Overview: LuxTronic’s solutions target industry-leading uptime. To support our commitment, LuxTronic offers LuxSwap, a rapid product replacement program.
Under LuxSwap, LuxTronic will ship a permanent replacement for a failed part within two business days of replacement approval. The program covers the cost of the shipment of the replacement part to the client’s site.
No Charge Coverage Status: For 365 days from the date of purchase or with the purchase of a LuxCare Extended Warranty Program, there shall be no charge for the replacement hardware. Otherwise, the client will be invoiced the product's full list price or the original purchase price, whichever is less.
To receive no charge coverage, the client must immediately return the failed LuxTronic-provided product to LuxTronic. If the failed part is not received within 30 days of receipt of the replacement part by the client, the client will be invoiced the full list price of the product.
Overview: LuxTronic offers onsite service upon a client's request.
For onsite service, LuxTronic will provide an onsite technician to swap the defective hardware.
No Charge Coverage Status: LuxTronic’s onsite service compliments the LuxSwap program. The client shall be invoiced any amounts due under the LuxSwap program plus onsite service expenses will be billed for reimbursement according to LuxTronic’s fee schedule.
Overview: For products with an active Subscription, LuxTronic offers a no-charge obsolescence guarantee. If any product needs to be replaced to support an essential scheduled software upgrade, LuxTronic will ship a permanent replacement for the obsolete part. The program covers the cost of the shipment of the replacement part to the client’s site.
In exchange, the client must immediately return the obsolete LuxTronic-provided product to LuxTronic. If the obsolete part is not received within 30 days of receipt of the replacement part by the client, will be invoiced the full list price of the replacement product.
If the client requires onsite service to complete the swap, onsite service expenses will be billed for reimbursement according to LuxTronic’s fee schedule.
“Affiliates” means any person or entity directly or indirectly Controlling, Controlled by, or under common Control with a party, where “Control” means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity.
“Claim” means any third-party suit, claim, action, or demand.
“Confidential Information” means: (a) LuxTronic Core Technology (which is Confidential Information of LuxTronic); (b) Customer Data and Customer Technology (which is Confidential Information of Customer); (c) any information or data of LuxTronic which is disclosed in writing or orally to Customer; and (d) the specific terms of these Terms and Conditions (T&Cs), any Order Form, and any amendment or attachment to any of these, between the parties. Confidential Information excludes any information that: (i) is or becomes generally known to the public through no fault or breach of these T&Cs by receiving party; (ii) was already rightfully in receiving party’s possession, without restriction on use or disclosure, when receiving party received it under these T&Cs; (iii) is independently developed by receiving party without use of disclosing party’s Confidential Information; or (iv) was or is rightfully obtained by receiving party, without restriction on use or disclosure, from a third party not under a duty of confidentiality to disclosing party.
“Customer Data” means electronic data uploaded by or for Customer or Customer’s agents, employees, or contractors, excluding LuxTronic Core Technology.
“Customer Technology” means software, methodologies, templates, business processes, documentation, or other material originally authored, invented, or otherwise created by Customer (or on Customer’s behalf, other than by LuxTronic or at LuxTronic’s direction) for use with the LuxTronic Core Technology.
“Deliverable” means anything that is created by or on behalf of LuxTronic for Customer in the performance of Professional Services.
“Devices” means hardware including a camera, camera enclosure, processing device, firmware, and other equipment sufficient to implement the Software.
“Documentation” means the then-current LuxTronic product documentation relating to the operation and use of the LuxTronic Core Technology published by LuxTronic at https://luxtronic.ai or its successor website. Documentation includes these T&Cs, technical program or interface documentation, user manuals, operating instructions, and release notes.
“Intellectual Property Rights” means all intellectual property or other proprietary rights worldwide, including patents, copyrights, trademarks, moral rights, trade secrets, and any other intellectual or industrial property, including registrations, applications, renewals, and extensions of such rights.
