GLOBAL INSPECTIONS GROUP INC.

Terms and Conditions

Effective date: 21 May 2026

Last updated: 21 May 2026

These Terms and Conditions (“Terms”) are a binding legal agreement between you (“you”, “your”, or “User”) and Global Inspections Group Inc., a corporation incorporated under the laws of the State of Delaware, United States (“GIG”, “we”, “us”, or “our”), governing your access to and use of our websites, mobile and web applications, and online platforms — including, without limitation, Outspection, Spktor, any GIG conciergerie or concierge platform, any platform that GIG develops, builds, or operates for a customer, and any other website, application, programming interface (API), or service that links to or references these Terms (each a “Platform” and collectively the “Platforms” or the “Services”).

PLEASE READ THESE TERMS CAREFULLY. They contain important information about your legal rights, remedies, and obligations, including disclaimers of warranty, limitations of GIG’s liability, an indemnification obligation, and — in Section 22 — a binding arbitration agreement and a waiver of class actions and jury trials. By creating an account, clicking to accept, accessing, or using any Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you are accepting these Terms on behalf of a company, organization, government body, or other legal entity, you represent and warrant that you have the authority to bind that entity, and “you” and “User” refer to that entity.

1. Definitions

1.1 “Client” means a User that uses the Services to request, source, compare, schedule, or procure Inspection Services or related services — including, without limitation, importers, exporters, traders, freight and customs agents, manufacturers, buyers, sellers, financial institutions, and Bureaus of Standards or other public bodies.

1.2 “Provider” means a User that offers, quotes for, accepts, or performs Inspection Services or related services through the Services — including, without limitation, inspection companies, testing and certification bodies, laboratories, surveyors, auditors, and individual field inspectors or professionals.

1.3 “Inspection Services” means any inspection, testing, sampling, surveying, verification of conformity, certification, audit, valuation, monitoring, conciergerie, advisory, logistics, or related service that a Provider offers or performs, or that a Client requests, through the Services.

1.4 “User Contract” means any agreement, engagement, quotation acceptance, purchase order, or other arrangement entered into directly between a Client and a Provider for the provision of Inspection Services, whether formed on, through, or as a result of the Services.

1.5 “Fees” means the amounts payable to GIG for use of the Services, as described in Section 9, including flat fees, listing fees, subscription fees, success or facilitation fees, service charges, and commissions or percentages of the value of a User Contract.

1.6 “Provider Charges” means the amounts payable by a Client to a Provider for Inspection Services under a User Contract.

1.7 “Content” means any text, data, documents, images, certificates, declarations, credentials, reports, quotations, reviews, ratings, communications, or other materials submitted to, posted on, generated by, or transmitted through the Services.

1.8 “User Content” means Content that is submitted, posted, or provided by a User.

2. Who We Are — and What We Are Not

2.1 GIG is a technology company. GIG operates online platforms that aggregate, connect, and facilitate. The Services are tools that help Clients describe their needs, obtain and compare quotations, discover and be matched with Providers, communicate, transact, schedule, make and receive payments, and manage documentation and workflow relating to Inspection Services.

2.2 GIG is not an inspection company. GIG is not an inspection body, testing laboratory, certification body, conformity assessment body, surveyor, auditor, accreditation body, customs broker, or government authority. GIG does not perform, supervise, direct, control, carry out, review, approve, endorse, or take responsibility for any Inspection Services. GIG does not issue inspection reports, test results, certificates of conformity, or any similar deliverable, and does not verify, validate, or guarantee the content, accuracy, completeness, or legal sufficiency of any such deliverable issued by a Provider.

2.3 GIG is a neutral intermediary. GIG’s role is limited to providing the technology, marketplace, and facilitation layer that brings Clients and Providers together and supports their dealings. GIG is comparable in function to an online marketplace or platform that connects independent parties — it makes introductions, surfaces options, helps obtain competitive quotes, facilitates communication and payment, and puts the right Client in front of the right Provider. The actual Inspection Services are provided solely by Providers, who are independent third parties, not employees, agents, partners, joint venturers, or representatives of GIG.

