TREAD GLOBAL TERMS AND CONDITIONS OF SERVICE
The Tread Global Terms and Conditions of Service (the “Terms”) apply to all Services performed by
Tread Global and form part of the Agreement between Customer and Tread Global INC for Services.
By entering into an Agreement with Tread Global for Services or by receiving Services from Tread
Global, Customer agrees to the following terms and conditions.
- SERVICES. Tread Global performs Consulting and Project Management Services related to
the sourcing of design, manufacture, transportation and importation (collectively the “Services”) of
finished goods and prototypes (“Products”). Tread Global shall act as Customer’s representative to
source, negotiate and obtain goods or services from qualified suppliers for the purpose of Product
Development. Tread Global sources independent contractors such as but not limited to, shipping
logistics specialists, attorneys practicing in or familiar with jurisdiction of where product will be
manufactured, customs brokers, production factories and manufacturing facilities, suppliers, graphic
designers, engineers, quality control specialists. The specific Services to be performed for Customer
shall be set forth in a separate Statement of Work (“SOW”), which shall be subject these Terms and
shall be mutually agreed by the Parties.
- PRICING AND PAYMENT TERMS.
2.1 Prices and additional payment terms for the Services shall be set forth in an applicable
Statement of Work. Customer shall pay all fees for the selected Service as specified in the
SOW (“Service Fee”). Customer agrees that: (i) payment obligations are non-refundable; (ii)
additional Service Fees will be incurred if Customer changes the scope, upgrades or
purchases more Services during any Term, (iii) all costs and fees charged to Tread Global by
any independent contractors or suppliers incurred in providing the Service shall be paid by
2.2 All Service Fees are due and payable upon receipt of invoice by Customer. All
payments shall be made in U.S. dollars and, unless otherwise agreed by Tread Global, be paid
via ACH or wire transfer to the Tread Global account set forth in the invoice. Deposit and or
Payments instructions are subject to change and shall be determined by Tread Global.
2.3 If payment is not received within thirty (30) days from date of invoice, such late payment
shall be subject to a service charge equal to 1.5% per month of the amount due (or the
maximum legal rate, if less). If Customer’s account is thirty (30) days or more overdue, in
addition to any of its other rights or remedies, Tread Global reserves the right to suspend
performance of the Service s without liability to Customer, until such amounts are paid in full.
In the event of non-payment the Customer will reimburse Tread Global for all costs and
expenses (including but not limited to legal, collection, storage and late fees due to factories)
incurred in the collection of any overdue amount. Without prejudice
to any other rights which Tread Global may have, in the event of nonpayment of any sums
outstanding on the due date, Tread Global shall have the right to cease supplying other Goods
ordered by the Buyer from Tread Global whether under this contract or any other. After ninety
(90) days past due Tread Global has the right to liquidate said goods to recover all expenses.
The Buyer understands that each payment is non-refundable.
- TAXES. Fees for Services do not include any federal, state, county, or local sales,
excise tax, or taxes imposed by any foreign governmental entity unless otherwise stated.
Other than taxes on Tread Global’s net income, Customer is solely responsible for, and shall
pay all such taxes, including personal property, inventory, gross receipts, sales, value added
and use taxes related to the Services and Products.
- INDEPENDENT CONTRACTOR. Tread Global provides Services to Customer as an
independent contractor. Nothing herein is intended, nor shall be construed, to create an
employment, agency, partnership, joint venture or other relationship.
- TERM AND TERMINATION
5.1 TERM. The term of this Agreement shall commence on the Effective Date and shall
continue in effect until all Statement of Works have been completed, terminated or have
expired. This Agreement may be renewed upon mutual agreement of the parties. The initial
term and any and all renewal terms are referred to herein as the “Term.”
5.2 TERMINATION. Either party may terminate the Agreement or a Statement of Work
thereunder if the other party: (a) fails to cure any material breach of these Terms within thirty
(30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection
under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or
comparable proceeding, or if any such proceeding is instituted against that party. Tread Global
may terminate any Statement of Work, or the Agreement, for convenience upon 30-days prior
written notice, provided that Tread Global will refund any already paid Service Fees pro rated
for any remaining Term after such termination for convenience. No refund will be given in the
event of termination for cause by Tread Global.