“Law” means any applicable law, rule, statute, decree, decision, order, regulation, judgment, code, and requirement of any government authority (federal, state, local, or international) having jurisdiction.
“LuxTronic Core Technology” means: (a) the Software, Devices, Documentation, Deliverables and technology and methodologies (including products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects, and documentation) created by or for, or licensed to, LuxTronic; and (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing and related technical or end user documentation or manuals.
“Order Form” means an ordering document signed by Customer and LuxTronic.
“Product Overview” means LuxTronic’s published description of its products and their functionalities, solely to the extent attached to or expressly referenced in an Order Form.
“Professional Services” means any consulting, development, or educational services provided by or on behalf of LuxTronic pursuant to an agreed Order Form.
“Service Description” means the written description for a packaged Professional Service, attached to or referenced in an Order Form.
“Software” means software licensed by LuxTronic to Customer that is deployed on Devices operated by or for Customer to facilitate operation of the Subscription Service or interoperation of the Subscription Service with other software, hardware, or services. Software may include code that is licensed under third-party license agreements, including open source made available or provided with the Software.
“Subscription Service” means the subscription to use and access the LuxTronic Core Technology ordered by Customer under an Order Form.
“Subscription Term” means the period of authorized access to and use of the Subscription Service, as set forth in an Order Form.
For each Subscription Term, LuxTronic grants Customer a limited, personal, worldwide, nonsublicensable, non-transferable (except as set forth in Section 12.1 (Assignment)), non-exclusive, license to access and use as set forth in this Section 2 the LuxTronic Core Technology described in that Order Form, solely for its internal business purposes in accordance with the Documentation. Customer will not otherwise access or use the LuxTronic Core Technology in a manner that exceeds Customer’s authorized access and use rights as set forth in these T&Cs and the applicable Order Form.
With respect to the LuxTronic Core Technology, Customer will not (and will not permit others to): (a) use it in excess of contractual usage limits (including as set forth in an Order Form), or in a manner that circumvents usage limits or technological access control measures; (b) license, sub-license, sell, resell, rent, lease, transfer, distribute, time share, or otherwise make any of it available for access by third-parties, except as may otherwise be expressly stated in an Order Form; (c) access it for the purpose of developing or operating products or services for third-parties in competition with the LuxTronic Core Technology; (d) disassemble, reverse engineer, or decompile it; (e) copy, create derivative works based on, or otherwise modify it; (f) remove or modify a copyright or other proprietary rights notice in it; (g) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other Intellectual Property Right (including the rights of publicity) without first obtaining written permission of LuxTronic; (h) use it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or otherwise engage in a malicious act or disrupt its security, integrity, or operation; or (i) access or disable any LuxTronic or third-party data, software, or network. Before Customer engages in any of the foregoing acts that it believes it may be entitled to, Customer must obtain LuxTronic’s permission in writing. In order to obtain Luxtronic’s permission, Customer shall provide LuxTronic with 30-days’ prior notice, and reasonably requested information to allow LuxTronic to evaluate Customer’s request.
Customer and LuxTronic may enter into one or more Order Forms subject to these T&Cs, and which may incorporate one or more Service Descriptions for the provision of Professional Services. LuxTronic will perform the Professional Services, subject to the fulfillment of any responsibilities and payments due from Customer, as stated in the Order Form.
