NON-EXCLUSIVE VELOCITY PARTNER TERMS AND CONDITIONS
These Non-Exclusive Velocity Partner Terms and Conditions (“Terms and Conditions”) are part of the Telogix Velocity Partner Program Agreement signed by both parties (together with the Terms and Conditions, referred to as the “Agreement”). The Agreement is between Telogix, LLC and/or Telogix Limited (“Telogix”) and each of our Velocity partners (“PARTNER” or “you,” collectively referred to as the “Parties,” and each individually as a “Party”). The Agreement governs your purchase, sale, and use of our equipment, as well as the licensing of software and firmware from Telogix, and outlines Telogix’s provision of services to the End User. Telogix may revise, amend, or modify the Terms and Conditions at any time by posting changes to https://telogix.com/velocity/terms (the “T&Cs Website”). You should regularly review the T&Cs Website for any updates to the Agreement and the Terms and Conditions. Your continued purchase and use of Telogix products and services for a reasonable period after changes are posted indicates your acceptance of those changes. You may not amend or modify the Terms and Conditions.
Definitions
Documentation Refers to operating manuals, user instructions, technical literature, and other written materials typically provided by Telogix alongside its products, whether in printed or electronic format.
Effective Date The last date indicated on the signature page of the agreement signed by the Partner and Telogix.
End User: The final purchaser or licensee who acquires Telogix products or services for internal use rather than for resale, remarketing, or further distribution.
Hardware The physical components of Telogix equipment delivered to an End User as part of the Telogix products obtained by the Partner from Telogix.
Marks Include any names, brands, trademarks, service marks, logos, designs, icons, slogans, trade dress (including colors), sounds, company names, fictitious or assumed business names, top-level domains, social networking names or handles, or any other identifiers of products or services.
New Subscriber A third-party entity that previously did not have an account or subscription is now purchasing services or products from Telogix.
Telogix Products This term refers to any combination of Hardware, Software, documentation, supplies, and related goods that Telogix makes available to the Partner for sale (or, in the case of Software, for the transfer of a license to use the Software) under the agreement.
Telogix Services One or more services branded by Telogix that are performed for End Users, including, but not limited to, maintenance and technical support.
Telogix Website Refers to any public or private network website operated by or on behalf of Telogix.
Sell encompasses any of the following transactions involving a Telogix Product: (a) the transfer of title to an End User for that Telogix Product or (b) the transfer of title to a financial intermediary, such as a leasing company, even if that leasing company is affiliated with the Partner, provided that an unaffiliated End User utilizes the product.
Service Fees Denote the monthly, recurring fees paid to Telogix by an End User for each Telogix Office extension (details can be found here: http://www.Telogix.com). This does not include applicable taxes or regulatory fees charged by Telogix, such as the 911 Service Fee the Regulatory Compliance Fee (as defined on the Telogix Website), or any one-time purchases like international minutes.
Service Quarter Refers to any of the following three-month periods: February 1 – April 30; May 1 – July 31; August 1 – October 31; and November 1 – January 31.
Software This means the machine-readable object code that is either incorporated into the Hardware or delivered separately, for which Telogix grants licenses for use. It is important to note that, regardless of any statements to the contrary in the Agreement, no sale or license of any Software is granted under or in relation to the Agreement.
Territory Means the Continental United States.
Appointment and Responsibilities of the Partner
Authorization During the term of this Agreement, and in accordance with its terms and conditions, Telogix authorizes the Partner to act as a non-exclusive promoter of Telogix Products to End Users within the designated Territory. The Partner accepts this authorization. Unless otherwise explicitly agreed in writing by Telogix, the Partner is authorized solely to (i) purchase and/or license Telogix Products exclusively from Telogix and (ii) sell and/or distribute those Telogix Products to End Users within the Territory.
Territory Unless otherwise explicitly agreed in writing by Telogix, the Partner shall not, directly or indirectly, sell and/or distribute any Telogix Products to any individual or entity outside of the Territory or within the Territory if the Partner knows or has reasonable grounds to believe that the recipient is likely to use the Telogix Products or Services outside the Territory. The Partner shall not solicit orders, hire sales personnel, or establish warehouses or distribution centers outside the Territory. The Partner is required to promptly inform Telogix of any inquiries or orders received regarding the purchase, sale, or supply of Telogix Products outside the Territory.
