the Product and the authorship, systems, ideas, methods of operation, documentation, and other information contained in the Product, are proprietary intellectual properties and/or the valuable trade secrets of the Licensor and/or its respective affiliates, suppliers and licensors and are protected by civil and criminal law, and by the law of copyright, trade secret, trademark and patent of the United States and other countries and international treaties. You may use the Licensor’s trademarks only insofar as to identify printed output produced by the Product in accordance with accepted trademark practice, including identification of the trademark owner’s name. Such use of any trademark does not give you any rights of ownership in that trademark. The Licensor and/or its respective affiliates, suppliers, and licensors own and retain all right, title, and interest in and to the Product, including without limitations any error corrections, enhancements, Updates, or other modifications to the Software, whether made by the Licensor or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation, or use of the Product does not transfer to you any title to the intellectual property in the Product, and you will not acquire any rights to the Product except as expressly set forth in this Agreement. All copies of the Product made hereunder must contain the same proprietary notices that appear on and in the Product. Except as stated herein, this Agreement does not grant you any intellectual property rights in the Product and you acknowledge that the license granted under this Agreement provides you only with a right of limited use under the terms and conditions of this Agreement.

1.2. Source Code. You acknowledge that the source code for the Product is proprietary to the Licensor and constitutes trade secrets of the Licensor. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover or alter the source code of the Product in any way.

1.3. Confidential Information. You agree that, unless otherwise specifically provided herein or agreed by the Licensor in writing, the Product, including without limitation the specific design and structure of programs and files, the Serial Number, or any other registration code provided to you by the Licensor and/or its authorized resellers or distributors, source code and object code, constitute confidential proprietary information of the Licensor (“Confidential Information”). The fact that the individual elements of the Licensor’s Confidential Information may be in the public domain shall not relieve the Licensee of its confidentiality obligations hereunder unless a specific combination or combinations of elements as disclosed in such Confidential Information is available to the general public. For purposes hereof, “License Key and/or Serial Number” shall mean a unique sequence of digits and/or symbols provided to you by the Licensor confirming the purchase of the license from the Licensor, which may carry the information about the license and the number of permitted users and enabling the full functionality of the Product in accordance with the license granted under this Agreement. You agree not to transfer, copy, disclose, test, provide, or otherwise make available such Confidential Information in any form and via any means, electronic or non-electronic, to any third party or outside of the area of your legal control without the prior written consent of the Licensor. You agree to implement reasonable security measures to protect such Confidential Information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Confidential Information. Any authorized transfers of the Confidential Information constitute an infringement of the Licensor’s copyright and a breach of this Agreement. The Licensor reserves all rights of claims for compensation with respect to damages, including statutory damages and recovery of any attorneys’ fees, arising out of any unauthorized disclosure or transfer of the Confidential Information.

1.4. No Modification. You agree not to modify or alter the Product in any way except as explicitly provided herein. You may not remove or alter any copyright notices or other proprietary notices on any copies of the Product.

2. Grant of License.

2.1. License. The Licensor grants you the following rights (“License”) and you hereby agree and accept such License:

a). Grant of License. Unless otherwise specifically provided herein, upon registration of the Product (online or otherwise) or signing of this Agreement, whether electronically or manually, or starting to operate the Product, you are granted a non-exclusive and non-transferable license to Operate one (1) copy of the Product on one (1) Licensee System as further defined herein, owned during the term of this Agreement, subject to the payment of the applicable fees, if any, and terms and conditions of this Agreement. “Licensee System” shall mean a Device, provided to you by the Licensor or an authorized third party, and operated by you in accordance with this Agreement and applicable license and/or end-user agreements. The Licensor reserves all rights not expressly granted herein. Except as prohibited by applicable law or regulation, you will provide access to the Licensor to your network and/or Licensee System for purposes of the Licensor rendering the services described herein and/or correction of the defects, “bugs” and/or errors, and providing Updates, if any.

b). The Licensee may grant access to the Product to its consultants, employee, and any third party for evaluation purposes only provided that (i) such third party agrees to the terms of this Agreement and becomes subject thereto, and (ii) the Licensor shall not be held liable in any way to the Licensee or any third party for any use or Operation of the Product by the third party, or any damage caused the performance of the Product, including without limitation for the Results (as defined below) from Operating the Product or interpretation of the Results and other information or content received by third party users as a result of Operating the Product. THE LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THE PRODUCT BY THIRD PARTY OR THE RESULTS OBTAINED THEREIN.

