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REGISTRAR CORP

MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (“Agreement”) is entered into by and between REGISTRAR CORP (“RC”) and the entity or person (“Client”) executing an order or other document that references this Agreement (“Order”). Each of RC and Client may be referred to as a “Party” and together, the “Parties”. This Agreement is effective on the date (“Effective Date”) that is the earlier of (a) the effective date of the first Order referencing this Agreement; and (b) Client's initial access to the Services.

If the person entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement in which event the term “Client” refers to such entity. If you do not have such authority, or if you do not agree to the terms of this Agreement, do not accept this Agreement or use the Services. If you receive free access or a trial or evaluation subscription to the Services, you are deemed a “Client” under this Agreement and are subject to its terms. You may not use or access the Services if you are a direct competitor of RC or if you are accessing or using the Services for the benefit of a direct competitor of RC.

From time to time, RC may modify this Agreement with ten (10) days' notice to Client. Unless otherwise specified by RC, changes become effective for existing Clients upon posting of the modified Agreement. If Client objects to such changes, Client must notify RC of such disagreement within the ten (10) day notice period, and RC (at its option and as Client's exclusive remedy) may either: (a) permit Client to continue under the prior version of this Agreement until the next renewal of the current Order Term (as defined below), after which the modified Agreement will apply; or, (b) terminate this Agreement and provide Client a refund of any Fees (as defined below) that Client already paid, pro-rated with respect to the terminated portion of the applicable Order Term. RC will use reasonable efforts to notify Client of the changes through Client's account, email, or other means. Client may be required to click to accept the modified Agreement before using the Services in a renewal Order Term and, in any event, continued use of the Services during the renewal Order Term will constitute Client's acceptance of the version of the Agreement in effect at the time the renewal Order Term begins.

1. DEFINITIONS.

(a) “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. RC's Confidential Information includes the Services and Reports; and, the Confidential Information of each Party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

(b) “Courses” means the training courses and all content, materials, and information that is provided or made available to Client in connection with such courses.

(c) “Data” means data, content, and information input by Client into the Subscription Services.

(d) “Professional Services” means professional services related to the Subscription Services, as described in an Order, and which may include, without limitation, installation, implementation, customization, and consulting services.

(e) “Report” means any reports, content, Courses, or other materials or information, including analysis of Data, that is provided to or accessed by Client through the Services.

(f) “Services” means the Subscription Services and the Professional Services.

(g) “Subscription Service(s)” means RC's hosted software, software as-a-service, or Course offerings that are described in an Order, and any ancillary RC products and services (other than Professional Services) provided to Client by RC.

2. SUBSCRIPTION SERVICES.

(a) Subject to Client's continuing compliance with this Agreement, Client may, during the applicable Order Term, on a non-exclusive basis: (i) use the Subscription Services described in the applicable Order; and (ii) store, access, and download Data (and any Reports made available by RC other than Courses, which are subject to Section 2(b)) in connection with such Subscription Services, in each case, solely for Client's internal business purposes.

(b) Subject to Client's continuing compliance with this Agreement, Client may, during the applicable Order Term, on a non-exclusive basis: (i) access and watch the Courses described in the applicable Order; and (ii) make a reasonable number of copies of the materials provided by RC in connection with such Courses, in each case, solely for Client's internal business purposes.

(c) Client is solely responsible for obtaining and maintaining all equipment, software, and services that are required for Client to access and use the Services, including any web browser or internet services. RC may modify or change the Subscription Services at any time, provided any such modifications or changes will not have a material adverse effect on any material functionality of the Subscription Service ordered by Client unless such modification or change is or may be required by law, as determined in RC's sole discretion.

3. RESTRICTIONS.

(a) Client will ensure the security and confidentiality of Client's user names and passwords (“Account Information”). Client is liable for all activities that occur under Client's account regardless of whether Client is the person who took such actions. Client will immediately notify RC in writing of any unauthorized access to or use of any Account Information or the Subscription Services that comes to Client's attention. In the event of any such unauthorized access or use by any third party, Client will take all steps necessary to terminate and remediate the impact of such unauthorized access or use (or reimburse RC for taking any such steps). Client will provide RC with such cooperation and assistance related to any such unauthorized access or use as RC may reasonably request.

(b) To the extent Client's access to or use of the Subscription Service is limited in the Order, which, by way of example and not limitation, such limitation may be based on the number or identity of users using the Subscription Service, or the number or identity of users simultaneously using the Subscription Service, Client will not exercise rights in violation of any such limitations or otherwise breach the terms of such Order.

