Terms Of Use

AGREEMENT BETWEEN USER AND Trox

The Trox Web Site is comprised of various Web pages operated by Trox.

The Trox Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Trox Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

Trox reserves the right to change the terms, conditions, and notices under which the Trox Web Site is offered, including but not limited to the charges associated with the use of the Trox Web Site.

LINKS TO THIRD PARTY SITES

The Trox Web Site may contain links to other Web Sites (“Linked Sites”). The Linked Sites are not under the control of Trox and Trox is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Trox is not responsible for webcasting or any other form of transmission received from any Linked Site. Trox is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Trox of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Trox Web Site, you warrant to Trox that you will not use the Trox Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Trox Web Site in any manner which could damage, disable, overburden, or impair the Trox Web Site or interfere with any other party’s use and enjoyment of the Trox Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Trox Web Sites.

USE OF COMMUNICATION SERVICES

The Trox Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.

Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

Conduct or forward surveys, contests, pyramid schemes or chain letters.

Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using and enjoying the Communication Services.

Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

Violate any applicable laws or regulations.

Trox has no obligation to monitor the Communication Services. However, Trox reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Trox reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Trox reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Trox’s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Trox does not control or endorse the content, messages or information found in any Communication Service and, therefore, Trox specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Trox spokespersons, and their views do not necessarily reflect those of Trox.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO Trox OR POSTED AT ANY Trox WEB SITE

Trox does not claim ownership of the materials you provide to Trox (including feedback and suggestions) or post, upload, input or submit to any Trox Web Site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Trox, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Trox is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Trox’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Trox WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Trox AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Trox WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Trox WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

Trox AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Trox WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Trox AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Trox AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Trox WEB SITE, WITH THE DELAY OR INABILITY TO USE THE Trox WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Trox WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Trox WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Trox OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Trox WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Trox WEB SITE.

SERVICE CONTACT : sales@trox.com

 

TERMINATION/ACCESS RESTRICTION

Trox reserves the right, in its sole discretion, to terminate your access to the Trox Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in San Mateo County, California, U.S.A. in all disputes arising out of or relating to the use of the Trox Web Site. Use of the Trox Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Trox as a result of this agreement or use of the Trox Web Site. Trox’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Trox’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Trox Web Site or information provided to or gathered by Trox with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Trox with respect to the Trox Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Trox with respect to the Trox Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the Trox Web Site are: Copyright 2013 by Trox and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.

 

TROX, LLC

Terms and Conditions of Sale

Unless otherwise agreed to by TROX, LLC (“TROX”) in writing, by placing your order, you (sometimes referred to as “Customer” below) accept and are bound to the Terms and Conditions of Sale (the “Agreement”) below:

 “Products” means any item produced and sold by Trox, LLC

Quotes, Ordering, and Payment.

Payment Terms; Orders; Quotes; Interest. Your order is subject to acceptance or cancellation by TROX, in TROX’s sole discretion. Terms of payment are within TROX’s sole discretion.  TROX may accept payment by Visa, MasterCard, Discover, American Express, or PayPal.  For customers that have approved credit with TROX, payments are due as set forth in the invoices issued by TROX and in accordance with Paragraph 5 below.  Each accepted order will be interpreted as a single agreement, independent of any other orders. For all other orders, payment must be made by credit card, automated clearing house, wire transfer, electronic funds transfer or some other prearranged payment.  Orders are subject to availability and are cancellable by TROX.

Timely payment of the price and all charges is of the essence. It is the responsibility of Customer to ensure payments are authorized and approved on time to ensure receipt of payment no later than the due date; in no case shall TROX be responsible for ensuring such authorization or approval.

TROX reserves the right to charge you interest of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Interest will be recalculated every 30 days thereafter based on your current outstanding balance. In addition, TROX, without waiving any other rights or remedies to which it may be entitled, shall have the right to suspend or terminate any and all orders for Products from Customer until TROX’s receipt of all overdue amounts.

TROX shall have no liability to Customer for any refusal of additional orders. TROX further reserves the right to seek collection of all overdue amounts (including by referral to third party collectors), plus all reasonable legal fees (including reasonable attorneys’ fees) and costs associated with such collection. Additional charges will apply if Customer requests Products or modification to an order and TROX agrees to provide such modification or changes. TROX reserves the right to change the method of delivery of all documentation, and any requested changes or modifications requested by Customer may be subject to additional charges.

Invoices. For customers with approved credit for which TROX has agreed in writing to extend payment terms, invoices are due and payable within the time period noted on the invoice, or if not noted, then within thirty (30) days, measured from the date of the invoice, subject to continuing credit approval by TROX; such approval may be revoked without further notice from TROX.  Customer agrees that all invoices shall be deemed accurate unless Customer advises TROX in writing of a bona fide, material error within fourteen (14) days of the date of such invoice. In the event that Customer advises TROX of a material error, (i) payment of any amounts corrected or modified by TROX in writing shall be due within fourteen (14) days of such correction and (ii) all other amounts shall be paid by Customer by the invoice due date. In the event Customer withholds payment of any invoiced amounts upon an assertion by Customer that such amounts are erroneous, and TROX subsequently concludes that such invoiced amounts are accurate, Customer shall pay interest on such amounts as described above from the due date for such amounts until TROX’s receipt of those amounts in full. In no case shall Customer be entitled to offset, defer or deduct any invoiced amounts that TROX determines are not erroneous following the notification process set forth above.

