Disponible en inglés y vietnamita. La versión autorizada es el texto en inglés.

FactoryChecks — Terms of Service (Factories)

Effective: 2026-05-26

Acceptance & Eligibility / Authority to Bind
Nature of Participation
Factory Authorization Representation
Evidence & Data-Use Consent
No Guarantee to the Factory
Confidentiality
Disclaimers
Limitation of Liability
Indemnification
Data & Privacy
Acceptable Use
Dispute Resolution
Suspension, Termination & Removal
Changes to These Terms
General Provisions

1. Acceptance & Eligibility / Authority to Bind

1.1 Operator. The Platform is operated by AlienLogicLab, LLC, a Wyoming limited liability company ("AlienLogicLab," "FactoryChecks," "we," "us," or "our"). "Platform" and "Services" mean the FactoryChecks website, applications, and all associated services.

1.2 Agreement. These Terms of Service (Factories) ("Factory Terms" or "Agreement") govern the Factory's access to and participation in the Platform and Services. By registering a factory profile, submitting information, accepting an Inspection invitation, or otherwise participating in the Platform in any capacity, the individual taking such action ("you") agrees to these Factory Terms on behalf of the manufacturing entity you represent ("Factory"). If you do not agree, you must not register, submit information, accept an Inspection, or otherwise participate.

1.3 Eligibility. To participate, the Factory must:

(a) be a validly constituted legal entity (corporation, limited liability company, partnership, sole proprietorship, or equivalent) lawfully organized and operating under applicable law;

(b) not be prohibited from using the Services under applicable law, regulation, sanctions regime, or export-control requirement; and

1.4 Authority to Bind — Individual Warranty.

THE INDIVIDUAL ACCEPTING THESE FACTORY TERMS ON BEHALF OF A FACTORY REPRESENTS AND WARRANTS THAT: (i) THEY ARE AT LEAST 18 YEARS OF AGE; (ii) THEY HAVE FULL LEGAL AUTHORITY TO BIND THE FACTORY TO THESE FACTORY TERMS; AND (iii) THEIR ACCEPTANCE CONSTITUTES A VALID, BINDING, AND ENFORCEABLE OBLIGATION OF THE FACTORY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THESE TERMS AND THE FACTORY MUST NOT PARTICIPATE IN THE PLATFORM.

If the individual accepting these Factory Terms is later found to lack authority, that individual agrees to be personally bound by the obligations herein to the maximum extent permitted by applicable law.

1.5 Amendment and Reacceptance. If FactoryChecks amends these Factory Terms, continued participation after the effective date of the amendment constitutes acceptance of the updated terms. See Section 14.

2. Nature of Participation

2.1 Voluntary Participation. Factory participation in the Platform is entirely voluntary. No Factory is required to register, accept an Inspection invitation, or submit any information. A Factory may withdraw its participation at any time, subject to the wind-down provisions in Section 13.

2.2 Invited Inspections. An "Inspection" is an authorized, invited on-site or remote operational assessment conducted by a FactoryChecks inspector or authorized representative. Inspections occur only upon the Factory's affirmative invitation and acceptance. FactoryChecks does not conduct uninvited or covert assessments.

2.3 Capability Verification and Qualification Support. FactoryChecks provides operational capability verification and qualification support — structured tools and processes through which a Factory can demonstrate, evidence, and communicate its manufacturing capabilities to potential Buyers. FactoryChecks:

(a) produces Capability Assessments and Inspection Reports — structured, evidence-based operational observations derived from information made available by the Factory during an Inspection or registration;

(b) computes an Inspector Confidence Score — a confidence indicator reflecting the degree to which observed evidence supports stated capabilities, NOT a certification, rating, guarantee, or independent audit opinion; and

2.4 Not Auditing or Certification. FactoryChecks is not an auditing body, certification authority, standards body, or regulatory inspector. The Services do not constitute a third-party audit, ISO certification, regulatory compliance assessment, quality management system audit, or any equivalent certification or assurance scheme. Nothing in these Factory Terms or in any Capability Assessment or Inspection Report should be construed as such.