2.2. Multiple Environment Product; Multiple Language Product; Dual Media Product; Multiple Copies; Bundles. If the Product supports multiple platforms or languages, if you receive the Product on multiple media, if you otherwise receive multiple copies of the Product, or if you received the Product bundled with other software, the total number of users that may Operate all versions of the Product may not exceed the number of licenses you have obtained from the Licensor. You may not rent, lease, sublicense, lend, or transfer any versions or copies of the Product regardless of whether you use the Product or not.

2.3. Additional Limitations. Notwithstanding anything to the contrary herein, you may not Operate or modify the Product in any way as to form the basis for creating a product that provides the same, or substantially the same, functionality as the Product; and, in the event you are granted permission by the Licensor and develop any modifications, enhancements, derivative works and/or extensions to the Product, either independently or jointly with the Licensor, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith will be the exclusive property of the Licensor. You will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works, and/or extensions to any third party. You will, however, be entitled to use such modifications, enhancements, derivative works, and/or extensions under the terms set forth in this Agreement. You hereby assign all right, title and interest in and to such modifications, enhancements, derivative works, and/or extensions to the Product to the Licensor. You also agree to execute, acknowledge, and deliver to the Licensor all documents and do all things the Licensor deems necessary or desirable, at no cost to but at the Licensor’s expense, to enable the Licensor to obtain and secure such modifications, enhancements, derivative works and/or extensions anywhere in the world. You agree to secure all necessary rights and obligations from relevant employees or third parties in order to satisfy the above obligations.

2.4. Term and Termination. The term of this Agreement (“Term”) shall begin when you download or install the Product or pay the applicable license fees (whichever is earlier) and shall continue until termination of the applicable period specified in the purchase order or product packaging for the Product or invoicing/licensing terms. This Agreement may be also terminated by the Licensor immediately and without notice if you fail to comply with any of your covenants, obligations, or conditions of this Agreement. Without prejudice to any other rights, this Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. Upon any termination or expiration of this Agreement, you must immediately cease use of the Product, return the Product to the Licensor promptly but in no event later than within three (3) days after the termination, or, if requested by the Licensor, destroy all copies of the Product. Upon request from the Licensor, an authorized officer of the Licensee shall certify the Licensee’s compliance with this Section 2.4.

2.5. No Rights Upon Termination. Upon termination of this Agreement you will no longer be authorized to Operate or use the Product in any way, provided however, that you may retain and use the data or information developed by Operating the Product (the “Results”), further provided that nothing herein shall be construed as creating any obligations of the Licensor to the Licensee or any end user with regard to the Results.

2.6. Material Terms and Conditions. You specifically agree that each of the terms and conditions of this Section 2 are material and that failure of you to comply with these terms and conditions shall constitute sufficient cause for the Licensor to immediately terminate this Agreement and the License granted under this Agreement. The presence of this Section 2.6 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party hereto.

3. Restrictions.

3.1. No Transfer. Under no circumstances you shall sell, loan, rent, lease, license, sublicense, publish, display, distribute, assign, or otherwise transfer (“Transfer”) to a third party the Product, any copy thereof, in whole or in part except upon the Licensor’s prior written consent, provided that if such non-waivable right is specifically granted to you under applicable law in your jurisdiction you may transfer your rights under this Agreement permanently to another person or entity, provided that a) you also transfer this Agreement, the Product and all accompanying printed materials, and all other software or hardware bundled or pre-installed with the Product, including all copies and prior versions, to such person or entity; b) retain no copies, including backups and copies stored on a Licensee System; and c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Product. Notwithstanding the foregoing, you may not transfer education, pre-release, or “not for resale” copies of the Product. In no case you may permit third parties to benefit from the use or functionality of the Product via a timesharing, service bureau, or other arrangement, except to the extent such use is specified herein, including access by third parties for evaluation purposes, or in the application price list, purchase order or product packaging for the Product.

