RealSing Certification Terms & Conditions:

  1. USER OBLIGATIONS. User agrees to abide by all applicable laws, rules and regulations (including without limitation, the Principles) that govern its use of the RealSing Icon. User also represents that the person executing this Agreement on behalf of User has the full legal authority to bind User and that User will, at all times, provide true, accurate, current, and complete information when submitting information or materials to RealSing, including, without limitation, when User provides information via any certification form. User covenants to RealSing that it has and will continue to undertake all action(s) necessary to enter into and fully perform its obligations under this Agreement, and User acknowledges and permits RealSing to monitor and audit User's compliance with these provisions, as the same may be amended and updated from time to time, in order to ensure User's compliance and satisfaction.

  2. PROPRIETARY RIGHTS. As between RealSing and User, the parties agree RealSing is the sole and exclusive owner of all right, title, and interest in and to the RealSing Icon and its related logos, designs, and materials. The RealSing Icon and any related logos, designs, and materials are the trademarks of RealSing and any and all copyrights in such matter are owned by RealSing. Accordingly, User acknowledges and agrees that except as provided herein, the provisions of this Agreement do not convey to User any right, title or ownership interest of any kind in or to the RealSing Icon. Use of the RealSing Icon hereunder and any goodwill associated therewith shall inure solely to RealSing.  User shall not utilize the RealSing Icon in any manner that interferes with, tarnishes, or diminishes the value or good will of the RealSing Icon or otherwise harms the reputation of RealSing. User agrees that it shall in no way contest or deny the validity of, or the right or title of RealSing in or to the RealSing Icon and shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. RealSing shall have the exclusive worldwide right to file and prosecute trademark applications, certification mark applications, renewals, or other documentation regarding the RealSing Icon, and User shall not take any action inconsistent with this right or which relates, directly or indirectly, to the registration of the RealSing Icon (or any part thereof) with any trademark office, domain name registrar, service provider, or governmental authority. User agrees to, promptly notify RealSing in writing of any of the following promptly after becoming aware of any infringement, dilution, and/or unauthorized use of the RealSing Icon and any violation of any right or certification granted to User under this Agreement. RealSing and/or its designee shall have the sole right to enforce any right, bring any proceeding, claim, or defense, or otherwise settle any claim for any infringement, dilution, or unfair competition relating to the RealSing Icon. In the event that the RealSing Icon is adjudicated in any suit or proceeding to infringe the intellectual property rights of any third party, or in the event that RealSing reasonably believes that it is likely that the RealSing Icon will be found to infringe, dilute, or constitute a misappropriation, or likely to be enjoined, RealSing reserves the right to instruct User to immediately cease using the RealSing Icon at issue and User agrees that, upon receiving any such instruction from RealSing, User will immediately cease all use thereof. User acknowledges and agrees that RealSing shall have no liability for the cessation of use of any the RealSing Icon in accordance with this provision.

  3. USAGE GUIDELINES & APPROVAL. User shall use the RealSing Icon in accordance with any usage guidelines provided by RealSing, including, without limitation, any notice requirements set forth therein, and in a manner that reflects positively at all times on RealSing and the RealSing Icon. The RealSing Icon must be displayed in the official colors and format and in the same form as presented by RealSing. User's placement or use of the RealSing Icon shall be in a manner that solely communicates User's certification and adherence to the Principles, but in no event shall such use of the User Icon suggest or imply (i) a mischaracterization of the relationship with RealSing or (ii) RealSing's promotion or endorsement of any product, service, program, cause, campaign, website, or information, unless the User has procured RealSing's separately provided written consent for such use. As condition of certification, User acknowledges and agrees that RealSing, or any third party RealSing designates or reasonably deems necessary to act on its behalf, has the right to monitor User's use of the RealSing Icon and ensure compliance with the Principles and this Agreement. Nothing herein, however, is either a representation or a warranty by RealSing that User's products or services (or any portion thereof) complies with applicable federal, state, and local laws, rules, orders or regulations.