2.5 Not Investigative. FactoryChecks provides capability verification and qualification support. It does not publish public factory rankings, blacklists, public exposé content, or investigative/journalistic analyses. Capability Assessments are structured capability transparency tools.

3. Factory Authorization Representation

THIS SECTION IS A CRITICAL CONDITION OF THE FACTORY'S PARTICIPATION. READ IT CAREFULLY.

3.1 Core Authorization Representation and Warranty. As a fundamental condition of participating in the Platform and as a material inducement to FactoryChecks to permit such participation, the Factory represents and warrants, continuously from the time of acceptance through the conclusion of each Inspection and thereafter with respect to all information disclosed:

(a) Full Legal Authority. The Factory has full legal right, power, and authority to: (i) permit FactoryChecks inspectors and authorized representatives to access its premises, equipment, processes, records, and personnel to the extent made available during an Inspection; (ii) disclose to FactoryChecks all information, documents, data, materials, samples, and evidence made available in connection with an Inspection or registration ("Disclosed Information"); and (iii) authorize FactoryChecks to capture, store, process, analyze, and use the Disclosed Information in accordance with Section 4 of these Factory Terms.

(b) No Third-Party Conflicts. The Factory's permission of the Inspection and disclosure of the Disclosed Information does not, and will not, violate, breach, or conflict with: (i) any non-disclosure agreement, confidentiality obligation, or secrecy agreement to which the Factory is a party or by which it is bound, whether with a customer, supplier, joint-venture partner, licensor, or other third party; (ii) any customer-confidentiality clause, supply agreement, or purchase-order term that restricts the Factory's right to disclose information about its processes, customers, products, or business; (iii) any trade-secret or proprietary-rights obligation owed to any third party; (iv) any export-control law, regulation, or license (including but not limited to the U.S. Export Administration Regulations, International Traffic in Arms Regulations, or analogous Vietnamese, Singaporean, EU, or other applicable export-control regimes); or (v) any applicable law, regulation, or court order.

(c) No Customer-Confidential Material. The Factory will not expose, disclose, display, or make available to FactoryChecks any information that belongs to, or is confidential to, a third-party customer of the Factory — including but not limited to customer-specific product designs, tooling, formulations, specifications, pricing, purchase volumes, identity (where covered by a confidentiality obligation), or production schedules — without the express prior written consent of the relevant customer.

(d) Compliance with Applicable Law. The Factory's participation in the Platform, its acceptance of the Inspection, and its disclosure of Disclosed Information comply in all material respects with applicable laws and regulations, including labor, environmental, safety, export, and privacy laws.

3.2 Ongoing Obligation. These representations and warranties are made as of the date of acceptance, are deemed repeated at the commencement of each Inspection, and are continuing obligations throughout the Term.

3.3 Notification Obligation. If at any time the Factory becomes aware of any fact or circumstance that makes any representation in Section 3.1 inaccurate or that could cause the Factory to be unable to fulfill any representation in Section 3.1, the Factory must notify FactoryChecks in writing as soon as practicable and, in any event, before any scheduled Inspection proceeds.

3.4 Indemnification for Breach. Without limiting Section 9 (Indemnification), the Factory agrees to defend, indemnify, and hold harmless FactoryChecks, AlienLogicLab, LLC, and their respective officers, directors, members, employees, agents, successors, and assigns (collectively, "FactoryChecks Parties") from and against any and all claims, demands, suits, proceedings, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach or alleged breach of the representations and warranties in Section 3.1, including without limitation any claim by a third-party customer, supplier, licensor, or regulatory authority arising from the Factory's disclosure of information in connection with the Platform.

4.1 Authorization to Capture and Store. By accepting an Inspection and participating in the Platform, the Factory authorizes FactoryChecks to:

(a) capture, record, photograph, and document the Factory's premises, equipment, processes, people (subject to applicable privacy law and Section 10), and operational evidence during an Inspection;

(b) receive, store, and retain Disclosed Information submitted through the Platform;

(d) store all of the foregoing on FactoryChecks' infrastructure, which is hosted in Singapore (see Section 4.5 regarding cross-border transfer disclosure).

