Legal

TRAFIK, Inc. PRIVACY POLICY – Effective date: June 1, 2022

 

This Privacy Notice is also part of our Terms and Conditions, which govern your use of our website.

Welcome to TRAFIK.

Protecting your private information is our priority. This Privacy Notice applies to all information (including personal information) collected by TRAFIK, Inc. (“TRAFIK,” “we,” “our,” or “us”) through your use of our website, www.thetrafik.com (the “Site”). The word “User(s)” means any Person (also referred to as “you” or “your”) visiting, accessing, or using the Services. The word “Person(s)” means any natural person, sole proprietorship, corporation, partnership, or other entity whatsoever. The word “or” includes the word “and.” The words “includes” or “including” means “includes, but is not limited to” or “including, but not limited to.” 

You may provide information to us offline, through any other sites, applications, software, features, events, surveys or studies, or content offered by us from time to time that link or otherwise refer to this Privacy Notice (collectively, including the Site, the “Services”). For purposes of this Privacy Notice, “personal information” means information that relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household. We are committed to respecting and protecting the privacy of our users. 

Please read this Privacy Notice carefully before you start to use the Services.  

BY ACCESSING AND/OR USING THE SITE, YOU EXPRESSLY CONSENT AND AGREE TO BE BOUND AND ABIDE BY THIS PRIVACY NOTICE AND OUR TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE, AND TO COMPLY WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS (COLLECTIVELY, “APPLICABLE LAWS”).  

In addition, your use of our Site indicates your consent to TRAFIK or our affiliates contacting you by telephone, through text message, by U.S. mail, or electronic mail (e-mail) to the contact information that you provide us. If you do not want to agree to this Privacy Notice and the Terms of Use, you must not access or use the Services. 

This Privacy Notice applies to our collection, use, and retention (“processing”) of Personal Information, which identifies, or can be used by us or our behalf to identify an individual, household or device (“Personal Information”).

This Privacy Notice describes the types of information we collect on the Site, how we may use the information, with whom we may share it and the choices available to you regarding our use of the information. 

TABLE OF CONTENTS

  1. WHAT TYPES OF PERSONAL INFORMATION DOES TRAFIK COLLECT AND HOW DO WE COLLECT IT?
  2. HOW DOES TRAFIK USE YOUR PERSONAL INFORMATION?
  3. FOR WHAT PURPOSES DOES TRAFIK PROCESS OR SHARE YOUR PERSONAL INFORMATION?
  4. WHO DOES TRAFIK SHARE YOUR PERSONAL INFORMATION WITH?
  5. HOW CAN I CORRECT OR UPDATE MY PERSONAL INFORMATION OR OPT-OUT AND UNSUBSCRIBE FROM ANY OR ALL COMMUNICATIONS?
  6. HOW DOES TRAFIK PROTECT MY PERSONAL INFORMATION?
  7. HOW LONG DOES TRAFIK RETAIN YOUR PERSONAL INFORMATION AND WHERE IS PERSONAL INFORMATION STORED?
  8. CHILDREN’S PRIVACY
  9. CHANGES TO OUR PRIVACY NOTICE AND COMMUNICATING CHANGES
  10. LEGAL DISCLAIMER AND NOTICES
  11. THIRD-PARTY SERVICES
  12. SEVERABILITY
  13. CONTACT INFORMATION
  14. TRACKING TECHNOLOGY
  15. CALIFORNIA PRIVACY RIGHTS
  1. WHAT TYPES OF PERSONAL INFORMATION DOES TRAFIK COLLECT AND HOW DO WE COLLECT IT?

FROM USERS

Identifiers: Examples might include your name, email address, phone number, credit card information, mailing address, or IP address.

Sensitive Personal Information: Financial Information

Professional or Employment-Related Information: Examples might include your employer or job position.

INFORMATION ABOUT YOUR USE OF THE SERVICES

The Services may use cookies, web beacons, pixels, and other tracking technologies to collect information about your use of the Services, including without limitation, your browser type and version, IP address, operating system and platform, when you open email that we send you, and other similar information.  This information helps us to provide the Services, including, without limitation, to improve and enhance the user experience and help us understand the behavior of our users. Cookies are messages placed on your computer or mobile device when you visit a website or page. For example, the messages store information so that our Services may immediately recognize you each time you visit. This permits us to personalize our Services for each user, allow access to the secure parts of our Services that individual users have registered for, and provide users with up-to-date information about their own account.

We may also use cookies to deliver ads, store visitor preferences, record session information (e.g., when a payment is made), record user-specific information on what pages users access or visit, track and record past activity at the Site (or on other Services) in order to provide better service when visitors return to our Site (or other Services), customize web page content based on visitors’ browser type, or other information that the visitor sends.  If you choose to disable cookies, you may find that certain sections and functionalities of the Services will not work properly or at all.

Web beacons (also called web bugs and clear GIFs) are used in combination with cookies to help us understand the behavior of our users. A web beacon is typically a transparent graphic image that is placed on our site or in an email. The use of a web beacon allows TRAFIK to record the simple actions of a user opening a page that contains a beacon. When a user’s browser requests information from a website in this way, certain simple information can also be gathered, such as: the IP address of your computer, the time the material was viewed, the type of browser that retrieved the image, and the existence of cookies previously set by that server. Web beacons provide a convenient way of gathering statistics and managing cookies.

TRAFIK and other third parties may collect and store information (including personal information) locally on your device using mechanisms such as browser web storage (including HTML 5) and application data caches.  If you want to adjust your settings or delete all local storage mechanisms, go to your browser’s settings to do so.  If information is stored in local storage in addition to a cookie, you will need to remove both the local storage and the cookie in order to fully delete the information.

TRAFIK and other third parties may collect certain device information from you when you use the Services from a mobile device such as the type of device you use, unique device ID, geo-location (including your precise location), wireless mobile subscriber ISDN number, IP address, operating system, browser type, and information about your use of the Services. You may also manage the information transmitted from your device from your device’s settings, including opting-out of cross-device tracking. However, if you prevent tracking on your device, it will be more difficult, and may be impossible, for you to use the Services or portions of the Services.

We may merge the data we collect from your activity on the Services with data available from third parties, including, without limitation, advertisers.  We have implemented Google Analytics[GLH1] . You can use the Google Analytics Opt-Out Browser Add-on available at: https://tools.google.com/dlpage/gaoptout/ to disable tracking by Google Analytics. 

Please keep in mind that if you directly disclose personal information or personally sensitive data through TRAFIK’s website, this information may be collected and used by others.

We do not collect any personal information about you unless you voluntarily provide it to us. However, you may be required to provide certain personal information to us when you elect to use certain products or services available on the Site. These may include:

  • Applying for employment with TRAFIK.
  • Registering for an account on our Site; or
  • Sending us an email message.

We may use the contact information that you provide to communicate with you in relation to services and/or products you have requested or purchased from us. We also may gather additional personal or non-personal information in the future.