2.4 GIG is not a party to User Contracts. Where a Client and a Provider decide to transact, the resulting User Contract is formed directly and exclusively between that Client and that Provider. GIG is not a party to any User Contract, is not a buyer or seller of Inspection Services, and assumes no rights, obligations, or liability under any User Contract. Nothing in the Services or these Terms creates an employment, agency, partnership, joint venture, fiduciary, franchise, or representative relationship between GIG and any User.

2.5 Users decide. Users — not GIG — are solely responsible for deciding whether to offer, request, quote for, accept, or enter into any User Contract, for evaluating the suitability of any counterparty, and for determining and agreeing the terms, scope, price, standards, timing, and deliverables of any User Contract. Any decision to engage a Provider, rely on a quotation, or act on the results of any Inspection Service is made at the User’s own discretion and risk.

3. Eligibility and Accounts

3.1 You must be at least 18 years old and capable of forming a legally binding contract to use the Services. The Services are intended for business and professional use and are not directed to consumers acting for personal, family, or household purposes.

3.2 To access most features you must register for an account. You agree to provide accurate, current, and complete information and to keep it updated. Accounts are personal to the User; you may authorize named individuals to act for an entity account, and you are responsible for their actions.

3.3 You are responsible for safeguarding your login credentials and for all activity under your account. You must notify GIG promptly of any unauthorized use or suspected security breach. GIG is not liable for any loss arising from unauthorized use of your account.

3.4 You must not create an account if you, your owners, or your principals are subject to economic sanctions or are located in an embargoed jurisdiction (see Section 24.9). GIG may refuse, suspend, or terminate accounts at its discretion as permitted by these Terms.

4. The Role of GIG — Facilitation Only

4.1 The Services enable Clients to publish requests, obtain and compare quotations, and be matched with Providers; and enable Providers to list capabilities, submit quotations, and accept assignments. GIG may, as part of the Services, suggest, rank, route, or recommend Providers or quotations using its own criteria, algorithms, or staff. Any such suggestion, ranking, routing, or recommendation is provided for convenience only, does not constitute advice, an endorsement, or a warranty, and does not transfer to GIG any responsibility for the Provider, the User Contract, or the Inspection Services.

4.2 GIG does not control and is not responsible for the acts or omissions of any User. GIG does not supervise, direct, monitor, or control any Provider in the performance of Inspection Services or any User Contract, and does not guarantee that any Inspection Service will be performed, performed competently, performed on time, performed in compliance with applicable law or standards, or result in any particular outcome, certificate, clearance, or approval.

4.3 GIG does not guarantee that a Client will receive any quotation, that any quotation will be accurate or honored, that a suitable Provider will be available, or that any Client–Provider engagement will be concluded. GIG does not guarantee the volume, value, or continuity of work to any Provider.

4.4 GIG may, but is not obliged to, provide tools to assist Users — such as messaging, document storage, scheduling, ratings and reviews, dispute facilitation, and payment processing. The provision of such tools does not make GIG a party to, or responsible for, any User Contract or Inspection Service.

5. Provider Screening and Verification — Reasonable Efforts Only

5.1 GIG may carry out screening, onboarding, vetting, or verification checks on Providers, which may include reviewing business registration details, certifications, accreditations, licenses, insurance, references, or identity documents. GIG performs any such checks on a reasonable-efforts basis only, for its own operational purposes, and does not warrant, represent, or guarantee their scope, depth, accuracy, currency, or results.