4.2 Buyer-Facing Capability Assessments. The Factory authorizes FactoryChecks to:

(a) compile and publish Capability Assessments and Inspection Reports on the Platform for access by Buyers;

(b) include in Capability Assessments any non-confidential operational observations derived from the Inspection and Disclosed Information;

(d) update, revise, or supplement Capability Assessments if FactoryChecks conducts a subsequent Inspection or receives updated information.

4.3 Derived Scoring and Benchmarking. The Factory further authorizes FactoryChecks to use Disclosed Information and Capability Assessments, in identified or de-identified form, to:

(a) develop, train, calibrate, and improve internal scoring models, algorithms, and matching systems;

(b) benchmark the Factory's capabilities against anonymized, aggregated data from other Platform participants; and

4.4 Anonymized Aggregation. FactoryChecks may use Disclosed Information in anonymized and aggregated form (from which the Factory cannot reasonably be identified) for any lawful purpose, including market research, product development, capability trend analysis, and publication of aggregate industry insights. FactoryChecks will not publish individually identified Factory data in aggregated reports without the Factory's separate consent.

4.5 Cross-Border Transfer Disclosure. The Factory acknowledges and consents to the transfer and storage of Disclosed Information (including any personal data contained therein) on servers located in Singapore, operated by or on behalf of FactoryChecks. FactoryChecks will apply appropriate safeguards to such transfers consistent with applicable data protection law, including Vietnam's Personal Data Protection Decree ("PDPD"), Singapore's Personal Data Protection Act ("PDPA"), the EU/UK General Data Protection Regulation ("GDPR") where applicable, and the California Consumer Privacy Act/California Privacy Rights Act ("CCPA/CPRA") where applicable. See the FactoryChecks Privacy Policy for full details.

4.6 Excluded Categories. The authorizations in this Section 4 do not extend to:

(a) third-party customer-confidential information (see Section 3.1(c));

(b) information the Factory designates in writing as "restricted/confidential" prior to or at the commencement of an Inspection, provided FactoryChecks accepts such designation in writing; or

4.7 Retention and Deletion. FactoryChecks will retain Disclosed Information and Capability Assessments for the period set out in the Privacy Policy. Upon termination and written request, FactoryChecks will delete or anonymize the Factory's identified personal data to the extent required by applicable law, subject to FactoryChecks' legitimate interests in retaining anonymized operational data.

4.8 No Obligation to Publish. FactoryChecks has no obligation to publish, maintain, update, or make available any Capability Assessment or Factory profile. FactoryChecks may remove, suspend, or modify any Factory profile or Capability Assessment at its sole discretion.

5. No Guarantee to the Factory

5.1 No Buyer Interest Guarantee. FactoryChecks makes no representation or guarantee, express or implied, that:

(a) any Buyer will view, consider, contact, or engage the Factory as a result of its participation in the Platform or the publication of a Capability Assessment;

(b) the Factory will receive any leads, inquiries, purchase orders, contracts, or business of any kind through the Platform;

(d) the Factory's participation will result in any commercial, reputational, or other benefit.

5.2 No Outcomes Guarantee. FactoryChecks is a structured capability transparency and qualification-support platform. It is not an agent, broker, intermediary, or representative of the Factory, and it does not guarantee any commercial outcomes, matches, or introductions.

5.3 No Accuracy Warranty on Factory-Provided Data. Capability Assessments are derived in part from information provided by the Factory. FactoryChecks does not warrant the accuracy, completeness, or fitness for purpose of any Capability Assessment to the Factory or to any third party; the Factory acknowledges that assessments reflect point-in-time observations and may be incomplete, outdated, or subject to error.