  1. HOW DOES TRAFIK USE YOUR PERSONAL INFORMATION?

We may use your Personal Information, Demographic Information, or other information that we collect about you: (1) to operate the Service, provide you with information, including sending you promotional materials, or services or processing transactions with you; (2) to improve the Services or create new service offerings, to customize your experience on any of the Services, or to serve you specific content that is most relevant to you; (3) to contact you with regard to your use of any of the Services and, in our discretion, changes to the any of the Services  and/or any of the Services’ terms or policies; (4) for internal business purposes; and (5) for purposes disclosed at the time you provide your information or as otherwise set forth in this Privacy Notice or as otherwise required or permitted by applicable law.  Without limiting the generality of the forgoing, we may use your information to: 

Customize your visits to the Site, including (i) specifically targeting relevant advertisements, offers or content to you; (ii) understanding the usefulness of the advertisements or content that have been delivered to you; (iii) using your location information to display offers or verify certain actions; Communicate about, and administer your participation in, special events, programs, surveys, and other offers or promotions; Respond to and communicate with you about your requests, questions and comments; Operate, evaluate and improve our operations (including developing new services; managing our communications; identifying users of our Site and/or Services; determining the effectiveness of our marketing and advertising; analyzing and enhancing our services and Service);  Administer the Site and diagnose technical and service problems;

Perform data analyses and other processing (including market and consumer research, trend analysis, financial analysis, de-identification, encryption and tokenization of Personal Information); Protect against, identify and prevent fraud and other criminal activity, claims and other liabilities and harms; and comply with and enforce applicable legal requirements, relevant industry standards and our policies.

To Aggregate And Anonymize Data

TRAFIK may aggregate and/or anonymize any information collected through the Site for various purposes. Once aggregated or anonymized, the information will no longer be considered “personal information” because it will no longer be able to identify you and/or any of your specific devices used to access the Services. TRAFIK may use such information for any purpose (e.g., research and development purposes), including sharing such information with third parties.

To Display And Target Advertisements

Your information is used to target ads and content on the Site and on third-party services. Some advertisements and other content may be delivered by third party advertising networks and advertisers that may use cookies and similar technologies and identifiers to collect and track information such as demographic information, inferred interests, aggregated information, and activity to assist them in delivering advertising that is more relevant to your interests.  We may also provide certain personal information to service providers who will match your information to information provided by other third parties (e.g., cookies) in order to allow us to provide more tailored advertisements.

  1. FOR WHAT PURPOSES DOES TRAFIK PROCESS OR SHARE YOUR PERSONAL INFORMATION?

TRAFIK may share data with trusted partners to help perform statistical analysis, send you email or postal mail and/or provide customer support. 

TRAFIK may also disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to:

-Conform to the edicts of the law or comply with legal process served on TRAFIK or the website.

-Protect and defend the rights or property of TRAFIK.

-Act under exigent circumstances to protect the personal safety of users of TRAFIK, or the public.

Operational Purposes

Processing your personal information will likely be necessary to facilitate the day-to-day operation of TRAFIK. This may include: managing our relationship with you, our employees, other users/clients, vendors, Business Partners, and/or others; sharing intelligence with internal stakeholders; implementing training procedures; planning and allocating resources and budgets; performing data modelling; facilitating internal reporting; analyzing growth strategies; aggregating analytics; and/or processing personal information to create anonymized data.

Logistical Purposes

Processing your personal information will likely be necessary to enable TRAFIK’s business operations to run more efficiently, e.g., establishing how to allocate resources or to predict future demand.

Research and Development Purposes

Processing your personal information will likely be necessary for us to deliver and/or improve our services. 

Market Intelligence and Analytical Purposes

TRAFIK regularly needs to conduct market intelligence so that we can better promote our services by creating a better understanding of our users’ preferences. 

Common metrics for evaluation could include monitoring pages and links accessed, ad performance and conversion tracking, number of posts, number of page views, patterns of navigation, time on a page, devices used, user reviews, where users are coming from, hardware used, operating system version, advertising identifiers, unique application identifiers, unique device identifiers, browser types, languages, wireless or mobile network information, etc. These metrics could be used to: personalize services and communications; determine which users should receive specialized communications based on how they use our service; create aggregate trend reports; determine the most effective advertising channels and messaging; and/or measure the audience for a certain communication.

Personalization Purposes

We may process personal information in order to enhance and personalize the experience we offer our current and/or prospective users of our services.

Monitoring Purposes 

TRAFIK may need to process your personal information in order to identify recurring problems and/or analyze the patterns of behavior of users in order to monitor the performance of, and users’ behavior on, our Site.

Direct Communication Purposes

Processing your personal information may be necessary for direct communication purposes to occasionally update users on the Site, including occasional communications regarding updates to our activities, services, and/or events.

Marketing Services 

TRAFIK may need to process personal information in the context of marketing our services.

Fraud Detection and Prevention Purposes

Processing your personal information may be necessary for TRAFIK to help detect and prevent fraud, e.g., verifying that the registered address of the cardholder for a particular credit or debit card is the same as the cardholder’s normal place of residence or work.

Updating User Details and Preferences Purposes

Processing your personal information is necessary to verify the accuracy of your user data and to create a better understanding of our past, present, and/or prospective users.

Network and Information Security Purposes

Processing your personal information may be necessary for the purposes of ensuring our network and information security, e.g., monitoring users’ access to our network for the purpose of preventing cyber-attacks, inappropriate use of data, corporate espionage, hacking, system breaches, etc. This could include preventing unauthorized access to electronic communications networks and malicious code distribution and stopping “denial of service” attacks and damage to computer and electronic communication systems.

Business Continuity and Disaster Planning Purposes

TRAFIK may process your personal information because it is necessary to allow for the backup and protection of your information (e.g., utilizing cloud-based services to archive/protect data) in order to ensure that such information is not improperly lost or modified. Such processing is also necessary to archive/protect data in accordance with legal, regulatory, organizational, and/or contractual obligations.

Compliance with Laws and Regulations Purposes

TRAFIK is subject to binding legal or regulatory obligations and may need to process your personal information in order to comply with such laws or regulations. Examples could include: complying with reporting obligations; complying with screening obligations; responding to law enforcement requests; and/or responding to judicial/regulatory agency requests.

Reporting Potential Threats to Public Security and Safety Purposes

TRAFIK may need to use personal information to report possible criminal acts or threats to public security/safety that we identify as part of our processing activities to a competent authority.

To Fulfill Other Purposes That You Have Consented To

Your information will also be used to fulfill any other purpose for which you provide the information or otherwise provide your consent for TRAFIK and/or other third parties to use such information – assuming such use is consistent with applicable laws and regulations.