6.1 DEFINITION. “Confidential Information” means information disclosed by a party
(“Discloser”) to the other party (“Recipient”) that is marked “Confidential,” or that is confirmed in
writing to be confidential within ten (10) business days of oral disclosure. Regardless of marking, (i)
Tread Global’s Confidential Information includes the Service, the Order Form, pricing, supplier lists, and
information regarding the Services not publicly known; and (ii) Customer’s Confidential Information
includes Customer’s Product plans. Confidential Information does not include any information that: (i)
is or becomes publicly known through no fault of the Recipient; (ii) was known to the Recipient prior to
disclosure by Discloser without violation of any confidentiality obligation to Discloser; (iii) is received by
Recipient from a third party with no duty of confidentiality; or (iv) is independently developed by
6.2 NON-DISCLOSURE. Recipient will use the same degree of care to protect Discloser’s
Confidential Information that it uses to protect its own confidential information, but no less than
reasonable care. Unless authorized by Discloser, Recipient shall only use Confidential Information as
needed to perform under these Terms, and shall not disclose any Confidential Information to any third
party except to Recipient’s personnel and subcontractors requiring the Confidential Information to
perform under these Terms and who are bound by written confidentiality obligations with respect to
the Confidential Information. Recipient may disclose Confidential Information if compelled by law to do
so, but will promptly give Discloser notice of such compelled disclosure to the extent permitted by law.
- NON-COMPETITION. Customer acknowledges that Tread Global’s Confidential
Information includes information regarding Tread Global’s suppliers, contract manufacturers,
designers, mold developers, and other service providers with whom Tread Global sources and
contracts to provide Services for Tread Global’s customers. As such, information about such
suppliers, their identity, prices, location and services is proprietary to Tread Global’s business.
Customer agrees that during the Term of the Agreement and for 2 years thereafter, Customer
shall not retain, contract with, or disclose the identity of Tread Global’s suppliers, either directly
or through a third party, without the express written permission of Tread Global.
- REPRESENTATIONS AND WARRNTIES.
8.1 The parties have the power to enter into and perform this Agreement, and the execution
of this Agreement has been duly authorized by all necessary corporate action.
8.2 This Agreement constitutes a valid and binding obligation on each party, enforceable in
accordance with its terms.
8.3 No suit, action, arbitration, or legal, administrative, or other proceeding or governmental
investigation is pending or threatened against or affecting the parties, their business or
properties, their financial or other condition, or the transactions contemplated under this
8.4 No consent or approval of any other person or governmental authority is necessary for
this Agreement to be effective .
8.5 Neither the execution or delivery of this Agreement nor the consummation of the
transactions contemplated by it would constitute a default or violation of the parties’ articles of
incorporation, bylaws, or any license, lease, franchise, mortgage, instrument, or other
8.6. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
THE PARTIES MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. THE PARTIES HEREBY SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
- INDEMNITY. Except to the extent of Tread Global’s negligence or willful misconduct,
Customer shall at all times indemnify, defend and hold harmless Tread Global, its agents and
employees from and against all actions, settlements, losses, damages, claims, costs, and expenses
(including reasonable attorney’s fees), relating to or in any way arising from the negligence and willful
misconduct of Customer, including, without limitation, claims for bodily injury, death and damage to
property or to Customer’s agents, contractors and employees asserted, against Contractor which
claims relate, directly or indirectly, to Customer’s Products or performance under this Agreement.
- FORCE MAJEURE. If any party fails to perform its obligations because of strikes, lockouts, labor
disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for
labor or materials, governmental restrictions, governmental regulations, governmental controls,
judicial orders, enemy or hostile governmental action, war, civil commotion, fire, or other casualty, or
other causes beyond the reasonable control of the party obligated to perform, then that party’s
performance will be excused. This clause shall not apply to obligations to pay for Services performed
- LIMITATION OF LIABILITY.
12.1 LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT SHALL EITHER
PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER FOR ALL DIRECT DAMAGES,
LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING
NEGLIGENCE, OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT
EXCEED THE AMOUNTS DUE AND PAYABLE TO TREAD GLOBAL OVER THE TWELVE
MONTH PERIOD PRECEEDING THE CLAIM AT ISSUE.
12.2. NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL TREAD GLOBAL BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOST
PROFITS, LOST SALES, AND LOST OPPORTUNITY COSTS), PUNITIVE, OR OTHER EXTRAORDINARY
DAMAGES OF ANY KIND RESULTING, FROM OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND EVEN IF TREAD GLOBAL OR
CUSTOMER ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE PROHIBITION ON THE
FOREGOING TYPES OF DAMAGES SHALL APPLY WHETHER THE DAMAGES ARE CHARACTERIZED AS
“CONTRACT DAMAGES,” “TORT DAMAGES” OR OTHERWISE.
12.3 NO LIABILITY FOR LOSS, DAMAGE, OR DELAY DURING TRANSPORTATION,
STORAGE OR IMPORT/EXPORT OF GOODS. Customer acknowledges that Tread Global is
not a carrier. In the event that Tread Global manages transportation of goods on behalf of
Customer pursuant to a Statement of Work or otherwise in the course of providing services to
Customer, Tread Global acts in the capacity of a transportation manager only. Tread Global is
not a licensed customs broker and does not hold itself out to be a customs broker. Customer
acknowledges and agrees that Tread Global is not itself a provider of transportation, is not a
licensed customs broker and does not act in the capacity of as a freight forwarder or any other
form of transportation intermediary. Tread Global’s sole role with regard to the transportation,
import and export of goods shall be to source and manage transportation and brokerage
services on behalf of Customer. In no event shall Tread Global be liable for any damage, loss,
theft, delay, shrinkage, duties, seizure by customs authorities, or fines related to the
transportation of goods hereunder.