5.2 You acknowledge and agree that:

  1. any screening or verification GIG performs is necessarily limited, point-in-time, and based on information and documents supplied by the Provider or third parties, which GIG does not independently audit and cannot guarantee to be true, accurate, complete, or current;

  2. certifications, accreditations, licenses, insurance, and registrations may lapse, be suspended, be revoked, expire, or be misrepresented after any check is performed, and GIG has no obligation and no practical ability to detect or prevent this;

  3. GIG does not warrant that any screening or verification will identify all past misconduct, false statements, or non-compliance by a Provider, or prevent future misconduct, false declarations, fraud, negligence, or non-compliance;

  4. the display on a Platform of a Provider’s profile, badge, rating, accreditation, certification, “verified” status, or similar indicator is not a warranty, endorsement, certification, or guarantee by GIG of that Provider, its competence, its honesty, its legal or regulatory standing, or the quality of its Inspection Services; and

  5. it remains the Client’s sole responsibility to conduct its own due diligence on any Provider — and the Provider’s responsibility to conduct its own due diligence on any Client — including verifying credentials, certifications, accreditations, insurance, capacity, independence, and fitness for the Client’s particular purpose, before entering into any User Contract.

5.3 GIG is not liable for, and expressly disclaims all responsibility for, false, inaccurate, misleading, or fraudulent declarations, statements, credentials, certifications, accreditations, or representations made by any Provider or any other User, and for any lapsed, expired, suspended, revoked, invalid, or absent certification, accreditation, license, registration, or insurance of any Provider.

6. Obligations of Clients

6.1 You agree to provide accurate, complete, and lawful information when describing your requirements, goods, consignments, locations, and deadlines, and to give Providers timely access, instructions, documentation, and cooperation reasonably required for the Inspection Services.

6.2 You are responsible for selecting an appropriate Provider and an appropriate scope of Inspection Services for your needs, for satisfying yourself as to a Provider’s suitability and credentials, and for independently evaluating any quotation, report, certificate, or result before relying on it or acting on it.

6.3 You are responsible for determining and complying with all laws, regulations, standards, programs, accreditation requirements, and contractual or governmental requirements applicable to your goods, transactions, and use of any inspection deliverable, including import, export, customs, conformity-assessment, and pre-shipment or pre-import verification requirements.

6.4 You must pay all Fees and Provider Charges when due, as set out in Section 9.

7. Obligations of Providers

7.1 You represent, warrant, and undertake on a continuing basis that:

  1. you are lawfully constituted and authorized to offer and perform the Inspection Services you list, quote for, or accept;

  2. you hold and will maintain in full force all certifications, accreditations, licenses, registrations, permits, qualifications, competencies, and insurance necessary or appropriate to perform those Inspection Services lawfully and to professional standards, and you will promptly update your Platform profile and notify GIG and affected Clients if any of these lapse, expire, are suspended, revoked, downgraded, or otherwise change;

  3. all information, documents, credentials, and declarations you submit to the Services or to any Client are true, accurate, complete, current, and not misleading;

  4. you will perform all Inspection Services with due care, skill, diligence, and independence, in accordance with the applicable User Contract, all applicable laws, standards, codes of practice, and program or accreditation requirements; and

  5. you will maintain adequate professional indemnity, public liability, and other insurance appropriate to the Inspection Services you perform.

7.2 You acknowledge that you are solely and exclusively responsible for the Inspection Services you perform, for your deliverables, reports, certificates, and results, and for any act, omission, error, delay, negligence, misconduct, false declaration, or breach of law or contract by you or your personnel or subcontractors. You alone bear all liability to Clients and third parties arising from your Inspection Services.

7.3 You appoint GIG as your limited payment collection agent solely as described in Section 9, and you authorize GIG to collect Provider Charges on your behalf and to deduct Fees as set out in these Terms.

7.4 You grant GIG a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and use your name, logos, profile information, listings, quotations, and ratings for the purpose of operating, marketing, and promoting the Services.

8. Quotations, Matching, and the User Contract

8.1 Requests, capability listings, and quotations submitted through the Services are invitations to deal, not binding offers, unless the parties expressly agree otherwise. A User Contract is formed only when a Client and a Provider agree on its terms (including scope, price, standards, and timing), whether on a Platform or otherwise.