Upon execution by Customer and LuxTronic, each Order Form is noncancellable and non-refundable, except as provided in these T&Cs. Prices stated in each Order Form are final. Each Subscription Term is a non-divisible, continuous commitment, regardless of the invoice schedule, and pricing is based on a purchase of the entire Subscription Term. Professional Services fees are invoiced as provided in the Order Form. Customer will pay each invoice within 30 days after the invoice date or as provided in the Order Form. If Customer issues a purchase order, then it shall be for the full amount of the Order Form. Any such purchase order submitted by Customer is for its internal purposes only, and LuxTronic rejects, and in the future is deemed to have rejected, any purchase order’s terms to the extent they add to or conflict in any way with these T&Cs or the applicable Order Form, or Service Description, and such additional or conflicting terms will have no effect. Late payments will accrue interest at a rate of 1.5% per month or the legal maximum interest rate, whichever is lower. Customer will cure a delinquency in payment of any amounts owed under these T&Cs within five days from the date of LuxTronic’s delinquency notice. If Customer fails to cure or regain compliance under Section 3.2 (Use Verification), LuxTronic may suspend Customer’s use of the LuxTronic Core Technology or terminate these T&Cs for breach, in addition to any other available rights and remedies. All terms of this Section 3.1 apply except as may be expressly stated otherwise in the applicable Order Form, Service Description, or elsewhere in these T&Cs.
LuxTronic may remotely review Customer’s use of the LuxTronic Core Technology, and on LuxTronic’s written request, Customer will provide reasonable assistance to verify Customer’s compliance with these T&Cs, and access to and use of the LuxTronic Core Technology. If LuxTronic determines that Customer has exceeded its permitted access and use rights to the LuxTronic Core Technology, LuxTronic will notify Customer and within five days thereafter Customer shall either: (a) disable any unpermitted use, or (b) purchase additional subscriptions commensurate with Customer’s actual use. If Customer fails to comply with this Section 3.2 within the five day period, LuxTronic may immediately suspend and cancel Customer’s unpermitted use.
All payments required by these T&Cs are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction, and the interest and penalties on any and all of these (collectively, “Taxes”). Customer is solely liable for and will pay all Taxes associated with its purchase of, payment for, access to, or use of, any LuxTronic Core Technology. For the avoidance of doubt, Taxes will not be deducted from payments to LuxTronic, except as required by Law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, LuxTronic receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Each party is solely liable for and will pay taxes imposed on its net income. If Customer is a tax-exempt entity or claims exemption from any Taxes under these T&Cs, it will include its tax exemption number on, and provide a tax exemption certificate on execution of the Order Form and, after receipt of valid evidence of exemption, LuxTronic will not charge Customer any Taxes from which it is exempt. If LuxTronic is required to invoice or collect Taxes associated with Customer’s purchase of, payment for, access to, or use of, any of the LuxTronic Core Technology, LuxTronic will invoice Customer for those Taxes, itemized where required by Law.
As between the parties, LuxTronic and its licensors exclusively own all right, title, and interest in and to all Intellectual Property Rights in the LuxTronic Core Technology, notwithstanding anything in these T&Cs purportedly to the contrary. Except for the access and use rights, and licenses expressly granted in Section 2 (Access and Use Rights; Restrictions) of these T&Cs, LuxTronic, on behalf of itself and its licensors, reserves all rights in the LuxTronic Core Technology and does not grant Customer any rights (express, implied, by estoppel, through exhaustion, or otherwise). Any LuxTronic Core Technology delivered to Customer or to which Customer is given access shall not be deemed to have been sold, even if, for convenience, LuxTronic makes reference to words such as “sale” or “purchase” in the applicable Order Form or other documents.
As between the parties, Customer and its licensors will retain all right, title, and interest in and to all Intellectual Property Rights in Customer Data and Customer Technology. Customer hereby grants to LuxTronic a royalty-free, fully-paid, non-exclusive, non-transferrable (except as set forth in Section 12.1 (Assignment)), worldwide, right to use Customer Data and Customer Technology solely to provide and support the LuxTronic Core Technology.
LuxTronic encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the LuxTronic Core Technology (collectively, “Feedback”). If Customer provides such Feedback, Customer grants to LuxTronic a royalty-free, fully paid, sublicensable, transferable (notwithstanding Section 12.1 (Assignment)), non-exclusive, irrevocable, perpetual, worldwide right and license to use, license, and commercialize Feedback (including by incorporation of such Feedback into LuxTronic Core Technology) without restriction.