Telogix Terms and Conditions Any end user's use of the Software is subject to Telogix's subscriber terms and conditions, which can be found at https://www.telogix.com/terms-of-use . These terms may be updated at any time at Telogix's sole discretion via the Telogix Website.
Public Sector Sales PARTNER shall not, directly or indirectly, sell and/or distribute any Telogix Products to any agencies, departments, or entities (whether within the Territory or not, in whole or in part) that are part of, or subject to, the procurement requirements of any federal, state, or local government agency without obtaining prior written consent from Telogix.
Sales Through Online Marketplaces PARTNER shall not, directly or indirectly, sell, list for sale, or distribute any Telogix Products on any online retail or marketplace service, including but not limited to Amazon, Jet, Rakuten, Best Buy, eBay, etc.
International Sales PARTNER acknowledges that Telogix Products are set up and preprogrammed by Telogix for specific countries. The PARTNER shall not purchase Telogix Products designated for one country and sell them in another country. This provision applies regardless of the countries included in the Territory.
Trademarks and Licensing
Acknowledgment of Rights The PARTNER acknowledges that Telogix holds all rights, titles, and interests in all Telogix Marks, which include, but are not limited to, trademarks, service marks, logos, trade dress, and trade names owned, used, or claimed by Telogix now or in the future.
License Grant Telogix grants PARTNER a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use the Marks designated by Telogix in writing for proper purposes related to the sale of Telogix Products and the performance of PARTNER's duties under this Agreement, for as long as the Agreement is in effect. PARTNER's use of the Marks must comply with Telogix's policies, which may be modified at Telogix’s discretion and include but are not limited to trademark usage and advertising policies. PARTNER agrees not to label any Telogix Products with trademarks, trade names, logos, or labels other than an appropriate label that identifies PARTNER, its location, and its relationship with Telogix. Additionally, PARTNER agrees not to affix any Marks to products that are not genuine Telogix Products purchased under this Agreement. PARTNER also agrees not to remove any Marks, serial numbers, or other identifying information from Telogix Products or their packing materials. Upon notification from Telogix, PARTNER agrees to cease using a specific Mark immediately.
Permissible Use of Telogix Content Telogix may provide PARTNER with data, images, text, and other information related to the performance of PARTNER's duties under this Agreement ("Content"). Content does not include any information related to products offered on any website other than the Telogix Website. Subject to the terms of this Agreement and these Terms and Conditions, and solely for the limited purpose of advertising Telogix Products and Services to PARTNER End Users within the designated Territory, Telogix grants PARTNER a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display the Content exclusively on PARTNER’s website, following any trademark usage guidelines and other policies provided by Telogix
Termination of License Upon termination of the Agreement for any reason, the licenses outlined in Sections 3.2 and 3.3 will immediately and automatically terminate. Additionally, Telogix may terminate the licenses detailed in this Section 3, either in whole or in part, by providing written notice to the Partner. Following the termination of the Agreement or Telogix's notification of the termination of the licenses in this Section 3, the Partner will promptly remove all Content and Telogix Marks related to these licenses from its website and will delete or otherwise destroy such materials.
Minimum Advertised Price Policy
MAP Policy To promote the perceived value of Telogix products, Telogix maintains a Minimum Advertised Price Policy (the “MAP Policy”). This policy establishes a minimum advertised price (the “MAP”) and applies equally to all authorized Telogix sellers who sell and advertise Telogix Products directly to End Users.
MAP Baseline for Partner Compensation For the avoidance of doubt, the MAP pricing published at www.telogix.com shall serve as the baseline reference for this provision and for the Partner Compensation Structure described in Section 6.2. Partner commissions are calculated based on this baseline pricing, and Telogix reserves sole discretion in determining compensation adjustments if MAP pricing is not met.
MAP Policy Pricing Telogix will establish a MAP (or potentially no MAP) for each Telogix Product at its sole discretion. The current MAP Policy pricing will be provided to the Partner. Telogix may adjust the MAP Policy pricing at its discretion with fourteen (14) days prior written notice to the Partner.