3.2. No Transfer of Rights. Except as otherwise specifically provided herein, you may not transfer or assign any of the rights granted to you under this Agreement or any of your obligations pursuant hereto.

3.3. Proprietary Notices and Copies. You may not remove any proprietary notices or labels from the Product. You may not copy the Product except as expressly permitted in Section 2 above.

3.4. Prohibitions. Except as otherwise specifically provided for in this Agreement, you may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or otherwise reduce any party of the Product to human readable form or transfer the licensed Product, or any subset of the licensed Product, nor permit any third party to do so, except to the extent the foregoing restriction is expressly prohibited by applicable law. Notwithstanding the foregoing sentence, decompiling the Software is permitted to the extent the laws of your jurisdiction give you the non-waivable right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that you must first request such information from the Licensor and the Licensor may, in its discretion, either provide such information to you (subject to confidentiality terms) or impose reasonable conditions, including a reasonable fee, on such use of the Software to ensure that the Licensor's and its suppliers’ and/or licensors’ proprietary rights in the Software are protected. You may not modify, or create derivative works based upon the Product in whole or in part. Any such unauthorized use shall result in immediate and automatic termination of this Agreement and the License granted hereunder and may result in criminal and/or civil prosecution. Neither Product’s binary code nor source may be used or reverse-engineered to re-create the program algorithm, which is proprietary, without written permission of the Licensor. All rights not expressly granted here are reserved by the Licensor and/or its suppliers and licensors, as applicable.

3.5. Compliance with Law. You agree that in Operating the Product, you will comply with all applicable international, national, state, regional, and local laws and regulations, including, without limitation, privacy, copyright, sanctions, export control, embargo, and obscenity law.

3.6. License Key/Serial Number File. You may not give away, sell, or otherwise transfer your registration License Key and/or Serial Number File if any License Key and/or Serial Number File have been provided to you by the Licensor, or any copy thereof to a third party. Product’s Key and/or Serial Number Files may not be distributed, except as provided herein, outside of the area of legal control of the person or persons who purchased the original License, without written permission of the Licensor. Doing so will result in an infringement of copyright. The Licensor retains the right of claims for compensation in respect of damage that occurred by your giving away the License Key and/or Serial Number. File or registration code contained therein. This claim shall also extend to all costs which the Licensor, its affiliates, and/or licensors incur in defending themselves.

4. WARRANTIES AND DISCLAIMERS.

4.1. Limited Warranty. The Licensor warrants that for a period equal to the longer of (a) sixty (60) days, (b) a warranty period mandated by applicable law, or (c) an extended warranty period specifically granted by the Licensor, from the earlier of (i) an initial date of starting to operate or (ii) legal acquisition of the Product by Licensee, (the “Warranty Period”) the Product will be free from defects in materials and workmanship and that the Software will perform substantially in accordance with the Documentation or generally conform to the Product’s specifications published by the Licensor,provided however that the Licensor does not warrant nor shall the Licensor be under any circumstances responsible or liable to you for the Device or your interpretation, analysis, decision-making, processing of data or any other information received by you as a result of Operating the Product, or any actions undertaken or abstained from as a result of interpretation of such data or information, and further provided, that you agree to indemnify and hold harmless the Licensor and its affiliates from any third party for any liability, damages and claims arising from your interpretation of data and other information received by you as a result of Operating the Product. Non-substantial variations of performance from the Documentation do not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO TRIAL AND EVALUATION VERSIONS, UPDATES, PRE-RELEASES, TRYOUTS, PRODUCT SAMPLERS, OR NOT-FOR-RESALE (NFR) COPIES OF PRODUCT. To make a warranty claim, you must contact the Licensor during the Warranty Period. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

4.2. Customer Remedies. The Licensor’s and its suppliers’ entire liability and your exclusive remedy for any breach of the foregoing warranty shall be at the Licensor’s option: (i) return of the purchase price paid for the license, if any, (ii) replacement of the defective media in which the Product is contained, or (iii) correction of the defects, “bugs” or errors within a reasonable period of time. Except as prohibited by applicable law or regulation, you will provide access to the Licensor to your network and/or Licensee System for purposes of the Licensor rendering the services described herein and/or correction of the defects, “bugs” and/or errors, and providing Updates, if any. You must return the defective media to the Licensor at your expense with a copy of your receipt. This limited warranty is void if the defect has resulted from accident, abuse, or misapplication. Any replacement media will be warranted for the remainder of the original warranty period. Outside the United States, this remedy may not be available to the extent the Licensor is subject to restrictions under United States export control laws and regulations.