8.2 Users are encouraged to record the full terms of their User Contract in writing. In the absence of separate written terms, the terms accepted through the Services govern the User Contract as between the Client and the Provider. GIG is not responsible for the existence, validity, enforceability, sufficiency, interpretation, performance, or breach of any User Contract.

8.3 Users must not use the Services to circumvent GIG — for example, by soliciting or accepting a User Contract off-platform to avoid Fees — where the connection between the Users originated through the Services. This restriction is described further in Section 9.7.

9. Fees, Payments, and GIG as Limited Collection Agent

9.1 GIG’s Fees. GIG charges Fees for the Services. Fees may take any form GIG specifies, including flat or fixed fees, listing or subscription fees, facilitation or success fees, service charges, and commissions calculated as a percentage of the value of a User Contract or Provider Charges. Applicable Fees, and how they are calculated and charged, are presented to you before you incur them or are otherwise notified to you. GIG may change its Fees prospectively in accordance with Section 21.

9.2 Payment processing. GIG uses third-party payment service providers to process payments. By using the payment features you agree to the applicable payment processor’s terms. You authorize GIG and its payment processors to charge, debit, hold, and remit amounts as described in these Terms and as instructed through the Services.

9.3 GIG as limited collection agent. Where the Services are used to collect Provider Charges from a Client, the Provider appoints GIG (and its payment processors) as the Provider’s limited payment collection agent solely for the purpose of accepting Provider Charges from the Client on the Provider’s behalf. The Client’s payment of Provider Charges to GIG or its payment processor is treated as payment made directly to the Provider, and discharges the Client’s payment obligation to the Provider to the extent of the amount paid, regardless of whether GIG in fact remits the amount to the Provider. If GIG does not remit such amounts, the Provider’s recourse is against GIG only, and not against the Client.

9.4 Collection and remittance. Where GIG collects payment, the Client pays the Provider Charges (and any applicable Fees and taxes) through the Services; GIG deducts its Fees and any applicable taxes, charges, or chargeback and processing amounts; and GIG remits the balance of the Provider Charges to the Provider, less any amounts GIG is entitled to withhold or set off under these Terms, on the schedule and by the method made available through the Services. GIG may withhold or delay remittance where reasonably necessary to address suspected fraud, a dispute, a chargeback, a legal or regulatory requirement, or a breach of these Terms.

9.5 Acting only as a conduit. GIG’s collection, holding, and remittance of Provider Charges is an administrative payment-facilitation function only. It does not make GIG a party to the User Contract, a buyer or reseller of Inspection Services, a trustee, an escrow agent, or a guarantor of any payment, and it does not transfer to GIG any responsibility for the Inspection Services.

9.6 When Fees are earned; non-refundability. GIG’s Fees are earned when GIG provides the facilitation, matching, listing, access, or payment services to which they relate. Except where expressly stated by GIG in writing, where required by applicable law, or where GIG has failed to provide the Services to which a Fee relates, Fees payable to GIG are non-refundable, including where a User Contract is later cancelled, varied, disputed, unwound, or performed unsatisfactorily. Disputes about Provider Charges or the quality, scope, or outcome of Inspection Services do not affect Fees owed to GIG and must be resolved between the Client and the Provider (see Sections 11 and 16).

9.7 No circumvention. If Users were introduced or connected through the Services, they must transact through the Services and must not arrange, invoice, or pay for Inspection Services off-platform, or otherwise structure their dealings, in a manner intended to avoid or reduce Fees properly owed to GIG. GIG may charge the Fees that would have applied, suspend or terminate accounts, and pursue any other remedy available to it for breach of this Section.

9.8 Late payment; taxes. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and you must reimburse GIG’s reasonable costs of collection. All amounts are exclusive of taxes; you are responsible for all taxes, duties, levies, and withholdings arising from your use of the Services or any User Contract, other than taxes on GIG’s net income. If withholding is required by law, you must gross up the payment so that GIG receives the full amount it would have received absent the withholding.