- INTELLECTUAL PROPERTY. Any and all inventions, moulds (molds), intellectual
property, developments and or innovations conceived by Customer relative to the duties under
this Agreement shall be the exclusive property of the Customer.
- COMPLIANCE WITH APPLICABLE LAWS.
14.1 COMPLIANCE WITH LAW. Customer and Tread Global will at all times comply with all
applicable laws, statutes, ordinances, rules, regulations, orders, and other legal requirements,
regardless of whether such law, statute, ordinance, rule, regulation, order, or legal requirement
had taken effect on the Effective Date or on some later date.
14.2 TRADE COMPLIANCE. The Services are subject to the import and export laws and
regulations of the United States and other jurisdictions. Each party represents and warrants
that it is not named on any U.S. government denied-party list. Customer shall not export or re-
export to a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria),
transact with a denied party, or act in violation of any U.S. export law or regulation. A violation
of this section 13.2 shall be grounds immediate for termination for cause of the Agreement.
14.3 ANTI-CORRUPTION ACT COMPLIANCE (FCPA). Customer and Tread Global shall
comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Anti-Bribery Act, and
the anti-corruption laws of any other applicable jurisdiction (together referred to as the “Anti-
corruption Acts”). The parties represent, warrant, and covenant that they will not offer any
payment or other gift or promise, or authorize the giving of anything of value, for the purpose of
influencing an act or decision of an official of any government (as defined by the FCPA to
include officers of state-owned enterprises and seconded government officials). The parties
represent, warrant, and covenant that they will not offer any payment or other gift or promise,
or authorize the giving of anything of value, to any person or company for the purpose of
obtaining, retaining, or directing any business to itself or its affiliates. A violation of this section
13.3 shall be grounds immediate for termination for cause of the Agreement.
- GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Colorado, without reference to rules regarding conflicts of laws.
Any dispute arising out of this Agreement shall be submitted to a state or federal court sitting in
Denver, Colorado, which, subject to the arbitration requirement herein, shall have the exclusive
jurisdiction regarding the dispute and to whose jurisdiction the parties irrevocably submit.
- ARBITRATION. Any dispute, controversy or claim arising out of or relating to this
contract, including the formation, interpretation, breach or termination thereof, including
whether the claims asserted are arbitrable, will be referred to and finally determined by
arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will
consist of one arbitrator. The place of arbitration will be Denver, Colorado. The language to be
used in the arbitral proceedings will be English. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
- NOTICE. All notices required to be given under the terms of this Agreement or which
either party hereto may desire to give to the other shall be in writing, signed by or on behalf of
the party providing the notice, and if to Tread Global, sent by certified mail to the addresses set
forth below or at such other address as either party may furnish to the other in writing: Tread
Global INC, Attention: Legal Department, PO Box 140196, Denver, CO 80214, United
- SURVIVAL. The rights and obligations of the parties under Sections 2, 3, 6, 7, 8, 10, 12,
15, 17, and 18 of this Agreement shall survive any termination of this Agreement.
- SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the
benefit of the parties and their heirs, legal representatives, successors and assigns.
- WAIVER. No delay or omission to exercise any right, power, or remedy accruing to a Party
under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a
waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or
any right or remedy under this Agreement (1) shall be effective unless it is in writing and signed by the
party making the waiver; (2) shall be deemed to be a waiver of, or consent, to any other breach, failure
of a condition, or right or remedy, or (3) shall be deemed to constitute a continuing waiver unless the
writing expressly so states.
- SEVERABILITY. If a court or an arbitrator of competent jurisdiction holds any provision of
this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of
the remaining provisions of this Agreement shall not be affected.
- GOVERNING LANGUAGE. The governing language of the Agreement shall be English.
Translations shall be for convenience of the Parties and both Parties acknowledge and agree that this
Agreement has been prepared and executed in English only.
- NO THIRD PARTY BENEFICIARIES. No provisions of this Agreement are intended or shall be
construed to confer upon or give to any person or entity other than Scout Exchange and Partner (and
any of their permitted assignees hereunder) any rights, remedies or other benefits under or by reason
of this Agreement.
- ENTIRE AGREEMENT. This Agreement, including the Tread Global Terms and Conditions of
Service, and all other agreements, exhibits, and schedules referred to in this Agreement, constitutes
the final, complete, and exclusive statement of the terms of the agreement between the parties
pertaining to the providing of Services by Tread Global to Customer and supersedes all other prior or
contemporaneous oral or written understandings and agreements of the parties. No party has been
induced to enter into this Agreement by, nor is any party relying on, any representation or warranty
except those expressly set forth in this Agreement.
END OF TERMS AND CONDITIONS OF SERVICE