  4. CONFIDENTIALITY. User acknowledges and agrees that in connection with this Agreement and use of RealSing Icon, User may receive or gain access to certain confidential, proprietary, or sensitive information of RealSing and/or its licensors and suppliers, including, without limitation, information concerning pricing and marketing (the "Confidential Information"). Confidential Information shall not include any information that (i) was in the public domain at the time it was communicated; (ii) entered the public domain through no fault of recipient subsequent to the time it was communicated; (iii) was in the recipient's possession free of any obligation of confidence at the time it was disclosed; or (iv) was disclosed to the recipient by a third party who was free of any obligation of confidence. User agrees to secure, protect and prevent the disclosure of RealSing's Confidential Information to any third party, and User agrees that it shall employ at least as great a degree of care as User uses to maintain the confidentiality of its own confidential information of a similar nature, but in no event using less than reasonable efforts. User therefore shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement. In addition, User may not disclose this Agreement and/or its terms to any third party, except as User may reasonably be required to enforce the terms of this Agreement, and/or to User's attorneys or accountants or as otherwise required by law, subject in all cases to any permitted third party or person being under the same obligation to keep the information confidential as called for in this Agreement. These restrictions do not apply to Confidential Information which User (i) discloses in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order, and only if User first notifies RealSing of the order and permits RealSing to seek an appropriate protective order or move to quash or limit such order; or (ii) discloses with written permission of RealSing, in compliance with any terms or conditions set by RealSing regarding such disclosure.

  5. FEES AND EXPENSES. User agrees to pay RealSing, on a timely basis, the applicable fees for use of the RealSing Icon. User shall otherwise bear its own costs and expenses incurred in connection with its compliance of the terms and conditions set forth herein. Additional notices, terms, and conditions provided at the RealSing Site may apply to the payment of fees or registration with RealSing, all of which are made a part of this Agreement by this reference, and User agrees to abide by such notices, terms, and conditions. Fees may vary for certification and the right to use the RealSing Icon. Any and all fees associated with the RealSing Icon shall be due and payable in full and in advance of any use by the User of the RealSing Icon. If any payment required by this Agreement has not been received by RealSing as of the deadline for payment as established by this Agreement, late charges shall be assessed on all past-due amounts at a monthly rate equal to one and one half percent (1.5%) of the amount outstanding for every day that such amount is past due. User shall also be responsible for reasonable outside counsel fees and court costs incurred by RealSing in enforcing this Agreement and collections activities. In addition, User acknowledges and agrees that all fees are non-refundable, shall not be pro-rated in the event of any termination, and are exclusive of any Internet, sales, use, value-added, excise, and other associated taxes, which shall be borne and paid by User as applicable, excluding taxes based on RealSing's net income. All payments shall be made in U.S. Dollars. RealSing reserves the right to change any fee or payment term at any time and for any reason. RealSing agrees to provide at least thirty (30) days prior written notice of any such change.

  6. TERM & TERMINATION.

    (b) Termination for Breach. This Agreement will terminate automatically if User fails to pay any amount owed to RealSing in a timely manner or fails comply with any of the terms and conditions described herein, with termination effective without notice. User acknowledges and agrees that RealSing will have the sole right to determine in its reasonable discretion whether User has engaged in any activity that violates any term or condition of this Agreement.

    (c) Termination for Convenience. User may also terminate this Agreement at any time by notifying RealSing in writing and ceasing all use of the RealSing Icon.

    (d) Effect of Termination. Upon termination of this Agreement, the right to use the RealSing Icon granted herein will immediately terminate and User shall immediately cease all use of the RealSing Icon, remove the RealSing Icon from all materials (electronic or printed), and otherwise destroy or delete all materials displaying, incorporating or depicting the RealSing Icon. RealSing shall also not be responsible or liable for any damages or loss, such as loss of sales or profits, as a result of any termination of this Agreement in accordance with this section. In addition to the "Miscellaneous" section below, the provisions concerning proprietary rights, indemnity, warranty disclaimer, limitation of liability, termination, and governing law will survive the termination of this Agreement.