10. Cancellations, Refunds, and Chargebacks

10.1 Cancellation and refund terms for Inspection Services are a matter of the User Contract between the Client and the Provider. GIG is not responsible for issuing refunds of Provider Charges and gives no commitment that any refund will be made; any such refund is the Provider’s responsibility.

10.2 GIG may, at its sole discretion and without assuming any obligation or liability, operate or facilitate a dispute-resolution, mediation, or refund process to help Users resolve disputes. Any decision GIG makes in operating such a process is for the administration of the Services only, is not a legal determination of any party’s rights, and does not make GIG liable for the underlying dispute.

10.3 You agree to raise any payment dispute with GIG and the relevant counterparty before initiating a chargeback or payment reversal. If you initiate a chargeback, GIG may suspend your account, withhold or set off amounts, recover the disputed amount and any associated fees from you, and provide transaction records to the payment processor and counterparty.

11. Disputes Between Users

11.1 Any dispute, claim, or disagreement concerning a User Contract, the Inspection Services, the Provider Charges, the quality, scope, accuracy, timeliness, or outcome of any inspection, certificate, report, or result, or the conduct of any User, is solely between the Users involved.

11.2 You release GIG, and waive and covenant not to sue GIG in respect of, any and all claims, demands, damages, and liabilities of every kind arising out of or connected with any such dispute, any User Contract, any Inspection Service, or the acts or omissions of any other User. GIG has no obligation to become involved in, mediate, or resolve disputes between Users, although it may choose to do so under Section 10.2.

12. Acceptable Use and User Conduct

12.1 You agree not to, and not to permit any person to:

  1. use the Services for any unlawful, fraudulent, deceptive, or harmful purpose, or in breach of any applicable law, regulation, sanction, or third-party right;

  2. submit or rely on false, inaccurate, misleading, or fraudulent information, declarations, credentials, certifications, quotations, reviews, or identities;

  3. misrepresent your identity, affiliation, accreditation, qualifications, or authority, or impersonate any person or entity;

  4. interfere with, disrupt, overload, probe, or attempt to gain unauthorized access to the Services, their systems, or other Users’ accounts or data;

  5. introduce malware or harmful code, scrape or harvest data except as expressly permitted, reverse engineer the Services, or copy, resell, or commercially exploit the Services except as permitted by these Terms;

  6. use the Services to facilitate bribery, corruption, money laundering, sanctions evasion, or trade in prohibited or illicit goods; or

  7. post or transmit Content that is unlawful, defamatory, infringing, harassing, or otherwise objectionable.

12.2 GIG may, but is not obliged to, monitor, review, moderate, screen, remove, or restrict Content, accounts, or activity, and may investigate and report suspected unlawful conduct to authorities.

13. User Content and Intellectual Property

13.1 GIG’s intellectual property. The Services, including their software, design, text, graphics, logos, trademarks (including “Outspection”, “Spktor”, and GIG names and marks), databases, and all related intellectual property, are owned by or licensed to GIG and are protected by law. GIG grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose, subject to these Terms. No other rights are granted. You must not use GIG’s names, logos, or trademarks without GIG’s prior written consent.

13.2 User Content license. You retain ownership of your User Content. You grant GIG a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify (for formatting and display), distribute, and display User Content for the purposes of operating, providing, securing, improving, and promoting the Services and complying with law. You represent and warrant that you own or have all rights necessary to grant this license and that your User Content does not infringe any third-party right or violate any law.

13.3 Feedback. If you give GIG suggestions or feedback about the Services, GIG may use it without restriction or obligation to you.

13.4 Ratings and reviews. Ratings, reviews, and other User-generated evaluations reflect the views of the Users who submit them, not GIG. GIG does not adopt, endorse, or guarantee the accuracy of any rating or review and is not liable for them.