(c) Client will not (and Client will not permit any third party to): (i) make the Subscription Services or Reports available to any third party (Whether by a services arrangement, service bureau, lease, sale, resale, transferring, or otherwise); (id) reverse engineer (except to the extent statutory law expressly prohibits or limits restrictions on reverse engineering and, in which instance, Client will provide notice to RC so that RC can respond and assist with such request), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services, documentation, or data that makes up or is related to the Subscription Services; (iii) modify, translate, or create derivative works based on the Subscription Services; (iv) circumvent any usage or access limits on the use of the Subscription Services; (v) damage, disable, overburden, impair, or disrupt the Subscription Services or attempt to gain unauthorized access to any systems or networks that connect thereto or otherwise interfere with the operation of the Subscription Services or in any way with the use or enjoyment of the Subscription Services by others; (vi) access or use the Subscription Service, Reports or Deliverables (as defined below) in violation of this Agreement or in any unlawful manner or for any unlawful purpose or in any jurisdiction where any such use is illegal; (vii) access or use the Subscription Services in a manner that violates any third-party rights (including, without limitation, intellectual property and privacy rights), or to transmit any data or content that violates any third party's rights; (viii) access or use the Subscription Services or Reports in order to create a product competitive with the Subscription Services; or (ix) transmit to or through the Subscription Services: (1) inappropriate content or material (involving, for example, pornography, offensive language, violence, or criminal activity), (2) transmit viruses or other harmful or malicious content; or (3) spam (e.g., unwanted or unsolicited bulk email or other electronic communications).

(d) Client represents, warrants, and covenants that: (i) Client has and will provide all notices, and has and will obtain and maintain all necessary rights, approvals, permissions, consents and permits, in each case, as may be necessary to provide, access, and use the information and Data in connection with this Agreement and to grant the rights and licenses contemplated hereunder; (ii) Client has and will obtain any consents from its end users to use the Services that are required by Client's contractual obligations with third parties, law or applicable self-regulatory principles; (iii) that any Data or Confidential Information that may be provided to the FDA or other government agency is genuine, truthful, accurate, complete, and not misleading; and (iv) Client has complied with and will comply with all applicable laws when using Subscription Services.

4. PROFESSIONAL SERVICES. Subject to Client's continuing compliance with this Agreement, RC will use reasonable efforts to provide Professional Services if such Services are specified on the applicable Order. Such Orders will include (a) the services, functions, equipment, software, facilities, personnel and other materials, documentation and resources to be provided by each Party; (b) the requirements and specifications for any work product to be developed by RC (the “Deliverables™); (c) estimated delivery dates for the Deliverables; and (d) Fees payable to RC for the Professional Services and Deliverables. Absent the execution of an Order that specifically identifies any Professional Service(s) that are to-be-provided by RC, and that is signed by both Client and RC, nothing in this Agreement represents a commitment by RC to deliver any Professional Service. Unless expressly provided otherwise in an Order, RC is not obligated to update or maintain the Subscription Services and RC has the right to discontinue the support, maintenance, or other services for any of the Subscription Services in its sole discretion at any time.

5. FEES.

(a) Client will pay RC all fees identified on or referenced in the Order(s) (“Fees”), in U.S. Dollars, within thirty (30) days of the invoice date, unless a different period is specified in the applicable Order. Client will also pay RC any sales or other taxes associated with the Services (excluding taxes based on RC's net income). RC may change the Fees and payment policies for any Services provided after the initial Order Term and any subsequent renewal Order Term by providing Client with written notice thereof. Fees paid or payable under this Agreement are non-refundable and non-cancelable, unless otherwise expressly provided herein.

(b) Any amount due under this Agreement that remains unpaid after its due date will bear interest from the date that such payment became delinquent until the date such amount is paid in full at the lower of 1.5% per month or the maximum rate permitted by law, calculated until the date that payment is received. Client will pay RC all costs and expenses of collection (including attorneys' fees) incurred by RC for collecting any amounts past due under this Agreement.

(c) If Client receives free access or a trial or evaluation subscription to the Subscription Services (a “Trial Subscription”), then Client may use the Subscription Services in accordance with the terms and conditions of this Agreement and the applicable Order for the period designated in such Order or otherwise by RC (and if not designated, then for thirty (30) days) (“Trial Period”). At the end of the Trial Period, the Trial Subscription will expire automatically. If Client purchases a full subscription, all of the terms and conditions in this Agreement will apply to such purchase and the use of the Subscription Services unless otherwise specified in the Order for the Trial Subscription. RC has the right to terminate a Trial Subscription at any time for any reason.

6. OWNERSHIP.

(a) As between RC and Client (or its end users), RC owns all right, title and interest in and to the Services, Reports, and Deliverables. Client acknowledges that RC provides services to other customers, and agrees, subject to RC's confidentiality obligations hereunder, that nothing in this Agreement will be deemed or construed to prevent RC from using any Reports or Deliverables or carrying on such business with any third party. All rights in and to the Services and Deliverables not expressly granted to Client are retained by RC.