If any LuxTronic Core Technology is incorporated into a Deliverable, LuxTronic grants to Customer a non-exclusive, royalty-free, non-transferable (except as set forth in Section 12.1 (Assignment)), non-sublicensable worldwide license to use the LuxTronic Core Technology incorporated into the Deliverable in connection with the Subscription Service as contemplated under these T&Cs during the applicable Subscription Term. Nothing in these T&Cs shall be deemed to restrict or limit LuxTronic’s right to perform similar Professional Services for any other party or to assign any employees or subcontractors to perform similar Professional Services for any other party or to use any information incidentally retained in the unaided memories of its employees providing Professional Services.
To the maximum extent allowed by Law, LuxTronic disclaims all warranties of any kind (express, implied, statutory, or otherwise, oral or written, including warranties of merchantability, accuracy, title, noninfringement, or fitness for a particular purpose, and any warranties arising from usage of trade, course of dealing, or course of performance). Without limiting the foregoing, LuxTronic specifically does not warrant that the LuxTronic Core Technology will meet the requirements of Customer or others or will be accurate or operate without interruption or error. Customer acknowledges that in entering these T&Cs, it has not relied on any promise, warranty, or representation not expressly set forth in these T&Cs.
The recipient of Confidential Information will: (a) at all times protect it from unauthorized disclosure with the same degree of care that it uses to protect its own confidential information, and in no event use less than reasonable care; and (b) not use it except to the extent necessary to exercise rights or fulfill obligations under these T&Cs. Each party will limit the disclosure of the other party’s Confidential Information to those of its employees and contractors and the employees and contractors of its Affiliates with a need to access such Confidential Information for a party’s exercise of its rights and obligations under these T&Cs, and then only to employees and contractors subject to binding disclosure and use restrictions at least as protective as those in these T&Cs. Each party’s obligations under this Section 6 will remain in effect during, and for three years after termination of, these T&Cs. Receiving party will, at disclosing party’s request, return all originals, copies, reproductions, and summaries of Confidential Information and other tangible materials and devices provided to receiving party as Confidential Information, or at disclosing party’s option, certified destruction of the same.
These T&Cs will not be construed to prevent receiving party from disclosing the disclosing party’s Confidential Information to a court, or governmental body pursuant to a valid court order, Law, subpoena, or regulation, provided that the receiving party: (a) gives prompt notice (or the maximum notice permitted under Law) before making the disclosure, unless prohibited by Law; (b) provides reasonable assistance to disclosing party in any lawful efforts by disclosing party to resist or limit the disclosure of such Confidential Information; and (c) discloses only that portion of disclosing party’s Confidential Information that is legally required to be disclosed. In addition, receiving party will cooperate and assist disclosing party, at disclosing party’s cost, in relation to any such request and any response to any such communication.
Subject to the limitations in this Section 7, LuxTronic will: (a) defend Customer and Customer Affiliates, and its and their officers, directors, and employees against any Claim to the extent alleging that any LuxTronic Core Technology accessed or used in accordance with these T&Cs infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret; and (b) pay any settlement amount or any court-ordered award of damages, under the forgoing subsection (a) to the extent arising from such Claim.
To the extent any Claim alleges any part of the LuxTronic Core Technology infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret, LuxTronic may: (a) contest the Claim; (b) obtain permission from the claimant for Customer’s continued use of its instance of any applicable LuxTronic Core Technology; (c) avoid such Claim by replacing or modifying Customer’s access to and use of its instance of the LuxTronic Core Technology as long as LuxTronic provides a substantially similar LuxTronic Core Technology; or, if LuxTronic determines the foregoing (a), (b), and (c) are not commercially practicable, then (d) terminate Customer’s access to and use of the affected LuxTronic Core Technology on prior notice and refund to Customer any prepaid subscription fees covering that part of the applicable LuxTronic Core Technology remaining after the effective date of termination.