  1. WHO DOES TRAFIK SHARE YOUR PERSONAL INFORMATION WITH?

TRAFIK shares personal information as stated in this Privacy Notice and in accordance with Applicable Laws. We do not share your personal information with others except as indicated in this Privacy Notice or when we inform you and give you an opportunity to “opt-out” of having your personal information shared. Below are categories of third-parties that we may share your information with:

Service Providers

We may share your personal information with service providers who perform services on TRAFIK’s behalf. Your information is generally shared with service providers so that TRAFIK can streamline and enhance users’ experiences with the Services. Service providers could include parties that perform research services, provide operational support, provide marketing platforms, handle payments, create content for the Site, etc.

Governmental Entities

We may share your personal information with competent governmental authorities when required by law and/or as necessary to protect TRAFIK, its personnel, other users, and/or the Services.

  1. HOW CAN I CORRECT OR UPDATE MY PERSONAL INFORMATION OR OPT-OUT AND UNSUBSCRIBE FROM ANY OR ALL COMMUNICATIONS?

If your personal information changes (such as your mailing address), you can log into your account and correct it yourself. If you no longer desire to use our Site and/or Services and wish to have your personal information removed from our system, contact us by email at privacy@thetrafik.com.

With the exception of the mandatory administrative emails mentioned above (transactional and business relationship messages), recipients have an opportunity to update their email communication preferences. 

Users may opt-out of receiving any or all communications from third-party partners of TRAFIK by contacting us here: privacy@thetrafik.com. If you would like to stop receiving marketing or promotional communications via email from TRAFIK, you may opt out of such communications by replying “STOP” or clicking on the “UNSUBSCRIBE” button once activated.

  1. HOW DOES TRAFIK PROTECT MY PERSONAL INFORMATION?

Security Measures & Safeguards

The security of our users’ information is very important to us. When users submit personal information via the Services, that information is protected by generally accepted industry standards, and in accordance with applicable data privacy laws, including both online and offline security measures and safeguards. TRAFIK uses a combination of administrative, technical, personnel, and physical measures to safeguard personal information in its possession against loss, theft, and unauthorized use, disclosure, or modification. While we strive to protect your personal information, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchanged between you and us through this Site cannot be guaranteed.

TRAFIK uses SSL protocol to secure your personal information. When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.

IF YOU HAVE REASON TO BELIEVE THAT YOUR INTERACTION WITH US IS NO LONGER SECURE, PLEASE IMMEDIATELY NOTIFY US OF THE PROBLEM.  However, please remember that no method of electronic storage or transmission over the internet is one hundred percent (100%) secure and, therefore, while we strive to use commercially reasonable means to protect your personal information, and will comply with applicable data privacy laws, we cannot guarantee the absolute security of such information.

Phishing

Phishing is a term used to describe a type of Internet scam in which inauthentic communications that appear to be coming from a legitimate source are sent in an attempt to trick you into providing confidential information. These communications usually invoke a sense of urgency and often imply that your account is about to be closed unless immediate action is taken. As an example, phishing emails will often ask you to click on a link that leads you to a webpage that simulates that of the legitimate source, but it is really a page specially designed to get you to input your confidential information such as your account number, password, social security number, or credit card number. The thieves then use that information to commit fraud and identity theft.

If you ever question the legitimacy of an email or other communication from TRAFIK, please email us at privacy@thetrafik.com.

If you believe you have been the victim of a scam, you can file a complaint with the Federal Trade Commission at: www.consumer.gov/idtheft/.

  1. HOW LONG DOES TRAFIK RETAIN YOUR INFORMATION AND WHERE IS PERSONAL INFORMATION STORED?

We will retain your information for the period necessary to fulfill the purposes for their collection as outlined in this Privacy Notice, unless a longer retention period is either mandated by the TRAFIK’s contractual requirements, internal policies, or otherwise required or allowed by law.  It is not always possible to completely remove or delete all of your information due to technical constraints, contractual, financial, or legal requirements. Where it is not possible to remove or delete all information, TRAFIK shall continue to safeguard your information as detailed herein.

TRAFIK may store your personal information on servers provided by third party hosting vendors with whom we have contracted. 

  1. CHILDREN’S PRIVACY

We understand the importance of protecting children’s privacy. We are a general audience service and do not use the Service to knowingly collect personal information from children under the age of thirteen (13) without verified parental or guardian consent. 

TRAFIK complies with the Children’s Online Privacy Protection Act (COPPA), and if you believe we have information regarding your child who is under the age of 13 that you have not authorized, you may email us at privacy@thetrafik.com to request that we delete it.

If you are a child under thirteen (13) years of age, you are not permitted to use the Site, without parental or guardian consent, and should not send any information about yourself to us through this Site.

  1. CHANGES TO OUR PRIVACY NOTICE AND COMMUNICATING CHANGES

This Privacy Notice is subject to change at any time. All changes will be posted on the Site.  If the changes are significant, we will notify you by prominently posting a notice on our Services (e.g., through a pop-up on our homepage). Changes will become effective as of the earlier of the date we post the revised privacy notice, send an email detailing any changes, or post such a notice. While we will do our best to inform you of any changes, we encourage you to review our Privacy Notice periodically to ensure that you remain informed of changes that may have occurred, including changes that relate to what information we collect, how we use it, and how we share it.  BY CONTINUING TO USE THE SITE AFTER A CHANGE HAS TAKEN PLACE, YOU ARE AGREEING THAT YOU HAVE READ AND HAVE AGREED TO THE MOST CURRENT VERSION OF THIS PRIVACY NOTICE AND EXPRESSLY CONSENT TO THE USE OF YOUR PERSONAL INFORMATION AS DETAILED HEREIN/THEREIN.

  1. LEGAL DISCLAIMER AND NOTICES

Though we make every effort to preserve user privacy, we may need to disclose your personal information to others. We may share your information to provide information to our representatives, service providers, advisors, corporate affiliates, and business partners, and in the event of a change in control of TRAFIK and/or its affiliates, your information may be shared with the organization obtaining ownership and control. Your information may be used to protect the rights, including legal rights, and safety of ourselves and others.  Furthermore, disclosure of personal information may be required by law where we have a good-faith belief that such action is necessary to comply with a current judicial proceeding, a court order, or legal process.  In such cases, we may raise or waive any legal objection or right available to us. 

You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

  1. THIRD-PARTY SERVICES

Other websites and services to which we link, through which you access the Site and/or the Services, or share information from the Site and which are not owned or controlled by us are not subject to the terms of this Privacy Notice.  WE ARE NOT RESPONSIBLE FOR THE PRIVACY PRACTICES OR THE CONTENT OF ANY OTHER WEB SITES OR SERVICES AND ANY VISIT YOU MAKE TO THOSE OTHER SERVICES IS AT YOUR OWN RISK.  Third parties that support the Site and/or the Services, including by providing advertising or other services, such as analytics, may use tracking technologies to collect information about your use of the Services or other third-party services.  We do not control these third-party technologies or services and their use is governed by the privacy policies of third parties using such technologies.  Such third party’s use of any information you share is governed by the third party’s privacy notice.