(b) Client hereby grants to RC a world-wide, royalty free, perpetual, irrevocable, transferable license to fully practice and exploit (and to authorize others to practice and exploit) any recommendations, feedback, proposals, or ideas provided by Client or any Client personnel to RC, including without limitation ideas for new products, technologies, promotions, product names, and improvements or enhancements to the Services and Deliverables.

(c) As between Client and RC, Client owns all right, title and interest in and to the Data. Client hereby grants RC a world-wide, royalty-free, sublicensable license: (i) to use, reproduce, distribute, display, and create derivative works of the Data for the purpose of performing RC's obligations and exercising its rights under this Agreement, and to improve and support the RC's Services, Reports, and Deliverables, and (ii) to aggregate and to de-identify the Data (the resulting data, “Aggregated Data”). Client hereby grants RC a world-wide, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use, reproduce, distribute, display, create derivative works of, and otherwise exploit the Aggregated Data to provide support and other services, to improve the Services, Reports, and Deliverables, and otherwise for RC's business and other purposes, provided any such use of Aggregated Data by RC will be in a manner such that neither Client nor any individual data subject can be identified. RC may also monitor usage of and collect information from the Services, and RC may practice and exploit this information without restriction.

(d) Client hereby grants to RC the right to identify Client as RC's customer by using Client's name, trade name, or other brand features: (i) on RC's website(s); and, (ii) in connection with any of RC's marketing or promotional materials that generally identify RC's customers of the Services, and in each case, in a manner in which RC deems, in its sole discretion, appropriate.

7. CONFIDENTIALITY.

(a) The Receiving Party will use reasonable care to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and, (ii) except as otherwise expressly provided in this Agreement or authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its and its affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

(b) The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. Notwithstanding the foregoing, RC may disclose Client's Confidential Information to the U.S. Food and Drug Administration (FDA) or any other government agency if such disclosure is necessary or prudent, in RC's discretion, to perform such Services on Client's behalf or to comply with applicable law or regulation.

8. TERM; TERMINATION AND SUSPENSION.

(a) Unless earlier terminated as provided in the Agreement, this Agreement commences on the Effective Date and continues so long as an Order is in effect. Each Order commences on the date specified in the Order and continues for one (1) year or as otherwise specified in the Order (“Order Term”). In the event that such Order does not include a “begin date”, the Order Term will commence on the date that RC provisions the applicable Services for Client. Unless otherwise specified in an Order, each Order will automatically renew for successive one (1) year periods thereafter, unless a Party notifies the other in writing, at least thirty (30) days before the applicable renewal period that it declines to renew such Order.

(b) Either Party may terminate this Agreement if the other Party fails to correct any breach of any material term or condition of this Agreement within thirty (30) days from written notice. Notwithstanding any other provision of this Agreement, RC may immediately suspend performance under this Agreement, and Client's access to and use of the Services and Reports: (i) for any actual or suspected violation of any obligations or restrictions under this Agreement; and (ii) while any amount owed by Client remains past due. RC may, upon written notice to Client, terminate this Agreement (or suspend performance under this Agreement and Client's access to or use of the Services and Reports) if Client ceases its business activities, makes a general assignment for the benefit of creditors, becomes insolvent, becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or attempts to assign this Agreement or any part thereof in violation of Section 13.

(c) Upon termination or expiration of the Agreement, Client will cease all access and use of the Services and promptly pay any outstanding balance for the Services rendered through the date of termination (unless this Agreement is terminated by Client pursuant to Section 8(b)). Client will retrieve all Data from the Subscription Services prior to the expiration or termination of this Agreement. The following sections will survive any expiration or termination: 1, 3, 5 (with respect to Fees owing as of the date of expiration or termination), 6, 7, 8(c), 9, 10, 11, 12 and 13.

9. WARRANTY DISCLAIMERS. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT (OR OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT POSSIBILITY OF CONTRACTUAL WAIVER): EACH PARTY HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE; AND, THE SERVICES (INCLUDING THE RESULTS THEREFROM), DELIVERABLES, REPORTS (INCLUDING, FOR CLARITY, THE COURSES), CONFIDENTIAL INFORMATION AND ANY OTHER INFORMATION OR MATERIALS PROVIDED BY RC ARE PROVIDED “AS 1S”, WITH ALL FAULTS, AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND. Client acknowledges that the Internet, computers, and telecommunications systems are not fault free and are inherently insecure and that RC may rely on information and materials from third-party sources in preparing Reports (including, for clarity, the Courses) and Deliverables and otherwise providing the Services. RC EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS AND IMPLIED THAT THE SUBSCRIPTION SERVICES OR SOFTWARE ARE OR WILL BE SECURE, ERROR-FREE, VIRUS-FREE, AVAILABLE, OR UNINTERRUPTED; OR THAT THE RESPONSES AND RESULTS FROM THE SERVICES WILL BE TIMELY, ACCURATE, OR COMPLETE, OR THAT DATA LOSS WILL NOT OCCUR. Client represents and covenants that Client has not relied on any other warranties or representations concerning RC or the Services, Deliverables or Reports.