Shipping Charges; Title; Risk of Loss. Taxes, shipping and handling charges are not included in Product prices unless expressly indicated at the time of sale. Title to Products passes from TROX to Customer upon shipment to Customer. Loss or damage that occurs during shipping by the carrier is not the responsibility of TROX; rather any loss and damage is your responsibility. Shipping and delivery dates are provided as estimates only. You must notify TROX within thirty (30) days of the date of your invoice if you believe any part of your order is missing, incorrect, or damaged.

Freight Policy. All shipments are shipped by your preferred carrier, or TROX can provide you with an estimate from TROX’s preferred carriers, in which case all motor freight shipping charges will be determined once the Product is received by you.  If you specify your own freight carrier, all products ordered will be shipped freight collect with the freight carrier you specify.  Your freight carrier will bill you for the cost of shipping according to their terms of service.  For motor freight shipments not shipped freight collect, TROX will charge you for shipping once the Product is received by you, and you agree to pay all shipment costs.  If you have payment terms established with TROX, you will be invoiced for the shipping and handling amount.  Otherwise, your credit card or PayPal account will be charged the shipping and handling amount once the shipping and handling amount is determined, and you agree to such charges and expressly agree that TROX may charge the shipping costs to your credit card or PayPal account.  You are responsible for receiving the delivery at your facility.  Your loading dock receiving abilities can affect your shipping charges.

Taxes. Until you provide TROX with a valid and accurate tax-exemption certificate applicable to your Product purchase and ship-to location, you are responsible for sales tax and any other taxes or governmental fees associated with your order. Customer may qualify for tax exemptions from time to time in which case TROX requests that Customer provide it with a valid certificate of exemption or other appropriate documentary proof of exemption.

Prices. The prices charged for Products shall be the amounts set forth on the applicable invoice. Quoted prices will remain in effect only until the expiration date of the quote (or if no expiration date is stated on the quote, then for thirty (30) days) or TROX’s acceptance of your order, and such prices are subject to shortages in materials or resources, increases in the cost of manufacturing, or other factors.

Changed or Discontinued Products. TROX may revise or discontinue Product offerings at any time without prior notice to Customer. A change in a Product may occur after a Customer places an order but before TROX ships the Product. As a result, Products that Customer receives may display minor differences from the Products ordered. However, TROX will meet or exceed all material specifications for such order.

Returns/Order Cancellation Policy. All returns and order cancellations must be approved by TROX prior to any return. TROX is under no obligation to permit a return or cancel an order.  In the event TROX agrees to a return or cancellation, you will be informed of any applicable restocking fees or restrictions at the time of the return or cancellation request.  Product returns and cancellation may be denied by TROX.  To request a return or cancellation, please include your order number, name, phone number and reason for the return/cancellation.  If a return or cancellation is approved, items must to be returned in original crate or packaging, along with the return authorization from TROX.  All return shipments must be prepaid and will be refused and returned if shipped collect.

 

Limited Warranty and Exclusion from Warranty.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT TROX’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALWAYS ENFORCE CLASS ACTION OR JURY WAIVERS, AND MAY LIMIT FORUM SELECTION CLAUSES AND STATUTE OF LIMITATIONS PROVISIONS, AS SUCH, ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY TO YOU, AND TROX’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limited Warranty

TROX WARRANTS THE PRODUCTS TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE THE PRODUCT IS SHIPPED TO CUSTOMER. TROX, (INCLUDING ITS AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS (COLLECTIVELY, THE “TROX PARTIES”) MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY OF THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (1) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT; (2) RELATING TO THIRD-PARTY PRODUCTS OR SERVICES; (3) RELATING TO THE PERFORMANCE OF THE PRODUCTS; OR (4) REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCTS OR THE RESULTS OF ANY RECOMMENDATION BY TROX.

TROX DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGE DUE TO EXTERNAL CAUSES, SUCH AS ACCIDENT, ABUSE, MISUSE, PROBLEMS WITH ELECTRICAL POWER, SERVICE NOT PERFORMED OR AUTHORIZED BY TROX (INCLUDING INSTALLATION OR DE-INSTALLATION), USAGE NOT IN ACCORDANCE WITH PRODUCT INSTRUCTIONS, NORMAL WEAR AND TEAR, OR USE OF PARTS AND COMPONENTS NOT SUPPLIED OR INTENDED FOR USE WITH THE PRODUCTS. ANY WARRANTY ON A THIRD-PARTY PRODUCT IS PROVIDED BY THE ORIGINAL MANUFACTURER.  ALL THIRD-PARTY PRODUCTS ARE PROVIDED “AS IS.”