 

  1. SEVERABILITY

If any provision of this Privacy Notice (including any attachment) is held to be invalid, illegal, or unenforceable by a court or regulatory authority of competent jurisdiction, the rest of this Privacy Notice shall remain valid and enforceable to the fullest extent permitted under Applicable Laws. To the extent that the main body of this Privacy Notice conflicts with the terms of addenda referenced herein, the addenda will control.

  1. CONTACT INFORMATION

If you have any questions about this Privacy Notice or our privacy practices, please contact us via email at privacy@thetrafik.com.

  1. TRACKING TECHNOLOGY

There is currently no industry or legal standard for what a company should do when a Do Not Track signal is detected. Because of this, we currently do not respond to Do Not Track signals.

Regular cookies may generally be disabled or removed by tools available as part of most commercial browsers, and in some instances blocked in the future by selecting certain settings.  Browsers offer different functionalities and options so you may need to set them separately 

Please be aware that if you disable or remove these technologies, some parts of the Site may not work and that when you revisit the Site your ability to limit browser-based Tracking Technologies is subject to your browser settings and limitations.  

  15. CALIFORNIA PRIVACY RIGHTS

If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. Click here to learn more about your California privacy rights.

California’s “Shine the Light” law (Civil Code Section § 1798.83) permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@thetrafik.com.

THIS PRIVACY NOTICE IS ALSO PART OF OUR TERMS AND CONDITIONS, WHICH GOVERN YOUR USE OF OUR WEBSITE.

 

All rights reserved ©2022 TRAFIK, Inc.

TERMS AND CONDITIONS OF SERVICE:

1.     DEFINITIONS. In these terms and conditions (these “Terms”):

A.     “Customer” means the individual, corporation, or other business entity, and each of its respective employees, agents and subcontractors, or any party represented by Customer, that submit Elements to, or receives services from, Studio.

B.     “Deliverables” means the final deliverable(s) provided by Studio to Customer created in the performance of any of Studio’s services.

C.     “Element” means all film negatives, master positives, master videotapes, submaster videotapes, submaster positives, sound tracks, reversal originals, reversal intermediates, cuts and trims, positive prints or video dubs, separations, audiotapes, sprocketed magnetic film, sound track optical negatives, striped film prints and film prints, digital files (including but not limited to still image files, image file sequences and digital media files), and all IP Rights in all of the foregoing, and in each case, that are delivered to or deposited with Studio by Customer or on Customer’s behalf.

D.     “Studio” means TRAFIK Inc.

E.     “IP Rights” means any and all intellectual property rights now known or hereafter existing throughout the world (including but not limited to patents, copyrights, trademarks and trade secrets).

F.     “Methods” means the proprietary tools, methods or methodologies, systems, know-how, concepts, ideas, technology, information, materials, techniques, expertise, equipment, workflows, processes, and the like used or improved by Studio in rendering the services.

2.     ORDERS. Studio is entitled to rely on instructions given to Studio by any third party purportedly on the Customer’s behalf. All orders shall be placed using the Customer’s authorized purchase order and such order shall be binding on Studio only if Studio accepts such order. Studio may accept verbal orders at its discretion. Each order will create a separate contract governed by these Terms, irrespective of any other terms that the Customer may include in its purchase order. Unless otherwise specified by Customer, Studio may, in its sole discretion, select the brand, type and quality of raw stock to be used for services.

3.     CUSTOMER OBLIGATIONS. Customer represents and warrants that (i) it is the sole owner of, or has the right to possess, use and direct Studio to use, all Elements and its use does not and will not infringe on or misappropriate any copyrights, trademarks, privacy rights, publicity rights, or any other proprietary or personal rights of any person or entity, (ii) it has made a security (or second) copy of the Elements and any master copy, (iii) as long as Customer is indebted to the Studio, Customer shall not pledge, hypothecate, assign or otherwise encumber Elements without the prior written consent of Studio, and (iv) Elements shall be suitable for use by the usual methods employed by Studio in its operations. Customer shall indemnify, hold harmless and defend Studio from any and all liability, claims, losses, damages and expenses, including without limitation, reasonable attorney’s fees, arising out of or in connection with (i) the publication, processing, use, distribution, contents or exhibition of Elements and Deliverables, including and without limitation, any liability for libel, slander, defamation, invasion of right to privacy, misappropriation, or infringement of patent, copyright, trademark, or other proprietary right, (ii) any act or omission of Customer, including the breach of Customer’s representation or warranty contained herein, or (iii) any property damage or injury caused by Customer’s agents or employees at Studio. Studio will have the right to retain separate counsel at Customer’s expense. Customer shall pay for repairs to all equipment that was damaged at Studio as a result of Customer’s negligence. Payment for said repairs is due upon presentation of repair bill and both parties agree that the Elements and Deliverables will not be released until the subject repair bill is paid in full. Studio’s ability to provide any services to Customer is subject to the Elements provided by Customer being in commercially acceptable condition for Studio to perform its services.  Studio will not be responsible for any damages, loss or delays caused by any failure of Customer to deliver such Elements to Studio on a timely basis or in commercially acceptable quality.

4.     PAYMENT.

A.     Rates; Quotations. Work will be done at Studio’s rate card current at the date an order is received from Customer, unless Studio has submitted alternative rates to Customer in a written quotation, which shall be valid for thirty (30) days from the date of submission. Oral quotations are provided as an estimate only and shall not constitute a binding contract. Rate cards are subject to change without notice.

B.     Taxes.  Any amounts paid by Customer to Studio under these Term do not include, any sales, use, value added, manufacturing, processing, VAT, GST, PST, gross receipts, or other pass-through tax of a similar nature which may be imposed by any governmental authority upon Studio relating to the sales, rental or use of any property or for the performance of any of the services hereunder (collectively, “Taxes”) or other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges (“Duties”).  Customer agrees to pay, upon invoicing or upon audit or other demand for payment by any government authority, or, if applicable, to reimburse, indemnify and hold Studio harmless from any and all Taxes and Duties, any related interest, deposits or penalties with respect to the sales, rental or use of any property or for the performance of any services pursuant to these Terms that Studio is, or may become, obligated to pay pursuant to any present or future law or regulation (other than Taxes imposed on the income or profits of Studio).

C.     Foreign Customers. All work for non-U.S. customers will be accepted on a U.S. currency cash basis only, which includes travelers’ checks, bank drafts and funds deposited by wire. Customer shall pay any costs associated with payment by non-U.S. customers.

D.     Cancellation Fees. All Cancellations must be made directly to the customer service department. If Customer cancels services or products, Customer shall pay for services rendered, or products ordered or produced, prior to cancellation. Customer shall pay any cancellation charges (up to 100% of the estimated costs for the period booked) that may apply, based on Studio’s cancellation policy at the time of cancellation.