Notwithstanding the above, LuxTronic will have no obligation or liability for any Claim under Section 7.1.1(a) to the extent arising in whole or in part from: (a) any access to or use of any LuxTronic Core Technology not expressly authorized under these T&Cs, to the extent the Claim would have been avoided without such unauthorized access or use; (b) Customer Data or Customer Technology; or (c) access to or use of the LuxTronic Core Technology: (i) in violation of Law; (ii) after termination under Section 7.1.2(d); (iii) as modified to Customer’s specifications or by anyone other than LuxTronic or its contractors, if the Claim would have been avoided but for such modifications; or (iv) combined with anything not provided by LuxTronic, if the Claim would have been avoided but for such combination.
Customer will: (a) defend LuxTronic and LuxTronic Affiliates, and its and their officers, directors, and employees against any Claim arising out of Customer’s negligence, willful misconduct, or breach of these T&Cs, and any Claim alleging that Customer Data, Customer Technology, or a modification to any LuxTronic Core Technology made to Customer’s specifications or otherwise made by or on behalf of Customer by any person other than LuxTronic or a person acting at LuxTronic’s direction (but only if the Claim would have been avoided by use of the unmodified LuxTronic Core Technology), infringes any patent, copyright, or trademark, misappropriates any third-party trade secret, or violates any third party privacy rights; and (b) pay any settlement amount or any court-ordered award of damages, under the foregoing subsection (a) to the extent arising from such Claim.
The obligations of LuxTronic and Customer under Sections 7.1 and 7.2 are conditioned on the indemnified party (a) notifying the indemnifying party promptly in writing of any actual or threatened Claim, (b) the indemnified party giving the indemnifying party sole control of the defense of such Claim and of any related settlement negotiations, and (c) the indemnified party cooperating and, at the indemnifying party’s reasonable request and expense, assisting in such defense. Neither party will stipulate, acknowledge, or admit fault or liability on the other’s part without the other’s prior, written consent. The indemnifying party will not publicize any settlement without the indemnified party’s prior, written consent. To the extent the parties perform as required, this Section 7 states each party’s entire liability and the other party’s exclusive remedy for third-party claims and third-party actions.
To the extent permitted by Law, each party’s total, cumulative liability arising out of or related to these T&Cs and the products and services provided under it, whether based on contract, tort (including negligence), or any other legal or equitable theory, will be limited to the amounts paid by Customer for use of the LuxTronic Core Technology giving rise to the claim during the 12-month period preceding the first event giving rise to liability. The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall not apply to: (a) Customer’s obligation to pay for products, services or taxes; (b) a party’s obligations in Section 7 (Indemnification); and (c) infringement by a Customer of LuxTronic’s Intellectual Property Rights or Confidential Information.
To the extent permitted by Law, neither LuxTronic nor Customer will be liable to the other or any third party for lost profits (direct or indirect) or loss of use or data or for any incidental, other consequential, punitive, special, or exemplary damages (including damage to business, reputation, or goodwill), or indirect damages of any type however caused, whether by breach of warranty, breach of contract, in tort (including negligence), or any other legal or equitable cause of action, even if such party has been advised of such damages in advance or if such damages were foreseeable. The foregoing exclusions shall not apply to: (a) payments to a third party arising from a party’s obligations under Section 7 (Indemnification); and (b) infringement by a party of the other party’s Intellectual Property Rights or Confidential Information.
As provided by Law, nothing herein shall be intended to limit a party’s liability in an action in tort, separate and distinct from a cause of action for breach of these T&Cs, for the party’s gross negligence or willful misconduct.
These T&Cs begins on the execution of the Order Form and continues until terminated under its terms. Each party may terminate these T&Cs in its entirety: (a) on 30 days’ prior notice to the other, if at the time of notice there are no Order Forms in effect; (b) immediately on notice if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, that is not dismissed within 60 days of its commencement or an assignment for the benefit of creditors; or (c) immediately on notice if the other party materially breaches these T&Cs and does not cure such breach within 30 days after the other party’s receipt of notice of the breach. Either party may terminate an Order Form on notice if the other party materially breaches these T&Cs or the applicable Order Form for the affected service and does not cure the breach within 30 days after receiving notice of the breach from the nonbreaching party.