4.3. NO OTHER WARRANTIES. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE PRODUCT IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY WHATSOEVER AND THE LICENSOR MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELATING TO THE PRODUCT OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR PROVIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR THE SELECTION OF THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT. THE LICENSOR MAKES NO WARRANTY THAT THE PRODUCT WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE OR BUGS, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT AND THE ACCOMPANYING WRITTEN MATERIALS OR THE USE THEREOF. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE PRODUCT MAY NOT BE OR BECOME AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD PARTIES. THEREFORE, THE LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. THE LICENSOR DISCLAIMS ANY AND ALL LIABILITY FOR THE LOSS OF DATA DURING ANY COMMUNICATIONS AND ANY LIABILITY ARISING FROM OR RELATED TO ANY FAILURE BY THE LICENSOR TO TRANSMIT ACCURATE OR COMPLETE INFORMATION TO YOU.

4.4. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE PRODUCT AND THE INFORMATION CONTAINED IN OR COMPILED BY THE PRODUCT, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE LICENSOR OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, OR THE INCOMPATIBILITY OF THE PRODUCT WITH ANY HARDWARE SOFTWARE OR USAGE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

5. Indemnification.

This Product is intended for use only with the Device and/or properly licensed media and materials. You agree to use only those materials for which you have the necessary patent, copyright, and other permissions, licenses, and/or clearances. You agree to indemnify, defend and hold harmless the Licensor and its respective officers, directors, employees, agents, successors, and assigns from any and all losses, liabilities, damages and claims, and all related expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) and costs related to, arising from, or in connection with any third-party claim related to, arising from, or in connection with the actual or alleged: (i) infringement by the Licensee (except when such breach is exclusively attributable to the Product) of any third-party intellectual property and/or proprietary right, including, but not limited to, patent, trademark, copyright, trade secret, publicity and/or privacy, (ii) personal injury (including death) or property damage due to the gross negligence or intentional misconduct of the Licensee, (iii) any tax liability arising out of this Agreement (except for Licensor’s income tax), and/or (iv) breach by the Licensee of any of its representations, warranties, obligations, and/or covenants set forth herein.

6. U.S. Government-Restricted Rights and Export Restrictions.

6.1. Notice to U.S. Government End Users. The Product and accompanying Documentation are deemed to be “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” respectively, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights, including any use, modification, reproduction, release, performance, display or disclosure of the Product and accompanying Documentation, as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

6.2. Export Restrictions. You acknowledge and agree that the Product may be subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations of the United States (the “Acts”). You agree and certify that neither the Product nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You may not Operate, download, export, or re-export the Product (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the Consolidated Screening List comprising of export screening lists of the United States Departments of Commerce, State and the Treasury (https://www.trade.gov/consolidated-screening-list). By downloading or using the Product, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws and that the Licensor has no further responsibility for such after the initial license to you. You warrant and represent that neither the U.S. Commerce Department, Bureau of Export Administration nor any other U.S. federal agency has suspended, revoked, or denied your export privileges.