E.     Terms of Payment. All work shall be accepted on a C.O.D. basis unless credit has been established in advance. Payment of all invoices is due net thirty (30) days from the date of the invoice. If a payment is not made when due, a service charge of the less of one and half percent (1-1/2%) per month or the maximum allowable by law will be charged on all outstanding balances. In the event that the invoices are not paid in accordance with the terms set forth, any discount provided by Studio shall be revoked and the fee due for the work performed will be based upon the normal rate card in effect at the time the work was performed. Customer may not deduct from any payment due to Studio in respect of any set-off or counterclaim. Any communications written or oral regarding any dispute and/or payments relative to any invoice or account which is the subject of any dispute must be sent within ten (10) days from the date of such invoice to TRAFIK, Attn: Credit Manager, 1657 Euclid Street., Santa Monica, CA, 90404, and not to the payment remittance address. Customer will also pay Studio’s costs of collection including but not limited to, reasonable attorney’s fees.

F.     Possession. Studio may retain possession of any Deliverables until Studio has received payment in cleared funds for the services. Until such payment has been made, legal title to all Deliverables shall remain with Studio (notwithstanding delivery or the passing of risk to Customer), the license granted to Customer in Section 12 below shall not take effect.

5.     RIGHT TO REFUSE PERFORMANCE. Without placing any obligation on Studio to monitor such materials, Studio may, without liability, refuse or cease to perform services if Studio, in its sole discretion: (a) deems an Element to be unlawful, infringing, pornographic or degrading or otherwise objectionable, defamatory, libelous, or offensive with respect to applicable standards, customs, or practices; (b) Studio might subject itself to criminal or civil proceedings or to liability of any kind; (c) finds that Elements are not of the necessary technical standard to enable Studio to perform its work; (d) deems that Customer is in material breach of any of these Terms; or (e) deems that Customer is unable to pay its debts.

6.     LIMITATION OF LIABILITY.

A.     Generally. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, (A) STUDIO GIVES NO WARRANTY EXPRESS OR IMPLIED AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, TITLE, NON-INFRINGEMENT, QUALITY OR OTHERWISE WITH RESPECT TO THE DEVELOPMENT, PRINTING, DUBBING, TRANSFERRING, AND PROCESSING OF THE ELEMENT OR ANY OTHER LABORATORY SERVICES PROVIDED BY STUDIO; AND (B) STUDIO MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY FOR THE CHARACTER OR QUALITY OF THE MATERIAL, FILM PROCESSING, DUBBING, LOSS OF QUALITY ATTRIBUTABLE ANY PROCESS CARRIED OUT DURING THE PERFORMANCE OF SERVICES, OR SERVICES PROVIDED BY IT HEREUNDER. In addition, Studio makes no representation, warranty or covenant with respect to (i) the Elements or the exploitation of the Deliverables, (ii) claims resulting from Studio’s compliance with the direction or artistic and/or technical specifications of Customer, or (iii) any third party’s IP Rights relating to disc structure, disc or content format (including the codecs/output formats or ultraviolet/DECE), content protection (including DRM, Macrovision or watermarking), disc or content replication, the reading or playback of discs or content by playback machines/software, disc or content-related connectivity or disc manufacturing, including, but not limited to, anything required or described in standards or format guidelines for disc or content formats with which the Deliverables are intended to be used.

B.     Limitations of Responsibilities of Studio. It is understood and agreed that Studio is not an insurer and that payments made for service provided by Studio are based solely on the value of such services. The Elements and Deliverables are received, processed and stored solely at the risk of the Customer. Studio reserves the right to assign or subcontract all or any part of the work ordered. Studio may hold Elements at any place(s) that Studio deems appropriate, there being no promise or representation, expressed or implied, that the Elements and Deliverables will be retained or stored at any particular location or by under particular conditions.

C.     Limitations for Damage to or Loss of Elements. In the event that the Elements are lost, destroyed or damaged for any reason, including through negligence of the Studio, its employees, subcontractors or agents, Studio liability shall be limited to the replacement of unexposed/unrecorded raw stock. If such Elements contain time coding, Customer specifically agrees to test such time coding for accuracy before relying on such time coding, Customer agrees to notify Studio of any inaccuracies in such time coding, and Studio agrees to correct such inaccuracies at Customer’s expense. Studio’s obligation shall be limited to correcting any such inaccuracies in time coding, and Studio shall not be liable for any loss, injury, or damage, direct, indirect or consequential, that may be incurred as a result of any inaccuracies in any time coding.

D.     Limitations for Defects in Delivery, Services or Materials. If any Deliverable is defective or is erroneously labeled or shipped or if non-conforming services or materials are furnished by Studio, Studio’s liability therefore shall be limited to replacement or repair of such defective Deliverable (at the option of Studio), and the correction of such errors in shipment or labeling or the providing of conforming Studio services or material at Studio’s expense; provided that the defective Deliverable is returned and written notice of such imperfection or error in labeling or shipment is received by Studio within ninety (90) days after shipment.

E.     Limitations for Delay in Delivery. Studio shall use reasonable efforts to deliver in accordance with delivery dates, but Studio is not liable for any loss or damages caused by Studio’s failure to meet any delivery date or times, or failure to give notice of delay.

F.     Limitations for Absence of Data Backups. 

i)      On-Set Back-ups for Dailies Services.  For “dailies” services provided by Studio, best practices require that Customer adhere to an “on-set” back-up solution, whereby original camera and sound Elements are safely copied to an “on-set back-up” before such Elements leave the production location.  In the event Customer elects not to implement any type of on-set back up for a project, (a) Customer accepts all risks associated with the resulting lack of data redundancy, and (b) in the event any data is degraded or corrupt upon delivery to Studio, then (x) Customer shall be solely responsibility for recovery of any data contained on such Elements, (y) Studio’s obligation shall be limited to returning the Elements to Customer (such that Customer, at its sole cost, may attempt data recovery), and (z) Studio shall not be liable for any loss, injury, or damage, direct, indirect or consequential, that may be incurred as a result of such degradation of corruption of the Elements.

ii)     Full Back-ups for Finishing Services.  For creative post production “finishing” services provided by Studio, best practices require that Customer utilize and maintain, during the duration of the Studio’s services, a full data back-up, either on spinning disk or tape (a “Full Back-up”).  In the event Customer (a) declines to purchase a Full Back-up service from Studio, (b) elects to provide its own full back-up solution (separate and apart from the service offered by Studio), or (c) elects not to implement any type of full back-up in the project workflow, then (x) Customer accepts all risks associated with the resulting lack of data redundancy, and (y) Studio shall not be liable for any loss, injury, or damage, direct, indirect or consequential, that may be incurred due to any resulting loss of data.