6. Confidentiality

6.1 FactoryChecks Confidential Information. The Factory acknowledges that FactoryChecks may share certain non-public information in the course of the Factory's participation, including Inspection methodologies, scoring criteria, platform algorithms, pricing, and business processes ("FactoryChecks Confidential Information"). The Factory agrees to: (a) hold FactoryChecks Confidential Information in strict confidence; (b) use it solely for the purpose of participating in the Platform; and (c) not disclose it to any third party without FactoryChecks' prior written consent.

6.2 Factory Confidential Information. FactoryChecks acknowledges that Disclosed Information may include sensitive operational and commercial information of the Factory ("Factory Confidential Information"). FactoryChecks agrees to: (a) use Factory Confidential Information solely for the purposes described in Section 4; (b) not sell Factory Confidential Information in individually identified form to third parties; and (c) implement reasonable security measures consistent with industry standards to protect Factory Confidential Information.

6.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party before disclosure with no obligation of confidentiality; (c) is independently developed without use of confidential information; (d) is disclosed by the receiving party with the disclosing party's prior written consent; or (e) must be disclosed by applicable law, regulation, or court order, provided that the disclosing party gives prompt written notice to the other party to the extent permitted by law.

6.4 Survival. Confidentiality obligations survive termination of this Agreement for three (3) years, except that obligations with respect to trade secrets survive indefinitely.

7. Disclaimers

7.1 As-Is / As-Available.

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FACTORYCHECKS AND THE FACTORYCHECKS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO: (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS; (c) WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY CONTENT, CAPABILITY ASSESSMENT, INSPECTION REPORT, OR INSPECTOR CONFIDENCE SCORE; AND (d) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

7.2 No Certification or Endorsement.

CAPABILITY ASSESSMENTS AND INSPECTION REPORTS ARE EVIDENCE-BASED OPERATIONAL OBSERVATIONS. THEY DO NOT CONSTITUTE CERTIFICATION, ENDORSEMENT, AUDIT OPINION, REGULATORY APPROVAL, ACCREDITATION, OR ANY GUARANTEE OF A FACTORY'S QUALITY, COMPLIANCE, PERFORMANCE, SAFETY, FINANCIAL STANDING, OUTPUT, OR DELIVERY. THE INSPECTOR CONFIDENCE SCORE IS A CONFIDENCE INDICATOR ONLY.

7.3 Third-Party Conduct. FactoryChecks does not warrant or guarantee the conduct, integrity, or suitability of any Buyer, and is not responsible for any Buyer's actions or decisions made in reliance on a Capability Assessment.

7.4 Regulatory Compliance. Nothing in these Factory Terms or on the Platform constitutes legal, regulatory, compliance, export, or customs advice. The Factory remains solely responsible for its own legal and regulatory compliance.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE FACTORYCHECKS PARTIES BE LIABLE TO THE FACTORY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF CONTRACTS, OR COST OF SUBSTITUTE GOODS OR SERVICES — HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) — EVEN IF FACTORYCHECKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Aggregate Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FACTORYCHECKS PARTIES' TOTAL AGGREGATE LIABILITY TO THE FACTORY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE FACTORY TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID BY THE FACTORY TO FACTORYCHECKS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED UNITED STATES DOLLARS (US$100).

8.3 Essential Basis. The Factory acknowledges that the limitations in this Section 8 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the Factory and FactoryChecks. FactoryChecks would not have agreed to provide the Services at no charge (or at the fees charged) absent these limitations.

8.4 Non-Waivable Rights. Nothing in this Section 8 limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable mandatory law. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages; in such jurisdictions, FactoryChecks' liability is limited to the minimum extent permitted by applicable law.

9. Indemnification

9.1 Factory's General Indemnification. The Factory agrees to defend, indemnify, and hold harmless the FactoryChecks Parties from and against any and all third-party claims, demands, suits, proceedings, judgments, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

(a) the Factory's use of, or participation in, the Platform or Services;

(b) any information, data, or materials submitted or made available by the Factory through the Platform or during an Inspection;

(d) any breach of the representations and warranties in Section 3 (Factory Authorization Representation), including any claim by a third-party customer, supplier, licensor, regulatory authority, or other third party arising from the Factory's unauthorized disclosure of information during an Inspection;

(e) the Factory's violation of any applicable law, regulation, or third-party right, including any intellectual property right, privacy right, trade-secret right, or export-control obligation; or

(f) any negligent, reckless, or willful act or omission by the Factory or its employees, agents, or representatives in connection with the Platform.

