TAGDENTIFY, INC TERMS AND CONDITIONS OF PRODUCT AND SERVICE

 

The term "Seller", “Service Provider” means TAGDENTIFY, Inc., and/or its present and future subsidiaries. The term "Buyer" means the third party purchase product and service. No legally binding relationship amongst Seller and Buyer will emerge until such time as Buyer has put in a request which has been acknowledged by Seller. Stenographic and administrative mistakes are liable to amendment.

 

TAGDENTIFY Incorporation is registered in the State of Delaware and located at 2035 Sunset Lake Rd. Suite B-2, Newark, DE 19702.

 

TAGDENTIFY is an authentication hardware and software platform allowing manufacturers to issue and assign a unique tag and encrypted data to verify identity of products. Authentication of products shall be in conjunction with good condition of manufacture and retail, and Seller’s platform shall not be the sole responsible of authentication of products. Seller is not responsible for any damage due to misuse or alternation by any other parties.

 

SCOPE AND ACCEPTANCE. The terms and conditions contained herein, and as changed by Seller, apply to Seller’s quotations and purchase orders placed by Buyer or Seller. These terms and conditions may in some cases conflict with part of the terms and conditions on Buyer's form of purchase order or otherwise specified by the Buyer or these terms and conditions may cover matters not addressed in Buyer’s documentation. Therefore, acceptance of the Buyer's order is made only on the express understanding and condition that extends to the terms and conditions of this acceptance conflict with any terms and conditions of the Buyer’s order or cover matters not addressed in Buyer’s documentation, Seller’s terms and conditions govern, irrespective of whether the Buyer accepts these conditions by a written acknowledgment, by implication, or by acceptance and payment for goods ordered. Seller's failure to object to provisions contained in any communication from Buyer will not be deemed a waiver of the provisions of this acceptance. Any changes from the terms and conditions of sale contained herein must be specifically agreed to in writing by an authorized officer of Seller before becoming binding on the Seller. All orders or contracts must be approved and accepted by the Seller. From time to time, Seller may accept certain of Buyer’s terms and conditions of sale by signing Buyer’s proposed sale agreement. If such acceptance is preceded or accompanied by Seller’s interpretation of Buyer’s terms and conditions, such interpretation shall control the construction or interpretation of the meaning of Buyer’s terms and conditions. Use of the mobile application implies acceptance of these general conditions of use. These conditions are available from Google Play Store and on the website. The Service Provider reserves the right to modify these conditions in accordance with its needs, the development of its business or changes in standards.

 

PRICE. Irrespective of any prices quoted by Seller or listed on Buyer's order, an order is accepted only at the prices shown on Seller's acknowledgment. Prices listed on Seller's acknowledgment are firm and not subject to audit or price redetermination or renegotiation, except that at Seller's sole discretion any and all prices are subject to adjustment. Access and reasonable use of the software application is free within reasonable usage. Orders are subject to all of Seller's Standard Terms and Conditions printed below.

 

PAYMENT. Unless expressly specified otherwise on the Seller's sales confirmation, where Seller has extended credit to Buyer, terms of payment shall be net 15 days from the date of Seller's invoice. All payments shall be in U.S. Dollars unless otherwise agreed in writing. If Buyer fails to make payment for goods delivered as herein provided, or if, in Seller's opinion, a change in Buyer’s financial condition or other circumstances has created reasonable concerns as to Buyer’s credit worthiness, Seller may at any time limit or cancel the credit of Buyer as to time and amount. On any order on which credit is not extended by Seller, shipment or delivery shall be made at Seller's election. Payment must be made for the goods without regard to whether Buyer has made or will make any inspection of the goods.

 

INSPECTION. Buyer shall notify Seller upon receipt of goods of all discoverable defects, including quantity shortages, incorrect product, and visible defects, but no later than 30 days of receipt. No return of goods will be accepted by Seller without a Return Material Authorization (“RMA”) Number and returned goods must be in original manufacturer’s shipping cartons complete with all packing materials. In the event that Buyer does not either complete final inspection and accept the goods or present a rejection notice to Seller in writing within 30 days of delivery, the goods shall be conclusively deemed accepted. Buyer's inspection and/or acceptance tests shall not exceed the inspection and / or test procedures customary in the industry for the goods furnished and is at Buyer's expense.

 

LICENSE. Goods or any parts thereof sold hereunder may be protected by intellectual property rights of Seller, including, but not limited to, rights under issued and pending patents, mask work rights, copyright rights, trademark rights and trade secret rights. Neither the sale of goods or any parts thereof hereunder nor the provision by Seller of any supporting or related documentation, technical information or advice shall confer on Buyer any license, express or implied, under any intellectual property rights of Seller covering or related to (i) apparatus or circuits in which the goods or parts thereof may be used; (ii) a process, machine, use or application in connection with which the goods or parts hereof may be used; (iii) the process of their manufacturer; or (iv) a combination in which the goods or parts hereof may be used.