G.    Force Majeure. Without limiting the generality of the foregoing, Studio shall not be liable for any delay or loss due to delays or failures in performance caused directly or indirectly by the Element; acts of God; Customer, civil or military authorities; terrorism; civil unrest; fires; floods; quarantine restrictions; epidemics, pandemics or disease outbreaks; wars; riots; strikes; lock outs; labor difficulties; failures of equipment or transportation; whole or partial satellite malfunctions, uplink failures, internet outages, communications line failures or power failures; inability to obtain, or the failure of others to deliver, Element, machinery, equipment or qualified personnel; or any other cause beyond Studio’s reasonable control. In the event of a delay, the delivery or shipping date, as appropriate, shall be deemed extended for a period equal to the delay.

H.     Damages. Studio’s total liability for any and all loss or damage arising out of or in connection with any contract for services shall be limited to the total sums paid by Customer to Studio under such contract. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL STUDIO BE LIABLE TO ANY PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM: (a) ANY DEFECTIVE ELEMENT, DELIVERABLES, SERVICES, PRODUCTS OR EQUIPMENT; OR (b) DAMAGES TO, OR DESTRUCTION OF ELEMENTS OR DELIVERABLE BY STUDIO, WHETHER OR NOT SUCH DAMAGES ARE CAUSED BY THE NEGLIGENCE OF STUDIO, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; OR (c) ANY NEGLIGENCE OR BREACH OF DUTY (CONTRACTUAL OR OTHERWISE) BY STUDIO, INCLUDING, WITHOUT LIMITATION, IMPROPER STORAGE OR RETENTION, PROCESSING, PACKING, DELAY IN DELIVERY OR SHIPMENT, OR ERRORS IN SHIPMENT, OR LABELING.

7.     STUDIO LIENS; SECURITY INTEREST. In addition to any other liens, rights or remedies given to Studio under applicable law herein, Customer hereby grants, assigns and transfers to Studio a security interest in and lien on any and all Elements and Deliverables in the possession of Studio as security for payment of any and all services and materials furnished to Customer by Studio.

A.     Additional Payments. In the event Studio exercises its rights hereunder by selling the Elements or Deliverables at public or private sale, then Customer agrees to pay Studio on written demand whatever deficiency may be due after the proceeds are applied to payment of the indebtedness, including, without limitation, all legal and other costs, expenses and charges incurred in the collection, sale, delivery or preservation of the Elements or Deliverables.

B.     Title After Sale. Customer agrees that if Studio shall enforce its rights under any law, it or any other person acquiring title or interest in or to any Elements or Deliverables at public or private sale, shall have and is hereby granted, all right, title and interest of Customer in the Elements or Deliverables.

8.     RETENTION AND DISPOSAL OF INACTIVE ELEMENTS. Provided that all obligations that may arise hereunder have been paid to Studio, Customer shall remove from Studio’s premises all Elements and Deliverables within three (3) months after the last work thereon. If Customer fails to remove said Elements or Deliverables as herein provided, Studio may at any time, without further notice or liability to Customer or any other person, begin charging Customer a storage/retention fee per Element, destroy, erase, reuse or make any disposition of said Elements or Deliverables as Studio sees fit. Customer agrees to indemnify, hold harmless and defend Studio harmless from all liability arising out of or connected with Studio’s destruction or disposition of said Elements or Deliverables as provided herein.

9.     INSURANCE. Customer agrees to insure fully, at its own expense, Elements and Deliverables against all insurable risk, including damage or destruction of such Elements and Deliverables through the negligence of Studio. Such insurance against any and all losses (including incidental and consequential losses) for which insurance is available and the policy and the policy of insurance shall provide that the insurer waives all claims of subrogation against Studio. Studio shall not insure any Elements or Deliverables.

10.   TECHNICAL CALIBRATION AND EXHIBITION; PUBLICITY. Customer hereby grants Studio the right to use the Elements for technical calibration to adjust the system used to process the Element.

Following the theatrical release of the picture, the Customer hereby grants Studio the limited right to exhibit the Deliverables, or excerpts thereof, on Studio’s websites, in social media, in press releases, or in “demo reels” for the limited purpose of demonstrations of Studio’s work in accordance with standard industry practice.  Studio shall have the right to use the Customer’s name for Studio publicity and marketing purposes limited in reference to the product or services supplied by Studio.

11.   DELIVERY. Delivery shall be at Studio’s premises. Risk shall pass to Customer on delivery. On instruction from Customer, Studio will cause Elements and Deliverables to be transported to any destination (whether by courier, satellite, fiber, posted to an Internet site or server, or email) requested at the expense and risk of the Customer. Customer hereby consents to Studio posting Elements and Deliverables on an FTP site and providing access (via a user identification and password) to Customer’s vendors that are working on the same project as Studio and that have a need for the content on such site. Unless otherwise requested, Studio will ship all physical materials collect, via a carrier of its selection, and a handling charge will be added to all prepaid shipments.

12.   PROPRIETARY RIGHTS.

A.     Customer Ownership. As between Customer and Studio and subject to these Terms, Customer owns and shall retain all right, title and interest, including, without limitation, all IP Rights, in and to (i) the Elements, and (ii) upon full payment of the services, the Deliverables, except for the methods used therein for which Customer has a license as set forth below (“Customer IP”).

B.     Studio Ownership. As between Customer and Studio, Studio owns and shall retain all right, title, and interest, including, without limitation, IP Rights in and to the methods (“Studio IP”). No portion of such Studio IP will be deemed a “work for hire” and Studio will not be restricted in any way with respect thereto.  Customer acknowledges and agrees that: (i) Studio shall have the right to use the Studio IP in performing services for third parties and (ii) the work product and deliverables rendered as the result of such services may be substantially similar to the Deliverables, provided that Studio does not use any Customer IP; (iii) the Studio IP is Studio’s trade secrets; and (iv) Studio will not be prohibited or restricted at any time by Customer from utilizing any skills or knowledge of a general nature acquired during the course of providing the services, not uniquely applicable to Customer.

C.     License to Methodology. To the extent the Deliverables incorporate any Studio IP (other than the Studio Software, which is licensed pursuant to the separate license in Section 12-D below), Studio hereby grants Customer a non-exclusive, irrevocable, royalty-free, fully paid-up license, throughout the universe and in perpetuity, to use the methodology only as contained or embedded in the Deliverables solely as necessary in the distribution of the Customer products into which such Deliverables are incorporated.