MAP Policy Compliance Prices for Telogix Products in all Partner advertisements must meet or exceed the applicable MAP Policy prices listed in the current price sheet. A deviation of up to $0.99 is allowed to accommodate retail price point guidelines. This requirement applies to Partner advertisements across all media, including but not limited to print, broadcast, public signage, direct emails, direct mail, and online platforms. The MAP Policy also applies to all pricing engines and feeds. Failure to adhere to the MAP Policy guidelines may result in the loss of some or all benefits provided by the Telogix Partner program and/or the termination of the Agreement by Telogix under Section 12.1 of these Terms and Conditions.
Minimum PARTNER Requirements
Minimum Orders Requirement PARTNER is required to activate a minimum of five (5) Telogix Office extensions, which must remain active for at least three (3) months from the date of activation, for each Service Quarter (referred to as the “Minimum Orders Requirement”). This three (3)-month minimum can be satisfied either in the Service Quarter when the extension was activated or in the immediately following Service Quarter. If the PARTNER fails to meet the Minimum Orders Requirement for two (2) consecutive Service Quarters, Telogix reserves the right, at its sole discretion, to terminate the Agreement in accordance with Section 7.1 of these Terms and Conditions. If the Effective Date of the Agreement is not within the first fifteen (15) days of the PARTNER’s first Service Quarter, the Minimum Orders Requirement will be pro-rated to one (1) Telogix Office base unit and/or Telogix IP telephone per month for the first Service Quarter.
Record-Keeping Requirements PARTNER must maintain complete, authentic, and accurate records (collectively referred to as “Records”) for each Telogix Product purchased and resold. This includes information regarding compliance with Telogix marketing and sales programs. For each End User to whom the PARTNER sells Telogix Products and/or Services, the PARTNER is required to keep the following information: (i) account and/or extension activation name, (ii) address, (iii) account and/or extension telephone number, (iv) date of activation, (v) number of users, (vi) description of Telogix Product, and (vii) Telogix Product serial number. The PARTNER must retain all Records for the duration of the Agreement and will provide full and complete copies of these Records to Telogix upon reasonable request.
Commissions Commissions will be paid as outlined in Exhibit A of the Agreement.
Term and Termination Term and Termination for Convenience: The Agreement will commence on the Effective Date and continue for one (1) year from that date (the “Initial Term”). After the Initial Term, the Agreement will renew automatically for successive one (1) year periods (each referred to as a “Renewal Term”). Either party may terminate the Agreement without cause by providing written notice to the other party at least thirty (30) days prior to the intended termination date. However, Telogix may terminate the Agreement immediately by notifying the PARTNER within the first ninety (90) days following the Effective Date
Termination for Cause If either party defaults in a material way in performing its duties or obligations as outlined in the Agreement, and the default is not substantially cured within ten (10) days after written notice is provided to the defaulting party that specifies the nature of the default (if the default is curable), then the party not in default may terminate the Agreement by giving written notice of termination to the defaulting party, effective as of the date specified in the notice. However, Telogix may terminate the Agreement immediately in the event of a breach by the PARTNER of Section 2 (Appointment and Responsibilities of PARTNER), Section 3 (Trademarks and Licensing), or Section 13 (Confidentiality).
Termination for Insolvency or Bankruptcy Either party may immediately terminate the Agreement by providing written notice to the other party in the event of: (i) liquidation of the other party; (ii) appointment of a receiver or similar officer for the other party; (iii) the other party’s assignment for the benefit of all or substantially all of its creditors; (iv) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations; or (v) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtor's law for its relief or reorganization.
Effect of Termination Upon termination or expiration of the Agreement: (a) PARTNER’s rights to purchase Telogix Products shall immediately terminate; (b) PARTNER shall cease to represent itself to any third parties as a Telogix seller and stop using any Telogix Marks and Content; (c) all authorizations and licenses granted by Telogix under the Agreement will immediately terminate, and all rights will automatically revert to Telogix. However, provided the termination is not due to PARTNER's nonpayment in full to Telogix, any licenses granted by Telogix under the Agreement will extend to all Telogix Products for which Telogix has received payment and for which Telogix Products will be delivered post-termination; and (d) PARTNER may only sell Telogix Products in its inventory at the time of termination or expiration. PARTNER’s confidentiality obligations shall survive any termination or expiration of the Agreement.