9.2 Indemnification Procedure. FactoryChecks will: (a) promptly notify the Factory of any claim for which it seeks indemnification (failure to provide prompt notice does not relieve the Factory of its obligation except to the extent the Factory is materially prejudiced thereby); (b) give the Factory reasonable control of the defense and settlement of the claim, provided that FactoryChecks may participate at its own expense with counsel of its choice; and (c) cooperate reasonably with the Factory's defense. The Factory may not settle any claim that imposes any obligation, restriction, or liability on FactoryChecks without FactoryChecks' prior written consent.

10. Data & Privacy

10.1 Privacy Policy. The collection, use, storage, and transfer of personal data in connection with the Factory's participation in the Platform is governed by the FactoryChecks Privacy Policy, which is incorporated herein by reference. In the event of conflict between these Factory Terms and the Privacy Policy regarding personal data, the Privacy Policy governs.

10.2 Factory's Privacy Obligations. The Factory represents and warrants that, to the extent it provides FactoryChecks with personal data of its employees, contractors, or agents in connection with an Inspection or registration, the Factory: (a) has the legal authority and, where required, the consent, to disclose such personal data to FactoryChecks; (b) has provided appropriate notice to affected individuals as required by applicable law; and (c) will comply with all applicable data protection laws with respect to such disclosure.

10.3 Applicable Regimes. FactoryChecks processes personal data in accordance with the most protective applicable requirements, including: (a) Vietnam's Personal Data Protection Decree (PDPD) for personal data of Vietnamese factory personnel; (b) Singapore's Personal Data Protection Act (PDPA) with respect to data hosted on Singapore infrastructure; (c) EU/UK GDPR where applicable to data subjects in the EEA or UK; and (d) CCPA/CPRA for California residents. See the Privacy Policy for details.

10.4 Security. FactoryChecks implements reasonable administrative, technical, and physical safeguards to protect Disclosed Information and personal data against unauthorized access, disclosure, alteration, or destruction, consistent with the sensitivity of the information.

11. Acceptable Use

11.1 Acceptable Use Policy. The Factory's use of the Platform is subject to the FactoryChecks Acceptable Use Policy ("AUP"), which is incorporated herein by reference. In the event of conflict between these Factory Terms and the AUP, these Factory Terms govern.

11.2 Prohibited Conduct. Without limiting the AUP, the Factory must not:

(a) submit false, misleading, or fraudulent information about its capabilities, certifications, personnel, equipment, production capacity, quality systems, or customers;

(b) misrepresent the Factory's identity, legal status, ownership, or authorization;

(c) interfere with, disrupt, or attempt to gain unauthorized access to the Platform, its systems, or other users' accounts;

(d) use the Platform to facilitate any illegal activity, including sanctions evasion, export-control violations, money laundering, or fraud;

(e) scrape, harvest, or systematically extract data from the Platform without authorization;

(f) attempt to reverse-engineer, decompile, or derive the source code or algorithms underlying the Platform; or

(g) take any action that imposes an unreasonable or disproportionate burden on the Platform's infrastructure.

11.3 Accuracy of Submitted Information. The Factory represents that all information submitted to the Platform is, to the best of its knowledge, accurate, complete, and not misleading at the time of submission. The Factory agrees to promptly update any submitted information that becomes inaccurate or outdated.

12. Dispute Resolution

12.1 Informal Resolution First. Before initiating any formal dispute process, the party with a claim agrees to give the other party written notice describing the claim in reasonable detail ("Dispute Notice"). The parties agree to negotiate in good faith to resolve the dispute for a period of thirty (30) days after delivery of the Dispute Notice. If the dispute is not resolved within that period, either party may initiate arbitration as provided below. This informal-resolution requirement is a condition precedent to arbitration.