D.     License to Software.

i) If access is granted to any Studio website, web portal or other software platform (whether SaaS, PaaS or IaaS) (collectively, the “Studio Software”), such Studio Software is licensed and not sold.  Customer acknowledges and agrees that Studio and/or its licensors owns all legal right, title and interest in and to such Studio Software, and all IP Rights that subsist in the Studio Software anywhere in the world.  Apart from a limited, personal, non-assignable license to use the Studio Software for its intended purpose, Customer obtains no right, title or interest in or to any such IP Rights in or to the Studio Software.  Except with the prior written consent of Studio, Customer must not disclose to any other person any usernames, passwords, tokens or other access methods supplied by Studio.

ii) Customer shall be solely responsible for maintaining its own equipment and establishing its own connection via the Internet to the Studio Software.  Customer shall not attempt to gain unauthorized access to the Studio Software or any restricted portion of the Studio Software, exceed its permitted use, attempt to access any other user’s data or content, or otherwise compromise any aspect of the Studio Software. Customer shall not take any action to interfere with the Studio Software or any other user’s use of the Studio Software.

iii) Customer will not:  (a) disassemble, copy, decompile, reverse engineer, recreate, modify, adapt, create derivative works from or otherwise attempt to discover the Studio Software; (b) delete, alter, cover, or distort any patent, copyright, trademark, or other proprietary rights notice placed by, on or in the Studio Software; and (c) sell, rent, lease, lend, sublicense, distribute, provide a service bureau or otherwise transfer or provide access to all or any portion of the Studio Software to any third party (including as an SaaS, IaaS or PaaS).

iv) Customer is solely responsible and liable, and Studio has no responsibility to Customer or any third party, for any content that is created, transmitted, stored or displayed by the Customer while accessing the Studio Software.

v) All rights not otherwise granted herein are reserved to Studio.

E.     Additional rights. Each party hereby expressly reserves all rights in and to its IP Rights, and the other party shall not acquire any such rights, whether by virtue of these Terms, operation of law, estoppel, or otherwise. Each party shall not contest, directly or indirectly, the validity or ownership of the other party’s IP Rights. Each party shall not, and shall not permit any other third parties to: (a) create derivative works from the other party’s IP Rights, (b) disassemble, decompile, reverse engineer, or otherwise attempt to discern any aspects of the other party’s IP Rights, (c) sublicense, lease, rent, loan or distribute or otherwise transfer or grant access to the other party’s IP Rights, or (d) otherwise use or attempt to exploit the other party’s IP Rights in a manner not expressly authorized by these Terms.

13.   MISCELLANEOUS.

A.     Governing law; Venue. These Terms shall be governed by California law. The exclusive venue for all legal proceedings shall be the County of Los Angeles, California.

B. Export Laws and Anti-Corruption. Customer shall not transmit, directly or indirectly, Studio’s confidential information or any technical data or goods or services received hereunder, except in accordance with all export laws and regulations of any governing body in the United States, the European Union, China and any other jurisdiction in which such information, data, goods or services are obtained.  Customer understands that Studio is subject to applicable anti-corruption laws, which may include the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78dd-1 et seq.), the UK Bribery Act 2010, and other applicable anti-corruption laws. Accordingly, neither Studio nor Customer nor any of their respective owners, officers, directors, employees, agents or representatives are permitted, directly or indirectly, to offer, pay, promise, authorize, or give anything of value to any government official (defined as any (i) government official, (ii) political party or official thereof, (iii) candidate for political office or (iv) officer or employee of a public international organization) for purposes of obtaining or retaining business or gaining any improper advantage.  

C.     Modification. These Terms constitute the entire agreement between Studio and Customer with respect to the subject matter contained herein. These Terms apply to every contract for the provision of services by Studio to the Customer and the supply of services by Studio shall not constitute acceptance of any other terms and conditions. Studio reserves the right to make changes to these Terms from time to time. An up-to-date copy will be available at https://thetrafik.com/legal/ or on request. Sales personnel are not authorized to amend, alter, waive or modify the terms of these Terms. These Terms may not be modified by language contained in any purchase order, invoice or other business form.

D.     Notices. All notices and communications hereunder to Studio shall be sent c/o TRAFIK, Inc., 1657 Euclid Street, Santa Monica, California 90404, Attn: Legal Department, unless notified otherwise in writing. Any notice or communication hereunder to Studio shall be deemed to have been duly given when in writing and actually received by Studio. All notices or communications hereunder to Customer shall be deemed to have been duly given when in writing and personally deposited in the United States Mail with postage prepaid to Customer at the last known address of Customer.

E.     Waiver. No failure or delay by Studio in exercising any of its rights under these Terms shall be deemed to be a waiver of any term, Customer’s breach or any subsequent breach of the same.

F.     Severability. The invalidity of any one of these Terms shall not affect the validity of the remaining Terms.

G.     Assignment; Subcontracting. These Terms shall bind and inure to the benefit of the respective heirs, principal representatives, successors, and assigns of the parties; provided that any credit extended to Customer shall not be extended to its successors and assigns without successful completion of a new credit application. Studio may assign these Terms or subcontract its services at its discretion and without notice to Customer.

H.    Parties. These Terms shall not constitute a partnership or employment relationship between the parties.

I.     Rights and Remedies. Studio’s rights and remedies shall be cumulative and not exclusive, and the exercise of any right or remedy shall not affect its right to enforce one or more other remedies.

TERMS AND CONDITIONS OF PURCHASE:

Except as may be otherwise provided on the face of the applicable Purchase Order, the following Terms and Conditions shall apply to any purchases by TRAFIK Inc., or any of its divisions, subsidiaries, brands, successors, assigns or affiliated entities (“TRAFIK”):

1. TERMS OF AGREEMENT:  The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between TRAFIK and the supplier (“Vendor”) identified in the Purchase Order.  Vendor’s electronic acceptance, acknowledgement of the Purchase Order, or commencement of performance constitutes Vendor’s acceptance of these terms and conditions.  Notwithstanding the foregoing, if a master agreement covering procurement of the goods or services described in the Purchase Order exists between Vendor and TRAFIK, the terms of such master agreement shall prevail over any inconsistent terms herein.

2. PRICES; INVOICING: 

2.1  The Purchase Order may not be filled at prices higher than those last quoted or charged by Vendor to TRAFIK, unless otherwise specified herein.

2.2 Unless otherwise specified in the Purchase Order, the price for the goods and/or services includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges.  Vendor will, at TRAFIK’s request, break-out from the price all such taxes and other charges, in its invoices.  Vendor shall use its best efforts to assist TRAFIK in all legal efforts to minimize the taxes resulting from the performance of the Purchase Order.

2.3  Payment will be in the currency of the country in which the TRAFIK entity or affiliate identified in the Purchase Order is located, and if the price set forth in the Purchase Order is not in the local currency, then TRAFIK will determine the local currency equivalent of the price as of date of payment.

2.4 TRAFIK will make any payments due under a Purchase Order within sixty (60) days after its receipt of a valid invoice from Vendor.

2.4.1 Invoice Detail.  Each invoice shall show: (a) the Goods/Service Order number to which the invoice relates; (b) the valid Purchase Order number relating to the Goods/Service Order; (c) the TRAFIK billing information identified on the applicable Goods/Service Order; and (d) the specific items billed, including hours billed for each of Vendor’s personnel performing under each Service Order.  TRAFIK, at its sole discretion, may refuse to pay any invoice not containing the required detail and, instead, return the invoice to Vendor within thirty (30) days of receipt. In such event, TRAFIK shall not be obligated to pay any sums billed by such returned invoice until thirty (30) days after TRAFIK receives a properly corrected invoice therefor.