7. Your Information and the Licensor’s Privacy Policy.

7.1. Privacy Policy. By operating the Product, you acknowledge that you read and agree to the Licensor’s privacy policy which is made available to you in connection with the installation and Operation of the Product and services relating thereto and is additionally set forth in full at https://polimaster.us/terms-privacy-policy-us/#polismart-mobile-app-privacy-policy (Polismart® Mobile App Privacy Policy). You hereby expressly consent to the Licensor’s processing of your personal data (which may be collected by the Licensor or its distributors) according to the Licensor’s current privacy policy as of the date of the effectiveness hereof which is incorporated into this Agreement by reference. By entering into this Agreement, you agree that the Licensor may collect and retain information about you, including your name, email address, and credit card information, as applicable. The Licensor employs other companies and individuals to perform certain functions on its behalf. Examples include fulfilling orders, delivering packages, sending postal mail and e-mail, removing repetitive information from customer lists, analyzing data, providing marketing assistance, processing credit card payments, and providing customer service. They have access to personal information needed to perform their functions but may not use it for other purposes. The Licensor publishes the Product privacy policy on its website and may amend such policy from time to time at its sole discretion. You should refer to the Licensor’s privacy policy prior to agreeing to this Agreement for a more detailed explanation of how your information will be stored and used by the Licensor. If “you” are an organization, you will ensure that each member of your organization (including employees and contractors) about whom personal data may be provided to the Licensor has given their express consent to the Licensor’s processing of such personal data. Personal data will be processed by the Licensor or its distributors in the country where it was collected, and possibly in the United States. United States laws regarding the processing of personal data may be less or more stringent than the laws in your jurisdiction.

7.2. Public Announcements. The Licensor may identify you to the public as a customer of the Licensor and describe in a customer case study the services and solutions delivered by the Licensor to you. The Licensor may also issue one or more press releases, containing an announcement of the execution and delivery of this Agreement and/or the implementation of the Product by you. Nothing contained in this Section 7.2 shall be construed as an obligation by you to disclose any of your proprietary or confidential information to any third party. In addition, you may opt-out from this Section 7.2 by writing an opt-out request to the Licensor at info@polimaster.us.

8. Miscellaneous.

8.1. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia, USA without reference to conflicts of law rules and principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed and excluded. The courts within Fairfax County, Commonwealth of Virginia shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. You agree that this Agreement is to be performed in the USA and that any action, dispute, controversy, or claim that may be instituted based on this Agreement, or arising out of or related to this Agreement or any alleged breach thereof, shall be prosecuted exclusively in the courts of the Commonwealth of Virginia and you, to the extent permitted by applicable law, hereby waive the right to change venue to any other state, county, district or jurisdiction; provided, however, that the Licensor as claimant shall be entitled to initiate proceedings in any court of competent jurisdiction.

8.2. Period for Bringing Actions. No action, regardless of form, arising out of the transactions under this Agreement, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of intellectual property rights may be brought within the maximum applicable statutory period.

8.3. Entire Agreement; Severability; No Waiver. This Agreement is the entire agreement between you and the Licensor and supersedes any other prior agreements, proposals, communications, or advertising, oral or written, with respect to the Product or to the subject matter of this Agreement. You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, such provision will be more narrowly construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent. No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of the Licensor provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach. The Licensor’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

8.4. Contact Information. Should you have any questions concerning this Agreement, or if you desire to contact the Licensor for any reason, please contact our Customer Service Department at info@polimaster.us.

© 2006-2024 Polimaster Inc. and its licensors. All rights reserved. The Product, including the Software and any accompanying Documentation, are copyrighted and protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Polimaster®, PM1703®, RadFlash®, Polismart®, and/or PoliPack™ are trademarks and/or registered trademarks of Polimaster Inc. and/or its licensors.

POLIMASTER, INC.
POLISMART® MOBILE APPLICATION
PRIVACY POLICY
(Last revised on October 3, 2024)

I. Introduction

Polimaster Inc. and our affiliates (“Polimaster”, “Company”, or “We”) respect your privacy and are committed to protecting it through our compliance with this policy. This policy describes:

• The types of information we may collect or that you may provide when you purchase, download, install, register with, access, use, or otherwise operate the Polismart® Mobile Application Software (the "App").
• Our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies only to information we collect in this App and in email, text, and other electronic communications sent through or in connection with this App.

This policy DOES NOT apply to information that:

• We collect offline or on any other Company apps or websites, including websites you may access through this App, and
• You provide to or is collected by any third party (see Section 3.5 “Third-Party Information Collection” for more information).