On termination or expiration of the Subscription Service, Customer will stop accessing and using, and LuxTronic will stop providing, the LuxTronic Core Technology and all related rights granted to Customer in these T&Cs will terminate immediately, automatically, and without notice. LuxTronic will, within 30 days after the effective date of termination by Customer for LuxTronic’s breach, refund to Customer any prepaid fees received by LuxTronic covering that part of the Subscription Term for the affected Subscription Service, if any, remaining after the effective date of termination. Within 30 days after the effective date of termination by LuxTronic for Customer’s breach, Customer will pay all remaining amounts, if any, payable under these T&Cs for the Subscription Term applicable to the terminated Subscription Service regardless of the due dates specified in the Order Form.
Sections 1 (Definitions), 2.2 (Restrictions), 3.1 (Payment) (solely with respect to payment obligations of Customer), 3.3 (Taxes), 4 (Intellectual Property), 5 (Disclaimer of Warranties), 6 (Confidential Information) through 10 (Gross Negligence; Willful Misconduct), 11 (Term and Termination) (solely in accordance with its terms), and 12 (General Provisions), together with any other terms required for their construction or enforcement, will survive termination or expiration of these T&Cs.
Customer may not assign, novate, sale or otherwise transfer its rights or obligations under these T&Cs or any Order Form, by operation of law or otherwise (any of the foregoing, “Assign” or “Assignment”), without LuxTronic’s prior written consent. Any attempted or purported Assignment in violation of this Section 12.1 will be null and void. Subject to the foregoing, these T&Cs will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
LuxTronic will comply with all Laws applicable to its provision under these T&Cs of the LuxTronic Core Technology, including those applicable to privacy and security of personal information, but excluding Laws specifically applicable to Customer and its industry not generally applicable to information technology service providers regardless of industry. Customer will comply with all Laws applicable to its use of the LuxTronic Core Technology, including those applicable to collection and processing of Customer Data in LuxTronic systems through the Subscription Service. Customer agrees to provide any required disclosures to and obtain any required consents for the transfer of Customer Data to LuxTronic.
Customer represents and warrants that: (a) it is not located in, and will not use any LuxTronic Core Technology in or from, any country subject to U.S. export restrictions; and (b) Customer is not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.
Except as otherwise provided in these T&Cs, all notices will be in writing and deemed given on: (a) personal delivery; (b) when received by the addressee if sent by a recognized overnight courier (receipt requested); or (c) the third business day after mailing; or (d) the first business day after sending by email with confirmation of receipt, except that email will not be sufficient for notices regarding a Claim or alleged breach. Notices will be provided to the addresses for LuxTronic and Customer as set forth in the Order Form.
LuxTronic is not, and may not be construed to be, in breach of these T&Cs for any failure or delay in fulfilling or performing the Subscription Service or any Professional Services, when and to the extent such failure or delay is caused by or results from acts beyond LuxTronic’s reasonable control, including: strikes, lock-outs, or other industrial disputes; trespass, sabotage, theft or other criminal acts export bans, sanctions, war, terrorism, pandemic, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, in each case outside of LuxTronic’s local network; breakdown of plant or machinery; nuclear, chemical, or biological contamination; fire, flood, natural disaster, extreme adverse weather, or other acts of God (each a “Force Majeure Event”). LuxTronic will use reasonable efforts to mitigate the effects of such Force Majeure Event.
The LuxTronic Core Technology is not designed for any purpose requiring fail-safe performance, including stock trading, financial transaction processing, operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, weapons systems, or other management or operation of hazardous facilities or applications for which failure could result in death, personal injury, or severe physical, property, or environmental damage (each, a “High Risk Activity”). LuxTronic, its licensors, and suppliers expressly disclaim all warranties of fitness for any such use.