Post-Termination Liability PARTNER agrees that, in the event of any termination or expiration of the Agreement, it shall have no rights to damages or indemnification of any nature, including commercial severance pay, loss of future profits, expenditures for promoting any product, or other commitments related to the business and goodwill of PARTNER. However, termination or expiration does not extinguish any liability of either party arising before the termination or expiration of the Agreement, including but not limited to payments due. PARTNER EXPRESSLY WAIVES ANY RIGHT OR CLAIM UNDER THE LAWS OF ANY JURISDICTION TO RECEIVE ANY COMPENSATION OR REPARATIONS UPON TERMINATION OR EXPIRATION OF THE AGREEMENT, WHETHER BY OPERATION OF LAW OR OTHERWISE.
Limited Warranty and Warranty Disclaimer
Warranty The only warranty that Telogix provides concerning any Telogix Products or Telogix Services is the written limited warranty statement outlined in the Telogix Terms and Conditions available at http://www.Telogix.com/terms/ (the “Limited Warranty”). In case of any inconsistency between the Limited Warranty and the warranties and disclaimers provided with the Telogix Products, the Limited Warranty shall prevail.No Other Warranty Except for the Limited Warranty, PARTNER shall not make any commitments, warranties, or representations, whether written or oral, regarding Telogix, Telogix Products, or Telogix Services. PARTNER shall defend and indemnify Telogix against any warranties made in addition to Telogix's Limited Warranty and for any misrepresentation of Telogix's specifications, functionality, or compatibility of any Telogix Product or Telogix Service.
Disclaimer EXCEPT FOR THE LIMITED WARRANTY STATEMENT SPECIFIED IN SECTION 8.1 ABOVE, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. This disclaimer and exclusion shall apply even if the express warranty mentioned above fails to fulfill its essential purpose.
Websites All content, information, and downloads provided on the Telogix Website are offered "AS IS." Telogix does not guarantee the accuracy or completeness of any information, links, or materials included on the Telogix Website, nor does it guarantee that the Website will be error-free or operate without interruptions. The PARTNER acknowledges that Telogix may modify any URL address or terminate the availability of the Telogix Website (in whole or in part) at any time without notice to the PARTNER.
Telogix Product Return Policy
PARTNER Return Policy For any Telogix Product purchased from Telogix, the PARTNER has thirty (30) calendar days from the date of purchase to return the product for a full refund, provided that all items purchased in a single transaction are returned (the "PARTNER Return Policy"). Telogix will not accept partial returns of items from a single transaction
Eligible Returns Telogix Products purchased from retailers or sellers other than Telogix are not eligible for return under the PARTNER Return Policy. For all returns, all Telogix Products from the same transaction or order must be returned and repackaged with all cords, adapters, and documentation that accompanied the product at the time of purchase. Telogix Products that have been altered, damaged, or physically modified are ineligible for return. Under the PARTNER Return Policy, no Telogix Products may be returned for a refund after thirty (30) calendar days from the date of purchase, except in the event of a defect covered by Telogix's limited warranty outlined in Section 8.
Infringement Telogix will defend the PARTNER against any claim, demand, suit, or proceeding brought by a third party alleging that any Telogix Product supplied hereunder infringes a United States copyright or an existing United States patent issued as of the Effective Date (a "Claim"). Telogix will pay any amounts finally awarded or agreed upon in settlement of such Claim. Telogix's obligations specified in this section are conditioned on the PARTNER promptly notifying Telogix in writing of the claim or the threat thereof and providing Telogix complete exclusive authority, as well as information and assistance, for the defense and settlement of the claim. If a claim occurs or is likely to occur, the PARTNER agrees to allow Telogix, at its option and expense, to either (a) secure the right for the PARTNER to continue using the infringing product; (b) replace or modify the product to eliminate the infringement; or (c) if neither option is viable, terminate its obligations and the PARTNER's rights concerning the product. If the PARTNER returns the product, Telogix will refund the original price, adjusted for depreciation over its lifetime.