Our websites and apps and these other third parties may have their own privacy policies, which we encourage you to read before providing information on or through them.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, do not download, register with, or use this App. By downloading, registering with, or using this App, you agree to this privacy policy. This policy may change from time to time (see Section X “Changes to Our Privacy Policy” for more information). Your continued use of this App after we revise this policy means you accept those changes, so please check the policy periodically for updates.

II. Children Under the Age of 16

The App is not intended for children under 16 years of age, and we do not knowingly collect personal information from children under 16. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us at info@polimaster.us.

California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Section VIII “Your State Privacy Rights” for more information.

III. Information We Collect and How We Collect It

3.1. General definitions and types of information

We collect several types of information from and about users of the App, including information:

• By which you may be personally identified, such as name, postal address, email address, telephone number, or any other identifier by which you may be contacted online or offline ("personal information");
• That is about you but individually does not identify you, such as location data (for example the location data function on a mobile phone), an Internet Protocol (IP) address, time and date when the App was used, the amount of time spent on the App; and/or
• About your internet connection and usage details (including without limitation type of your device used in connection with the App, the type of your operating system - Apple iOS or Android, your operating system version, etc.).

We collect information from and about users of our App:

• Directly from you when you provide it to us: for example, when you request technical/customer support from us and/or when you, at your sole discretion, upload your data to the RadResponder (as further defined) server.
• Automatically when you use the App.

3.2. Information You Provide to Us

When you download, register with, or use this App, we may ask you to provide information:

• By which you may be personally identified, such as name, postal address, email address, telephone number or any other identifier by which you may be contacted online or offline ("personal information").
• That is about you but individually does not identify you, such as location data (for example the location data function on a mobile phone), an Internet Protocol (IP) address, time and date when the App was used, and the amount of time spent on the App.

This information also includes:

• Information that you provide by filling in forms in the App, on our website, over the phone, or via email. This includes information provided at the time of registering to use the App, subscribing to the RadResponder portal service, posting or uploading materials, and/or requesting further services. We may also ask you for information when you report a problem with the App.
• Records and copies of your correspondence (including email addresses and phone numbers), if you contact us.
• Your responses to surveys that we might ask you to complete for research purposes.
• Details of transactions you carry out with respect to the App and of the fulfillment of your orders. You may be required to provide financial information before placing an order with respect to the App.
• You may also provide information for publication or display ("Posted") on public areas of the App (collectively, "User Contributions"). Your User Contributions are Posted and transmitted to others at your own risk. Although you may set certain privacy settings for such information by logging into your account profile, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of third parties with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

3.3. Automatic Information Collection and Tracking

When you download, access, use, and operate the App, it may use technology to automatically collect:

• Usage Details. When you access and use the App, we may automatically collect certain details of your access to and use of the App, including traffic data, location data, logs, and other communication data and the resources that you access and use on or through the App.
• Device Information. We may collect information about your mobile device and internet connection, including the device's model and hardware information, IP address, operating system type, date, and time.
• Stored Information and Files. The App also may access metadata and other information associated with other files stored on your device. This includes, for example, photographs, provided however that only you can manually add photos to a real-time measurement taken during the use of the App.
• Location Information. This App collects real-time information about the location of your device. In particular, the App makes measurements linked to a certain current location. Such location information can be later sent to the RadResponder portal if you activate this function.

If you do not want us to collect this information do not download the App or delete it from your device or, with respect to your personal information, you may opt-out at any time by following the instructions set forth in Section VI “Your Choices About Our Collection, Use, and Disclosure of Your Information”. Note, however, that opting out of the App's collection of location information will disable the App and prevent you from using the App.

3.4. Information Collection and Tracking Technologies

The technologies we use for automatic information collection may include:

• Cookies (or mobile cookies). A cookie is a small file placed on your smartphone. It may be possible to refuse to accept mobile cookies by activating the appropriate setting on your smartphone. However, if you select this setting you may be unable to access certain parts of our App.
• Web Beacons. Pages of the App and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related app statistics (for example, recording the popularity of certain app content and verifying system and server integrity).
• Crashlytics® Tool. The App uses the Crashlytics® tool to collect the App real-time errors. Such errors are sent later to us and our third-party service providers for further analysis.
• Google Maps™. Google Maps™ API was used to develop this App in order to display maps and location information for measurements made by users.