14. Confidentiality and Data Protection

14.1 Users must keep confidential any non-public information disclosed to them through the Services by GIG or by another User and use it only for the purpose for which it was disclosed, except where disclosure is required by law.

14.2 GIG’s collection and use of personal data is described in the GIG Privacy Policy, which is incorporated into these Terms by reference. Where a User provides personal data of third parties (such as the User’s personnel or contacts) to the Services, that User represents that it has the legal right and any required consents to do so. Where the parties act as independent controllers of personal data, each is responsible for its own compliance with applicable data protection law.

15. Third-Party Services and Links

The Services may integrate with or link to third-party websites, services, or content (including payment processors, accreditation databases, mapping, and government systems). GIG does not control and is not responsible for third-party services, and your use of them is governed by their own terms. Inclusion of a link or integration is not an endorsement.

16. Disclaimers of Warranties

16.1 Services provided “as is”. To the maximum extent permitted by applicable law, the Services are provided “as is” and “as available”, with all faults and without warranty of any kind. GIG, its affiliates, and its and their officers, directors, employees, agents, and suppliers (together, the “GIG Parties”) expressly disclaim all warranties, representations, and conditions, whether express, implied, statutory, written, or oral, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, and non-infringement.

16.2 No warranty as to Users, Providers, or Inspection Services. Without limiting Section 16.1, the GIG Parties make no representation, warranty, endorsement, or guarantee, and disclaim all responsibility and liability, regarding:

  1. the existence, identity, conduct, performance, competence, honesty, solvency, independence, reliability, or suitability of any User, Client, or Provider;

  2. the quality, accuracy, completeness, timeliness, methodology, legality, sufficiency, or fitness for any purpose of any Inspection Service, inspection, test, sample, survey, audit, quotation, report, certificate, result, declaration, or other deliverable provided by any Provider or other User;

  3. the validity, currency, or authenticity of any certification, accreditation, license, registration, insurance, credential, or declaration of any Provider or other User, including any that has lapsed, expired, been suspended or revoked, or been falsely or inaccurately declared;

  4. whether any Inspection Service or deliverable will be accepted by, or satisfy the requirements of, any buyer, counterparty, customs authority, Bureau of Standards, regulator, or other body, or result in any clearance, approval, or outcome; or

  5. whether the Services will be uninterrupted, secure, error-free, free of harmful components, or that defects will be corrected.

16.3 Any material, suggestion, ranking, or recommendation obtained through the Services is used at your own risk and does not create any warranty not expressly stated in these Terms. No advice or information, whether oral or written, obtained from GIG or through the Services creates any warranty.

16.4 Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion is not permitted, the excluded warranty is limited to the minimum scope and shortest duration permitted by applicable law.

17. Limitation of Liability

17.1 Exclusion of indirect damages. To the maximum extent permitted by applicable law, in no event will the GIG Parties be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, anticipated savings, or opportunity, or for any business interruption, product recall, cost of substitute services, or damage to reputation, arising out of or in connection with these Terms, the Services, any User, any User Contract, or any Inspection Service, whether based in contract, tort (including negligence), strict liability, statute, or any other legal theory, and whether or not the GIG Parties have been advised of the possibility of such damages.

17.2 Liability cap. To the maximum extent permitted by applicable law, the total aggregate liability of the GIG Parties to you for all claims arising out of or relating to these Terms, the Services, any User Contract, or any Inspection Service will not exceed the greater of (a) the total Fees actually paid by you to GIG for the Services in the three (3) months immediately preceding the event giving rise to the claim, and (b) one hundred U.S. dollars (US$100).

17.3 No liability for third parties and User Contracts. Without limiting the foregoing, the GIG Parties will have no liability whatsoever for: any act, omission, error, delay, negligence, misconduct, fraud, false declaration, breach of contract, or breach of law of any User, Client, Provider, or other third party; the performance, non-performance, quality, accuracy, or outcome of any Inspection Service; the formation, terms, performance, or breach of any User Contract; the non-payment of Provider Charges; any lapsed, expired, suspended, revoked, invalid, or misrepresented certification, accreditation, license, or insurance; or any decision made, or action taken or not taken, by any person in reliance on any inspection, report, certificate, result, or other deliverable.