Limitation of Liability

TROX WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR SERVICES PROVIDED HEREUNDER. TROX SHALL HAVE NO LIABILITY FOR THE FOLLOWING: (1) LOSS OF REVENUE, INCOME, PROFIT, OR SAVINGS; (2) LOSS OF BUSINESS OPPORTUNITY; (3) BUSINESS INTERRUPTION OR DOWNTIME; OR (4) THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE.

TROX’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS (INCLUDING ANY PRODUCTS PROVIDED HEREUNDER) IN ANY 12-MONTH PERIOD SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER DURING THE PRIOR 12 MONTHS OF THIS AGREEMENT FOR THE SPECIFIC PRODUCT GIVING RISE TO SUCH CLAIM(S).

THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR TROX’S SALE OF PRODUCTS TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.


Confidentiality

Confidential Information” means any information disclosed to Customer by TROX regarding TROX Products or services, either directly or indirectly in writing, orally or by inspection of tangible objects, including without limitation documents, drawings, sketches, prototypes, or samples.

Customer shall not provide access to, disclose, or permit disclosure of any Confidential Information to any third party or any other person or entity.  Customer acknowledges and agrees that any and all Confidential Information is the sole and exclusive property of TROX and that TROX retains sole ownership of such Confidential Information at all times.  Customer shall not copy or disclose any drawings, sketches, prototypes, or any other of TROX’s Confidential Information.

Customer shall not use any Confidential Information except as necessary for the purpose of TROX’s sale, manufacture, and delivery of the Products to Customer.  In addition, Customer at no time shall disclose or use any drawings, sketches, prototypes, or other TROX Confidential Information. Customer shall ensure that any copies of Confidential Information contain and state the same confidential or proprietary notices, if any, which appear on the original. Customer shall promptly notify TROX in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information that may come to Customer’s attention, and shall assist TROX in remedying such event.  Customer shall not transfer, disclose, distribute, encumber, decompile, disassemble, reverse engineer, or otherwise modify, attempt to modify, construct or fabricate, or reverse engineer any TROX Products set forth or described in any Confidential Information, including but not limited to sketches, drawings, prototypes, products, samples or other materials furnished by TROX.

Return of Materials.  All Confidential Information shall remain the sole property of TROX and shall be promptly returned to TROX, accompanied by all copies, upon the written request of TROX.

No License.  Nothing herein grants Customer any license or other right to Confidential Information except as expressly set forth herein.  All Confidential Information is provided “AS IS” and without any representation or warranty (express, implied, statutory, or otherwise) of any kind, and TROX expressly disclaims all such warranties.

Injunctive Relief.  Customer understands and agrees that, in the event of any actual or threatened use or disclosure of any Confidential Information, TROX will suffer an irreparable injury such that monetary damages will be inadequate to compensate TROX.  Accordingly, Customer agrees that, in addition to all other rights and remedies available to it at law and in equity, TROX shall (a) have the right, without posting a bond or proving actual damages, to obtain an immediate injunction from any court of competent jurisdiction enjoining the use or disclosure of Confidential Information and (b) be indemnified by Customer from any loss or harm, including attorneys’ fees, arising out of or in connection with any enforcement of Customer’s obligations hereunder or the unauthorized use or disclosure of Confidential Information.

You shall defend and indemnify TROX against any third-party claim or action arising out of (1) your failure to obtain any appropriate license, or other permissions, regulatory certifications, or approvals associated with Products to be installed or integrated at your location by TROX; (2) your use of any TROX Product; and (2) your breach of TROX’s proprietary rights as stated in this Agreement.

Regulatory Requirements. TROX is not responsible for determining whether any of the Products or any Third Party product or materials, satisfy the local regulatory requirements of the county, city or state to which such Products are to be delivered, and TROX shall not be obligated to provide any Product where the resulting Products do not satisfy the local regulatory requirements.

Entire Agreement; Severability. This Agreement, along with the terms set for on any invoice issued to you by TROX in connection with the Products, is the entire agreement between you and TROX with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements between you and TROX. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both TROX and Customer. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated.

TROX reserves the right to update this Agreement at any time, effective upon posting an updated version on its Website or otherwise making it available to Customer; however, your rights and obligations shall be as provided in the version of this Agreement available to you at the time of your purchase of Products.

Governing Law. This Agreement and ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND TROX, including their affiliates, contractors, and agents, and each of their respective employees, directors, and officers arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), TROX’s advertising, or any related purchase (a “Dispute” ) shall be governed by the laws of the State of Texas, without regard to conflicts of law.

The parties agree that any cause of action shall be brought exclusively in the state or federal courts located in or having jurisdiction over Washington County, Texas. Customer and TROX agree to submit to the personal jurisdiction of the state and federal courts located within or having jurisdiction over Washington County, Texas, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

Limitation Period. NEITHER PARTY SHALL BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION FOR SUCH CLAIM FIRST AROSE.

Dispute Resolution. Customer and TROX will attempt to resolve any dispute through face-to-face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mediator agreed to by the parties, rather than through litigation.