3.5. Third-Party Information Collection

When you use the App or its content, certain third parties may use automatic information collection technologies to collect information about you or your device. These third parties may include:

• Analytics companies (including without limitation the Crashlytics® tool service company).
• Your mobile device manufacturer.
• Your mobile service provider.
• Google Maps™ used in this App and the RadResponder portal server may collect, inter alia, your location data. “RadResponder” is a program of the U.S. Department of Homeland Security (DHS), Federal Emergency Management Agency (FEMA), Chemical, Biological, Radiological, and Nuclear Office (CBRN), which constitutes a free web-based platform that standardizes how all federal, state, local, tribal, and territorial disaster response organizations collect, store, use, and manage radiological data following a disaster or manmade event.

These third parties may use tracking technologies to collect information about you when you use this App. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites, apps, and other online services websites. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly.

IV. How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information, to:

• Provide you with the App and its contents, and any other information, products, or services that you request from us.
• Fulfill any other purpose for which you provide it.
• Give you notices about your account/subscription, including expiration and renewal notices.
• Carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
• Notify you when App updates are available, and of changes to any products or services we offer or provide through it.

The usage information we collect helps us to improve our App and to deliver a better and more personalized experience by enabling us to:

• Estimate our audience size and usage patterns.
• Store information about your preferences, allowing us to customize our App according to your individual interests.
• Speed up your searches.
• Recognize you when you use the App.

We use location information we collect to enable the App to connect to Bluetooth and Google Maps™, as well as to link your measurements to a certain location and send such information to RadResponder at your request.

V. Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

In addition, we may disclose personal information that we collect or you provide:

• To our subsidiaries and affiliates.
• To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
• To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of the Company's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by the Company our App users is among the assets transferred.
• To fulfill the purpose for which you provide it.
• For any other purpose disclosed by us when you provide the information.
• With your consent.
• To comply with any court order, law, or legal process, including responding to any government or regulatory request.
• To enforce our rights arising from any contracts entered into between you and us, including the App EULA and terms of sale published at https://polimaster.us/terms-privacy-policy-us/, and for billing and collection.
• If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

VI. Your Choices About Our Collection, Use, and Disclosure of Your Information

We strive to provide you with choices regarding the personal information you provide to us. This section describes mechanisms we provide for you to control certain uses and disclosures of your information.

• Location Information. You cannot choose whether or not to allow the App to collect and use real-time information about your device's location because this is one of the essential functions of the App. If available based on your wireless GPS satellite connection and/or if you upload data previously collected offline, your measurements are linked to the location information, which is collected automatically pursuant to measurement protocols and stored in your local (mobile phone) database. If you block the use of location information, the App becomes inaccessible or stops functioning properly.
• Targeted Advertising by the Company. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target audience preferences, you can opt out by sending your request to info@polimaster.us.
• No Disclosure of Your Information for Third-Party Advertising and Marketing. We do not share your personal information with unaffiliated or non-agent third parties for advertising and marketing purposes.

We do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.

Residents in certain states, such as California, may have additional personal information rights and choices. Please see Section VIII Your State Privacy Rights for more information.

VII. Accessing and Correcting Your Personal Information]

You may send us an email at info@polimaster.us to request access to, correct, or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

If you delete your User Contributions from the App, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other App users.

Residents of certain states, such as California, Nevada, Colorado, Connecticut, Virginia, and Utah may have additional personal information rights and choices. Please see below Section VIII “Your State Privacy Rights” for more information.

VIII. Your State Privacy Rights

State consumer privacy laws may provide their residents with additional rights regarding our use of their personal information. To learn more about California residents' privacy rights, visit https://oag.ca.gov/privacy/ccpa. California's "Shine the Light" law (Civil Code Section § 1798.83) permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to info@polimaster.us.