2.4.3 E-mail Invoices. Invoices should be submitted to TRAFIK using the following e-mail address:

billing@thetrafik.com

3. DELIVERY DATES AND QUANTITIES:  The dates of delivery and quantities specified herein are of the essence of the Purchase Order, and delivery of all items must be made within the time specified.  If deliveries cannot be made on time and in the quantities specified, Vendor shall promptly notify TRAFIK, and TRAFIK shall have the right to purchase some or all of the items elsewhere.

4. RETURN PERIOD:  TRAFIK reserves the right to return the equipment to Vendor, opened or unopened, within 60 days at no cost to TRAFIK.  Vendor will pay all costs of shipping and insurance for the return of equipment.

5. Neither the Purchase Order nor any part thereof shall be assigned by Vendor without the written consent of TRAFIK.

6. CHANGES:  TRAFIK shall have the right, by written change order, to make changes from time to time as to packing, testing, destination, specifications, designs, and postponements of delivery.  If such changes cause an increase or decrease in the amount due, or in the time required for delivery, an equitable adjustment shall be made, and the Purchase Order shall be modified in writing.

7. WARRANTIES:  Vendor expressly warrants all items covered by the Purchase Order to be free from defects in material and workmanship and to be of the quality, size, description and dimensions required, and the express warranty shall not be deemed waived by reason of receipt of said terms and/or payment thereof by TRAFIK.  Vendor further warrants that all items covered by the Purchase Order will conform and comply with all applicable provisions of governmental laws, ordinances, rules and regulations.  The foregoing are in addition to all other warranties, expressed and implied, applicable to any items purchased hereunder.

8. INSPECTION AND REJECTION:  All items furnished will be subject to inspection and approval before acceptance by TRAFIK.  TRAFIK reserves the right to reject any items that do not fulfill the specifications of the Purchase Order or time of the delivery and (a) to return the rejected items to Vendor at Vendor’s risk and expense for full credit at the order price, without prejudice to any right to damages for such breach, or (b) to require Vendor to replace at Vendors’ expense rejected items at the unit price of the Purchase Order, or (c) to consider the Purchase Order breached as to the rejected quantity and cancelled as to any unfilled portion of the Purchase Order, and to hold Vendor fully liable for such breach and cancellation.

9. DATA:  Vendor agrees not to use or disclose any data or designs furnished by or belonging to TRAFIK, except in the performance of the Purchase Order.  Upon TRAFIK’s request all such data or designs, and all copies thereof, shall be promptly returned to TRAFIK.

10. PATENTS:  Vendor guarantees that the items furnished under the Purchase Order, and the sale or use of them, will not infringe any patents, copyrights, or trademarks.  In the event of any claim of such infringement against TRAFIK or TRAFIK’s customers based on items furnished by Vendor hereunder, Vendor agrees to repurchase such articles from TRAFIK at the order price, and to indemnify and save harmless TRAFIK and all such customers from all expenditures of any nature whatsoever incurred by TRAFIK and/or such customers as a result thereof.

11. TERMINATION FOR DEFAULT:  TRAFIK may by written notice of default to Vendor, terminate the whole or any part of the Purchase Order if (a) Vendor fails to make delivery of the ordered items within the time specified herein, or (b) Vendor fails to perform any of the other provisions of the Purchase Order, or so fails to make progress as to endanger performance of the Purchase Order in accordance with its terms, or (c) Vendor becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors.  In the event of such termination TRAFIK may procure similar items upon such terms and in such manner as the TRAFIK may deem appropriate, and Vendor shall be liable to TRAFIK for any excess costs for such similar items.  TRAFIK’s rights and remedies under the paragraph are in addition to any other rights and remedies provided by law or under the Purchase Order.

12. LIMITATION OF LIABILITY:  TRAFIK’s total liability for any and all loss or damage arising out of or in connection with any contract for services shall be limited to the total sums paid by TRAFIK under such contract. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL TRAFIK BE LIABLE TO ANY PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER.

13. MODIFICATIONS; NONWAIVER:  No agreement or other understanding in any way modifying these terms and conditions shall be binding upon TRAFIK unless made in writing and signed by authorized representative of TRAFIK.  TRAFIK reserves the right to make changes to its standard terms and conditions from time to time.  An up-to-date copy will be available at https://thetrafik.com/legal/ or on request. TRAFIK personnel are not authorized to amend, alter, waive or modify the terms of these terms. TRAFIK shall not be bound by any terms or conditions contained in Vendor’s acknowledgement forms, invoices, or other communications, unless acceptance of such terms and conditions is expressly made by TRAFIK in writing.  In no event shall the receipt of any items by TRAFIK be deemed as acceptance of any such terms or conditions.  No waiver by either party of any default on the part of the other party shall be deemed a waiver of any subsequent default.

14. GOVERNING LAW; VENUE:  The Purchase Order and Vendor’s acceptance thereof shall be governed by the laws of the State of California.  The exclusive venue for all legal proceedings shall be the County of Los Angeles, California.  In any action relating to the Purchase Order or the items covered by the Purchase Order, the prevailing party shall be entitled to recover costs and reasonable attorney’s fees.

15.  PERSONAL INFORMATION.  Vendor may receive Personal Information from TRAFIK, its affiliates or third parties for the purpose of performing services on behalf of TRAFIK or providing products as described in the Purchase Order. Vendor agrees that with regard to all Personal Information collected, processed, stored or transmitted by, or accessible to Vendor in the course of the Agreement, Vendor will process such Personal Information only on behalf of TRAFIK, according to the directions set forth by TRAFIK, and will not retain, use, or disclose any Personal Information provided by TRAFIK (or provided by an affiliate or a third party on TRAFIK’s behalf) or collected by Vendor on TRAFIK’s behalf for any purpose other than (i) providing the services and/or products under the Purchase Order; (ii) using the Personal Information internally to verify or maintain the quality or safety of the services and/or products, and to improve, upgrade or enhance the services for TRAFIK; or (iii) using the Personal Information to comply with Vendor’s legal obligations. As used herein, “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Personal information includes any information relating to an identified or identifiable person that is defined by applicable law as covered by such or similar term, as well as information that would be publicly available where such would otherwise be protected as personal information by applicable law.

Vendor acknowledges that it is prohibited from: (i) selling the Personal Information; (ii) retaining, using, or disclosing the Personal Information for any purpose other than providing to TRAFIK the services and/or products specified in the Purchase Order; or (iii) retaining, using, or disclosing the Personal Information outside of the direct business relationship with TRAFIK.  Vendor certifies that it understands and will comply with the restrictions contained herein.