12.2 Binding Individual Arbitration.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. EXCEPT AS PROVIDED BELOW, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE FACTORY TERMS, THE PLATFORM, OR THE SERVICES — INCLUDING DISPUTES ABOUT FORMATION, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH, OR TERMINATION OF THESE FACTORY TERMS — WILL BE RESOLVED BY FINAL, BINDING ARBITRATION ON AN INDIVIDUAL BASIS. BY AGREEING TO THESE FACTORY TERMS, THE FACTORY AND FACTORYCHECKS EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO LITIGATE DISPUTES IN COURT.

(a) Arbitration Rules. Any dispute, controversy, or claim arising out of or relating to these Factory Terms, the Platform, or the Services, or the breach, termination, or invalidity thereof, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules then in force, which Rules are incorporated by reference into this clause. A single neutral arbitrator will be appointed in accordance with the SIAC Rules. Where the amount in dispute does not exceed US$50,000, the arbitration may be conducted on a documents-only basis unless the arbitrator determines a hearing is necessary.

(b) Seat and Location. The seat of arbitration is Singapore. Hearings, if any, will be conducted in Singapore or at such other location as the parties agree or the arbitrator directs, including by remote means.

(d) Governing Law for Arbitration. The arbitration clause and any arbitral proceedings are governed by the laws of Singapore. The substantive law governing the merits of any dispute is the law of the State of Wyoming, USA (without regard to its conflict-of-laws principles), except where mandatory provisions of applicable law require otherwise.

(e) Fees. Arbitration costs will be allocated in accordance with the SIAC Rules, subject to applicable law. Each party will bear its own attorneys' fees except where the arbitrator determines that an award of fees is appropriate under applicable law.

(f) Enforceability of Awards. Awards rendered under this clause are final, binding, and enforceable. The parties acknowledge that SIAC arbitral awards are enforceable against Vietnamese and other foreign counterparties under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, to which Singapore, Vietnam, the United States, and numerous other jurisdictions are contracting states.

12.3 Class Action Waiver.

THE FACTORY AND FACTORYCHECKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

12.4 Exceptions to Arbitration. Notwithstanding Section 12.2, either party may seek: (a) emergency injunctive, temporary restraining order, or other provisional relief from a court of competent jurisdiction (including under the SIAC Emergency Arbitrator procedure) to prevent irreparable harm pending arbitration; and (b) relief in small claims court for disputes within that court's jurisdictional limits.

12.5 Governing Law. These Factory Terms and any non-arbitral disputes are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws principles, except where mandatory provisions of applicable law in the Factory's jurisdiction require otherwise.

12.6 Jurisdiction for Non-Arbitral Matters. For any matter not subject to arbitration (including enforcement of an arbitral award), the parties consent to the non-exclusive jurisdiction of the courts of Singapore, and waive any objection to the exercise of such jurisdiction on grounds of inconvenience or otherwise.

13. Suspension, Termination & Removal

13.1 Termination by Factory. The Factory may terminate its participation in the Platform at any time by providing written notice to FactoryChecks. Termination does not entitle the Factory to the deletion of any Capability Assessment or Inspection Report that has already been produced and made available to Buyers, except as provided in Section 4.7 and the Privacy Policy regarding personal data.

13.2 Suspension or Termination by FactoryChecks. FactoryChecks may, in its sole discretion, suspend, limit, or terminate a Factory's access to the Platform or remove a Factory's profile, Capability Assessment, or Inspection Report, with or without notice, if FactoryChecks determines that:

(a) the Factory has breached any provision of these Factory Terms, including any representation or warranty in Section 3;

(b) the Factory has submitted false, fraudulent, or materially misleading information;

(d) continuation of the Factory's participation creates legal, regulatory, or reputational risk for FactoryChecks;

(e) a third-party customer of the Factory asserts a credible claim that the Factory's participation has violated a confidentiality or trade-secret obligation; or

(f) FactoryChecks elects to discontinue the Platform or any aspect of it.