Colorado, Connecticut, Virginia, and Utah each provide their state residents with rights to:

• Confirm whether we process their personal information.
• Access and delete certain personal information.
• Data portability.
• Opt-out of personal data processing for targeted advertising and sales.
• Colorado, Connecticut, and Virginia also provide their state residents with rights to:
• Correct inaccuracies in their personal information, taking into account the information's nature processing purpose.
• Opt-out of profiling in furtherance of decisions that produce legal or similarly significant effects.

To exercise any of these rights please contact us at any other time by sending an email stating your request to info@polimaster.us.

Nevada provides its residents with a limited right to opt-out of certain personal information sales. Residents who wish to exercise this sale opt-out rights may submit a request to this designated address: info@polimaster.us. However, please know we do not currently sell data triggering that statute's opt-out requirements.

IX. Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depend on you. Where we have given you (or where you have chosen) a password for access to certain parts of our App, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the App like message boards. The information you share in public areas may be viewed by any user of the App.

Unfortunately, the transmission of information via the Internet and mobile platforms is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our App. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures we provide.

X. Changes to Our Privacy Policy

We may update our privacy policy from time to time. If we make material changes to how we treat our users' personal information, we will post the new privacy policy on this page https://polimaster.us/terms-privacy-policy-us/#polismart-mobile-app-privacy-policy. The date the privacy policy was last revised is identified at the top of the page. You are responsible for periodically visiting this privacy policy to check for any changes.

XI. Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at:
Polimaster Inc.
45645 Willowpond Plaza, Suite 100
Sterling, Virginia 20164
Email: info@polimaster.us
Phone: (703) 525-5075
or via our toll-free number:
+1 866 560-7654(POLI)

To register a complaint or concern, please contact us at:
Polimaster Inc.
Legal Department
45645 Willowpond Plaza, Suite 100
Sterling, Virginia 20164
Email: legal@polimaster.us.

XII. Additional Information for non-US Residents

IMPORTANT NOTICE: This privacy policy originates from and regulates the App predominantly operated in the United States, which has different data protection laws from those of other nations, particularly member nations in the European Union. Due to differing laws and legal practice, be aware that law enforcement agencies in the United States may have access to your personal information when allowed under applicable law of the United States.

As the Internet is a global environment, collecting and processing personal information may involve the transmission of this data internationally, including into and/or outside of the United States. Therefore, by downloading, using, and operating our App and/or communicating electronically with us, you acknowledge and consent to your data being processed in this way and to our collecting, transmitting, and storing your personal information out of the country in which you reside.

Specifically, if you are located outside of the United States, please be aware that by downloading, using, and operating the App, your personal information may be transferred to the United States or other third countries, the privacy laws of which may be deemed by your country to have inadequate data protection. If you are located outside of the United States and voluntarily submit personal information to us, you thereby consent to the general use of such information as provided in this Privacy Policy and to transfer of that information to, and/or storage of that information in, the United States or other third countries.

If you reside in the European Union, you have certain rights under the European Data Protection Regulation (“GDPR”), including:

• the right to be informed of the personal information we collect and how we process that data;
• the rights to request access to your personal information;
• the right to request inaccurate personal information be rectified or completed, if incomplete;
• the right to request the erasure of your personal information;
• the right to restrict the processing or use of your personal information;
• the right to obtain and reuse your personal information for your own purpose;
• the right to object to our processing or transferring your personal information; and
• the right to file a complaint with a supervisor authority under the GDPR.

We have a legitimate interest in collecting and processing your information for the purposes we have outlined in this Privacy Policy so that we can optimize your experience with the App. We retain and store your personal information only for as long as we have a legitimate business purpose to do so and in accordance with this Privacy Policy.

In response to receiving a request for one of the rights set forth above directed at legal@polimaster.us, Polimaster will timely comply with the request within the time periods set forth in the GDPR for each right. Several of the above rights are not absolute and apply only in certain circumstances. Polimaster will comply with requests for those rights as set forth in the GDPR. We are intent on resolving any issues relating to our handling of your personal information, and you may contact us at any time regarding any questions or concerns.

Trademarks Notice: Polimaster® and Polismart® are registered trademarks of Polimaster, Inc. and/or its licensors. Google Maps™ and Crashlytics® are trademarks and/or registered trademarks of Google LLC.