Failure by a party to enforce any part of these T&Cs will not be deemed a waiver of future enforcement of that or any other provision. A waiver of any right is effective only if in a writing signed by an authorized representative of the waiving party. Any modification of these T&Cs must be in writing and signed by authorized representatives of both parties.
If any term of these T&Cs is held invalid, unenforceable, or void by a court of competent jurisdiction, such term will be enforced to the maximum extent permissible, such holding will not affect the remaining terms, and the invalid, unenforceable, or void term will be deemed amended or replaced by a valid, legal, and enforceable term that matches the intent of the original language as closely as possible.
The parties are independent contractors. Nothing in these T&Cs will be construed to create a partnership, joint venture, agency, or other relationship. Neither party has any right or authority to assume or create any obligation of any kind, express or implied, in the other party’s name or on its behalf. No third-party is a third-party beneficiary of, or liable under, these T&Cs, and no third-party is responsible for any obligations or liability arising out of Customer’s use of the LuxTronic Core Technology.
These T&Cs will be governed by the Laws of the State of Colorado, without regard to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Denver County, Colorado, for the purposes of adjudicating any dispute arising out of or related to these T&Cs. Each party expressly consents to service of process by registered mail. EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
The receiving party’s disclosure of Confidential Information except as provided in these T&Cs, or a party’s infringement or misappropriation of the other party’s Intellectual Property Rights may result in irreparable injury for which a remedy in money damages may be inadequate. In the event of such actual or threatened disclosure, infringement or misappropriation, disclosing party may be entitled to seek an injunction to prevent the breach or threatened breach without the necessity of proving irreparable injury or the inadequacy of money damages, in addition to remedies otherwise available to disclosing party at law or in equity.
LuxTronic is obligated to provide the LuxTronic Core Technology only in the English language, unless otherwise agreed in writing. The parties have expressly requested that these T&Cs and all related documents be drafted in English. Section headings are for convenience only and are not to be used in interpreting these T&Cs. Lists of examples following “including”, “e.g.”, “such as”, or “for example” are interpreted to include “without limitation”, unless qualified by words such as “only” or “solely.” Unless stated or context requires otherwise: (a) all internal references are to these T&Cs, its parties, and its Exhibits; (b) “days” means calendar days; (c) “may” means that the applicable party has a right, but not a concomitant duty; (d) all monetary amounts are expressed and, if applicable, payable, in U.S. dollars; (e) “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised or performance rendered or measured; (f) the word “or” will be deemed to be an inclusive “or”; (g) URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at such URLs; (h) a writing is “signed” when it has been hand-signed (i.e., with a pen) or electronically signed using an electronic signature service by duly authorized representatives of both parties; (i) a party’s choices, elections, and determinations under these T&Cs are in its sole discretion; (j) the singular includes the plural and vice versa; (k) a reference to a document includes any amendment, replacement, or novation of it; and (m) a reference to a thing includes a part of that thing (i.e., is interpreted to include “in whole or in part”).
These T&Cs (together with the Order Forms, Product Overviews, and Service Descriptions, all of which are also deemed incorporated by this reference) is the parties’ entire agreement regarding its subject matter and supersedes all prior or contemporaneous oral or written agreements, representations, understandings, undertakings, negotiations, letters of intent, and proposals, with respect to such subjects. The terms of these T&Cs apply to the exclusion of any other terms Customer seeks to impose or incorporate, or that may be implied by trade, custom, practice, or course of dealing. Customer acknowledges it has not relied on any statement, promise, or representation made or given by or on behalf of LuxTronic that is not expressly stated in these T&Cs. Customer’s orders are not contingent, and Customer has not relied, on the delivery of any future functionality regardless of any verbal or written communication about LuxTronic’s possible future plans.