17.4 Basis of the bargain. The disclaimers in Section 16 and the limitations in this Section 17 are fundamental elements of the agreement between you and GIG, reflect a reasonable allocation of risk given the facilitation-only nature of the Services and the Fees charged, and apply even if any limited remedy fails of its essential purpose. They apply to the maximum extent permitted by applicable law. If applicable law does not permit a particular limitation, that limitation applies to the fullest extent permitted, and the remaining limitations remain in effect.

18. Indemnification

18.1 To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless the GIG Parties from and against any and all claims, demands, actions, investigations, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees and the costs of enforcing this indemnity) arising out of or relating to:

  1. your access to or use of the Services;

  2. your breach or alleged breach of these Terms, any representation or warranty in these Terms, or any applicable law;

  3. your User Content;

  4. any User Contract to which you are a party, and any Inspection Service you request, provide, or rely on;

  5. any act, omission, negligence, misconduct, fraud, false or inaccurate declaration, or misrepresentation by you, your personnel, or your subcontractors, including any lapsed or invalid certification, accreditation, license, or insurance;

  6. your infringement or violation of any third-party right; and

  7. any dispute between you and any other User or third party.

18.2 GIG may, at its option and your expense, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with GIG. You will not settle any matter that imposes any obligation or liability on, or requires any admission by, a GIG Party without GIG’s prior written consent.

19. Suspension and Termination

19.1 You may stop using the Services and close your account at any time. Provisions that by their nature should survive termination will survive, including Sections 1, 2, 5.3, 9 (as to amounts owed), 11, 13, 14, 16, 17, 18, 20, 22, 23, and 24.

19.2 GIG may suspend, restrict, or terminate your access to all or part of the Services, or remove Content, at any time, with or without notice, including where GIG reasonably believes you have breached these Terms or applicable law, created risk or legal exposure for GIG or other Users, or where GIG ceases to offer the Services. Where practicable and lawful, GIG will give reasonable notice.

19.3 Termination does not relieve you of obligations accrued before termination, including the obligation to pay amounts owed. GIG is not liable to you or any third party for suspending or terminating your access in accordance with these Terms.

20. Disclaimer Regarding Regulatory and Program Requirements

The Services may be used in connection with pre-shipment, pre-import, or conformity-verification programs operated by, or on behalf of, Bureaus of Standards, customs authorities, or other public bodies. GIG is a technology provider only and is not a party to, and does not administer, accredit, guarantee, or assume responsibility for compliance with, any such program, mandate, accreditation scheme, law, or regulation. Each User is responsible for ensuring that its own use of the Services, and any Inspection Service it provides or relies on, complies with all applicable programs, accreditations, laws, and regulations. Where GIG enters into a separate written master, program, or services agreement with a User (including a government or public-sector body), that agreement governs to the extent of any conflict with these Terms.

21. Changes to the Services and to These Terms

21.1 GIG may modify, suspend, or discontinue all or part of the Services at any time.

21.2 GIG may amend these Terms from time to time. If GIG makes material changes, it will provide reasonable notice — for example, by posting the updated Terms with a new effective date, by notice within the Services, or by email. Changes are effective when posted unless stated otherwise. Your continued access to or use of the Services after changes take effect constitutes your acceptance of the amended Terms. If you do not agree, you must stop using the Services. The version of these Terms in force is the version published at the URL on which these Terms appear.

22. Governing Law and Dispute Resolution

22.1 Governing law. These Terms, and any dispute or claim arising out of or relating to these Terms or the Services (including non-contractual disputes), are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, and, where applicable, by the U.S. Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Informal resolution. Before commencing arbitration, you agree to first contact GIG in writing at the address in Section 25 and to attempt in good faith to resolve the dispute informally for at least sixty (60) days after notice.