 

TAX. Any tax or government charge by any federal, state or municipal government applicable to the goods sold hereunder now imposed or hereafter becoming effective during the term of any contract made hereunder, except for Seller’s franchise taxes and taxes on Seller’s net income, shall be added by Seller to the sales price where Seller has the legal obligation to collect or pay same, and shall be paid by Buyer unless Buyer provides Seller with a proper tax-exemption certificate. Buyer shall pay any duties, levies, taxes, brokerage fees or customs fees imposed in the Buyer's country to shipments made under this contract.

 

DELIVERY. Seller shall send to Buyer specified location or make the goods available at its shipping dock for pickup by Buyer or Buyer’s designee, unless otherwise agreed, and Buyer shall be responsible for all shipping charges.

 

DELIVERY SCHEDULE. Buyer understands that any delivery schedule set forth herein or in any subsequent order or release is estimated only and is presented in good faith by Seller.

 

CANCELLATION. No cancellations or reschedules will be accepted after the day, which is 45 days prior to the earliest requested ship date. All cancellations and reschedules of orders by the Buyer between 45 and 89 days prior to the earliest requested ship date shall result in a charge to Buyer to be reasonably determined by the Seller based on such factors as whether the product was manufactured specifically for Buyer, Seller's ability to change its production schedule within the period of the notice provided by Buyer, whether Seller acquired or allocated particular supplies or equipment to meet Buyer's order, etc.

 

SOFTWARE. “Software” as used herein means goods that are software, including, without limitation, software embedded in Seller goods, standalone software and downloadable software. Customer acknowledges that such software is proprietary, copyrighted and may be protected by patents. All Software is licensed to use for Buyer, subject to a license agreement, and title to Software remains with the applicable licensor(s). Buyer agrees to be bound by such license agreement in addition to these terms and conditions of sale. Buyer shall not duplicate, disassemble, decompile, reverse engineer, modify, create derivative works, or otherwise change Software or its form except to the extent it is permitted by law. Software incorporated in or packaged with Seller hardware goods shall be used solely by Buyer for the use of the hardware goods as authorized by Seller, and Buyer shall have no other rights with respect to such Software.

 

FORCE MAJEURE. Seller shall not be liable for delay in performance or failure to perform in whole or in part the terms of this Agreement due to causes beyond the reasonable control of Seller, including, without limitation, strike, labor disputes, shortages of material, war, riot or civil commotion, acts of the public enemy, insurrection, sabotage, or fire, flood or other acts of God. The period for performance for the party affected by such a cause shall be extended by the duration of the condition, provided, however, if any such delay shall continue for more than 120 days from the start of the cause of delay, the quantities undelivered during such period of delay or to be delivered, may be canceled at Seller's election without liability of Seller to Buyer by written notice to Buyer at any time.

 

MODIFICATION OF STANDARD TERMS AND CONDITIONS. No addition to or modification of any of the provisions herein or upon the face or reverse of any order shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller located in San Jose, California, U.S.A.

 

LAW. This Agreement is governed by and construed under the laws of the State of California and the United States without regard to conflicts of laws’ provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. The sole jurisdiction and venue for actions related to the subject matter hereof is the state and U.S. federal courts in the State of Delaware, U.S.A.

 

USE OF SELLER’S GOODS IN CRITICAL APPLICATIONS. Goods sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications.

 

RELATIONSHIP OF PARTIES. Seller and Buyer expressly understand and agree that Buyer is an independent contractor in the performance of each and every part of this order, is solely responsible for its own organization.

 

CHANGES TO SPECIFICATIONS. Seller reserves the right to change the specifications of any goods (including all statements and data appearing in Seller's catalogs, data sheets and advertisements) without notice. If such changes to specifications are made, Seller assumes no obligation to provide the change on goods previously purchased or to continue to supply discounted goods. Seller may substitute goods manufactured to such modified specifications for those specified herein provided such goods substantially conform to the order or contract.

 

PROPRIETARY DATA. Buyer agrees not to use or disclose drawings, specifications, technical information or other data furnished by Seller and identified by Seller as confidential or proprietary data without the prior written consent of Seller. Buyer agrees and acknowledges that any improvement or modification to such confidential or proprietary data shall be the sole property of Seller, regardless of whether any such improvement or modification was the creation of Buyer. Buyer further agrees to use all appropriate copyright and proprietary notices on all goods delivered hereunder regardless of their intended use. Buyer recognizes that such proprietary data is unique and consents to the remedy of injunction in addition to damages for violation of the terms of this provision.

 

TOOLING. Unless otherwise expressly agreed in writing, Seller retains rights and title to and possession of any tooling, drawings, mask sets, tapes, fixtures, original documentation and intellectual property used in the furnishing of goods.

 

GENERAL. In the event of the appointment of a trustee, receiver, or liquidator for all or a portion of Buyer's property, Buyer's insolvency, or any voluntary or involuntary petition in bankruptcy by or against Buyer, Seller may terminate any order without further obligation or liability of Seller to Buyer.

 

In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.