13.3 Effect of Termination. Upon termination:

(a) the Factory's access to the Platform ceases;

(b) FactoryChecks may, in its discretion, retain or remove the Factory's profile and Capability Assessments;

(c) provisions of these Factory Terms that by their nature should survive (including Sections 3 (Authorization Representation), 4.4 (Anonymized Aggregation), 6 (Confidentiality), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 12 (Dispute Resolution), and 15 (General Provisions)) will survive.

13.4 No Liability for Removal. FactoryChecks is not liable to the Factory for any damages, losses, or harm arising from the suspension, termination, or removal of the Factory's profile, Capability Assessments, or Platform access.

14. Changes to These Terms

14.1 Right to Modify. FactoryChecks reserves the right to modify these Factory Terms at any time.

14.2 Notice. FactoryChecks will provide notice of material changes by: (a) posting the updated Factory Terms on the Platform with a revised effective date; and (b) sending notice to the email address associated with the Factory's account at least thirty (30) days before the effective date of material changes, except where changes are required by law or to address an urgent security or legal issue, in which case they may take effect immediately.

14.3 Continued Participation. Continued participation in the Platform after the effective date of any modification constitutes the Factory's acceptance of the modified Factory Terms. If the Factory does not accept the modification, it must notify FactoryChecks in writing before the effective date and cease participation.

15. General Provisions

15.1 Governing Law. These Factory Terms are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws principles, except as preempted by the Federal Arbitration Act. Where mandatory provisions of applicable law in the Factory's jurisdiction cannot be contractually displaced, those mandatory provisions apply.

15.2 Severability. If any provision of these Factory Terms is found by a court or arbitrator of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed from these Factory Terms, without affecting the validity and enforceability of the remaining provisions.

15.3 Entire Agreement. These Factory Terms (together with the Privacy Policy and Acceptable Use Policy, each incorporated herein by reference) constitute the entire agreement between FactoryChecks and the Factory with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating to such subject matter.

15.4 No Waiver. FactoryChecks' failure to enforce any right or provision of these Factory Terms will not constitute a waiver of that right or provision. Any waiver must be in writing signed by an authorized representative of FactoryChecks to be effective.

15.5 Assignment. The Factory may not assign or transfer these Factory Terms, in whole or in part, or any of its rights or obligations hereunder, without FactoryChecks' prior written consent. FactoryChecks may assign or transfer these Factory Terms or any rights or obligations hereunder without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. These Factory Terms bind and inure to the benefit of the parties and their respective permitted successors and assigns.

15.6 Force Majeure. FactoryChecks is not liable for any delay or failure to perform its obligations under these Factory Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic or epidemic, government actions or orders, war, terrorism, civil unrest, labor disputes, power failures, internet disruptions, cyberattacks, or supplier failures, provided FactoryChecks uses commercially reasonable efforts to resume performance as soon as practicable.

15.7 Notices. Notices to FactoryChecks must be sent in writing to:

AlienLogicLab, LLC Attn: Legal 30 N Gould St Ste R, Sheridan, WY 82801, USA Email: [email protected]

Notices to the Factory will be sent to the email address associated with the Factory's Platform account. Notices by email are effective upon transmission (with confirmation of delivery); notices by mail are effective five (5) business days after deposit with a recognized courier.

15.8 Relationship of Parties. The Factory and FactoryChecks are independent contractors. Nothing in these Factory Terms creates or implies any partnership, joint venture, agency, franchise, or employment relationship between the Factory and FactoryChecks.

15.9 No Third-Party Beneficiaries. These Factory Terms are for the sole and exclusive benefit of FactoryChecks and the Factory. No third party has any rights under these Factory Terms, except that FactoryChecks Parties (other than AlienLogicLab, LLC itself) are intended third-party beneficiaries of the indemnification and liability-limitation provisions.

15.10 Headings. Section headings are for convenience only and have no legal or interpretive effect.

15.11 Language. These Factory Terms are written in the English language. Any translation is provided for convenience only; in the event of conflict between the English version and any translation, the English version governs.

End of FactoryChecks — Terms of Service (Factories)