10. INDEMNIFICATION. Client will indemnify, hold harmless and defend RC and its affiliates and each of its and their respective officers, directors, agents, partners, and employees from and against any and all claims, demands, actions, proceedings, suits, losses, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, attorneys' fees and other litigation expenses) incurred by RC arising out of or relating to: (a) Client's breach of any term or condition of this Agreement; (b) Client's use of the Services, Deliverables, or Reports or any other Confidential Information of RC (including any use or disclosure by a party that receives any of the foregoing from Client); (c) Client's Data or Confidential Information, or RC's use thereof; (d) Client's provision of goods or services to third parties; or, (¢) violations of any laws, rules or regulations related to Client's use of the Services, Deliverables, or Reports, including without limitation, privacy laws.

11. LIMITATION OF LIABILITY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF RC HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY OR OTHERWISE, WITH THE EXPRESS EXCEPTION OF DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL: (A) RC BE LIABLE FOR DAMAGES FOR LOSS OF PROFIT, REVENUE, OR GOODWILL, LOSS OR CORRUPTION OF DATA, OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND, (B) RC'S TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO RC IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO A CLAIM UNDER THIS AGREEMENT (OR $10.00 IF RC HAS NOT RECEIVED ANY SUCH AMOUNTS DURING SUCH PERIOD). Client acknowledges that the exclusions, disclaimers, and limitations of liability set forth in this Agreement are essential components of this Agreement and form the basis for determining the price charged for the Services, and that RC would not enter into this Agreement without these limitations on its liability. These exclusions, disclaimers, and limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

12. CUSTOMER REFERENCE. RC may, but will not be obligated to, use, copy, display and publish any or all of the following: (a) Client's name; (b) Client's logo; and (c) a description of Client's business based on information that is publicly available or contained in Client's non-confidential marketing materials; in each case, in RC's marketing and promotional materials (including, without limitation, in media announcements, print and electronic media, web site media, and communications with customers, prospects, media representatives, and other third parties) and to identify Client as a user of and reference for the Services. RC may modify Client's logo to the extent required to properly display the same, in RC's reasonable discretion. Upon RC's request, Client will promptly draft and deliver to Client an honest testimonial related to Client's relationship with RC and use of the Services (the “Testimonial”). RC may make modifications to the text of any Testimonial so long as such modifications do not change the meaning thereof.

13. GENERAL. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes and merges all prior proposals, understandings, and contemporaneous communications. This Agreement may not be modified except by written agreement of both Parties. Client will not assign any of the rights or obligations granted hereunder, except with the express written consent of RC, and any attempted assignment in violation of this paragraph is void. RC may assign this Agreement or delegate any of its rights or obligations hereunder without restriction. The Parties are independent contractors; and, this Agreement does not create or imply any partnership, agency or joint venture. A waiver of any provision of this Agreement must be signed by the waiving Party; and, any waiver will not imply any future waiver. Neither Party will be liable for nor be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (other than monetary obligations) as a result of any cause or condition beyond such Party's reasonable control. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to or application of any conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal courts in the Eastern District of Virginia or state courts in Hampton, Virginia, as applicable; and, Client consents to such personal jurisdiction of such courts. If any provision (or any part thereof) of this Agreement is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended will be severed from this Agreement; and, all the remaining provisions of this Agreement will remain unimpaired. Any notice or other communication under this Agreement given by any Party to any other Party must be in writing and will be effective upon delivery as follows: (a) if to Client, (i) when delivered via registered mail, return receipt requested, to the address specified in the Order or otherwise on record for Client; or (ii) when sent via email to the email address specified in an Order or otherwise on record for Client (and Client acknowledges that an email satisfied the requirement that notices be “in writing”); and (b) if to RC, when sent via registered mail, return receipt requested, to RC at 144 Research Drive Hampton, Virginia 23666 USA or such other address which RC may specify from time to time. This Agreement may be executed in counterparts, all of which together shall constitute a single agreement and any one of which shall be deemed an original. A facsimile or scanned copy of a signed counterpart shall be treated as an original.

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