22.3 Binding arbitration. Except as provided in Section 22.6, any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, where applicable, its International Dispute Resolution Procedures). The seat and place of arbitration will be Wilmington, Delaware, United States; the arbitration will be conducted in English; and the tribunal will consist of one (1) arbitrator unless the amount in dispute exceeds US$1,000,000, in which case there will be three (3) arbitrators. Judgment on the award may be entered in any court of competent jurisdiction.

22.4 Class action and jury waiver. To the maximum extent permitted by applicable law, all disputes will be conducted only on an individual basis and not as a class, collective, consolidated, or representative action. You and GIG waive any right to a trial by jury and any right to participate in a class or representative proceeding.

22.5 Time limit. To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arose; otherwise it is permanently barred.

22.6 Exceptions. Either party may (a) bring an individual claim in a small-claims court of competent jurisdiction, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce Section 9.7. For any matter not subject to arbitration, the state and federal courts located in the State of Delaware have exclusive jurisdiction, and the parties consent to that jurisdiction and venue.

22.7 If the class-action waiver in Section 22.4 is found unenforceable as to a particular claim, that claim will be severed and heard in court, and the remainder of this Section 22 will continue to apply.

23. Force Majeure

GIG is not liable for any delay or failure to perform, or for any unavailability of the Services, resulting from any cause beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, sanctions, embargoes, labor disputes, failure of utilities, internet, hosting, or telecommunications, cyber-attacks, or the acts or omissions of third parties.

24. General Provisions

24.1 Entire agreement. These Terms, together with the Privacy Policy and any additional terms, policies, or written agreements expressly incorporated by reference, constitute the entire agreement between you and GIG regarding the Services and supersede all prior or contemporaneous understandings on that subject.

24.2 Order of precedence. If there is a conflict between these Terms and a separate written master or services agreement signed by GIG and a User, the signed agreement prevails for that User to the extent of the conflict.

24.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

24.4 No waiver. GIG’s failure or delay in enforcing any provision is not a waiver of it. A waiver is effective only if in writing and signed by GIG.

24.5 Assignment. You may not assign or transfer these Terms or any rights or obligations under them without GIG’s prior written consent. GIG may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

24.6 No third-party beneficiaries. Except for the GIG Parties (who are intended beneficiaries of Sections 16, 17, and 18), these Terms do not create any third-party beneficiary rights.

24.7 Relationship of the parties. GIG and each User are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency (except the limited payment-collection agency in Section 9.3), employment, or fiduciary relationship.

24.8 Notices. GIG may give you notice by posting within the Services, or by email or message to the contact details associated with your account; such notice is deemed given when sent or posted. You must send legal notices to GIG at the address in Section 25.

24.9 Export controls and sanctions. You represent that you, your owners, and your principals are not subject to, and you will not use the Services in violation of, any economic sanctions, export controls, or trade restrictions of the United States or any other applicable jurisdiction, and that you are not located in, or ordinarily resident in, an embargoed or restricted territory.

24.10 Anti-corruption. You will comply with all applicable anti-bribery, anti-corruption, and anti-money-laundering laws, including the U.S. Foreign Corrupt Practices Act, in connection with your use of the Services.

24.11 Language. These Terms are drafted in English. Any translation is provided for convenience only; in the event of a conflict, the English version prevails.

24.12 Headings. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”.

25. Contact

Questions or legal notices regarding these Terms may be sent to:

Global Inspections Group Inc.
Attn: Legal
16192 Coastal Hwy
Lewes, DE 19958, USA
Email: info@globalinspectionsgroup.com
Website: globalinspectionsgroup.com

These Terms and Conditions apply to all GIG Platforms, including Outspection, Spktor, any GIG conciergerie platform, and any platform GIG develops or operates for a customer.