  7. WARRANTY DISCLAIMER. the RealSing Icon IS PROVIDED "AS IS" AND "AS AVAILABLE," AND RealSing HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. RealSing DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USER'S USE, OF the RealSing Icon.

  8. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER AN ACTION IS BASED UPON CONTRACT, TORT, OR OTHERWISE. NOTWITHSTANDING THE FOLLOWING INDEMNIFICATION OBLIGATION, RealSing SHALL ALSO HAVE NO LIABILITY UNDER THIS AGREEMENT FOR USER'S PRODUCTS OR SERVICES OR THEIR QUALITY, PRICE, METHOD OF SALE, OR DISTRIBUTION. MOREOVER, EXCEPT WITH RESPECT TO USER’S INDEMNITY OBLIGATIONS HEREUNDER, EACH PARTY'S ENTIRE LIABILITY FOR ANY AND ALL CLAIMS SHALL BE LIMITED TO THE AMOUNT PAID OR PAYABLE TO RealSing UNDER THIS AGREEMENT OVER THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION ARE A BARGAINED-FOR EXCHANGE AND A MATERIAL CONDITION AND PREMISE OF THIS AGREEMENT FOR THE USE OF the RealSing Icon.

  9. INDEMNITY. User agrees to defend, indemnify, and hold harmless RealSing and its members, affiliates, employees, agents, directors, officers, attorneys, contractors, agents, successors, and assigns from and against any and all third party claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable outside counsel fees and litigation expenses), relating to or arising from (i) User's use of the RealSing Icon in violation of the terms of this Agreement, or (ii) any breach by User of this Agreement, including, without limitation, of any warranties provided herein. User shall bear full responsibility for all of the foregoing claims for which it is responsible; provided however, that (i) User shall keep RealSing informed of, and consult with RealSing in connection with the progress of each claim; and (ii) User shall not have any right, without RealSing's prior written consent, to settle any claim if such settlement arises from or is part of any criminal action, suit, or proceeding, or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of RealSing and/or any of its affiliates. Notwithstanding any of the foregoing, RealSing shall have the right, in its absolute discretion, to employ attorneys of its own choice and to institute or defend any claim.

  10. GOVERNING LAW. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the state of California without regard to conflict of laws provisions thereof. All actions or claims related to or associated with this Agreement will be brought solely in the federal or state courts in Los Angeles, California and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts. In any action to enforce rights or obligations under this Agreement, the prevailing party shall be entitled to recover costs and reasonable attorneys’ fees. User acknowledges that any breach, threatened or actual, of this Agreement may cause irreparable injury to RealSing, such injury would not be quantifiable in monetary damages, and RealSing would not have an adequate remedy at law. User therefore agrees that RealSing shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of User's obligations under any provision of this Agreement. Accordingly, User hereby waives any requirement that RealSing or its licensors or suppliers post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to RealSing to enforce any provision of this Agreement. Moreover, User acknowledges that RealSing makes no representation that use of the RealSing Icon or compliance with the Principles is appropriate or legally acceptable in other locations outside the United States. User uses the RealSing Icon on User's own volition and is responsible for compliance with all applicable local laws governing privacy, trade, and information security.

  11. MISCELLANEOUS. This Agreement sets forth the entire agreement between User and RealSing with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between User and RealSing with respect to the RealSing Icon. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance. If any provision or any portion of this Agreement is construed to be illegal, invalid or unenforceable, such provision or portion thereof shall be deemed stricken and deleted from this Agreement to the same extent and effect as if it were never incorporated herein, but all other provisions of this Agreement and the remaining portion of any provision that is construed to be illegal, invalid or unenforceable in part shall continue in full force and effect. Headings are convenience only and have no legal or contractual effect. User and RealSing are independent contractors. No joint venture, partnership, employment, or agency relationship exists between User and RealSing as result of this Agreement. User may not assign or otherwise transfer this Agreement to any third party and any purported assignment shall be void and without effect.