Limitation of Liability and Confidentiality Agreement Telogix assumes no liability under the following circumstances. The Partner (referred to as "PARTNER") agrees to defend and indemnify Telogix against any claims arising from:
(a) The combination, operation, or use of any Telogix product provided under this agreement with equipment, devices, or software not supplied by Telogix.
(b) Services offered or used by the PARTNER and/or end users through the operation of such Telogix products or revenue received by the PARTNER and/or end users from those services; or
(c) Any alteration or modification of Telogix products supplied under this agreement.
Regardless of any other provisions in this document, Telogix shall not be liable for any claims based on the PARTNER’s use of Telogix products as supplied after Telogix has informed the PARTNER of necessary modifications or changes to avoid such claims and has offered to implement those changes. If implementing Telogix's recommendations would have prevented the claim, Telogix bears no liability. The above statements outline the entire obligation of Telogix and its suppliers, as well as the exclusive remedy available to the PARTNER regarding the infringement of intellectual property rights. This provision is solely for the benefit of the PARTNER, and Telogix disclaims all warranties regarding non-infringement. If any damages awarded or settled regarding any claim are calculated based on royalty or percentage, Telogix's payment obligation will not exceed that royalty or percentage applied to the amounts charged by Telogix to the PARTNER for the infringing or allegedly infringing Telogix product.
Limitation of Liability Notwithstanding any other provisions, the total liability of Telogix, its third-party service providers, and its suppliers for claims arising under this agreement or otherwise shall be limited to the amount paid by the PARTNER to Telogix for the Telogix products under this agreement during the twelve (12) months preceding the event or circumstances that gave rise to such liability. This limitation of liability is cumulative and not applicable per incident.
Waiver of Consequential Damages Under no circumstances shall Telogix, its third-party service providers, or its suppliers be liable for any incidental, special, indirect, punitive, or consequential damages. This includes but is not limited to, lost revenue, lost profits, lost or damaged data, disruption of business, lost opportunities, loss of goodwill, or loss of reputation, regardless of whether the claims arise in contract, tort (including negligence), strict liability, or otherwise—even if Telogix or its suppliers were advised of the possibility of such damages. These limitations apply under any theory of liability concerning the use of any Telogix products or services, their failure to perform, or any other reason, and shall remain enforceable regardless of the failure of any limited remedy's essential purpose.
Confidentiality The PARTNER acknowledges that during the process of selling or distributing Telogix products and fulfilling its obligations under this agreement, both the PARTNER and end users may acquire information about Telogix, its products, and services that is confidential and proprietary. This proprietary information includes but is not limited to, trade secrets, know-how, inventions, development plans, techniques, designs, processes, programs, software, schematics, software source code/documents, data, customer lists, financial information, pricing, costs, marketing plans, or any other information that the PARTNER should reasonably know is confidential or proprietary to Telogix. Telogix intends to maintain ownership of all such proprietary information. PARTNER shall at all times maintain in the strictest confidence and trust all such Proprietary Information and shall not use such Proprietary Information other than in the course of its duties and as expressly authorized by Telogix under the Agreement, nor shall PARTNER disclose any such Proprietary Information to any third party without Telogix's prior written consent. PARTNER shall disclose such Proprietary Information only to its employees who need to know such information in connection with the performance of PARTNER’s duties under the Agreement, provided that PARTNER shall appropriately bind each of its employees to whom such disclosure is made to hold the Proprietary Information in strict confidence and not to disclose such information to any person other than as is necessary in the course of its employment by PARTNER. PARTNER will defend and indemnify Telogix for all damages suffered by Telogix in the event of wrongful disclosure of such Proprietary Information. The obligations of confidentiality set forth herein shall not apply to information which (i) was rightfully in possession of or known to PARTNER without any obligation of confidentiality before receiving it from Telogix; (ii) is, or subsequently becomes, legally and publicly available without breach of the Agreement; (iii) is rightfully obtained by PARTNER from a source other than Telogix without any obligation of confidentiality; (iv) is developed by or for PARTNER without use of the Proprietary Information and such independent development can be shown by documentary evidence; and (v) becomes available to PARTNER by wholly lawful inspection or analysis of Telogix Products offered for sale. Further, PARTNER may only disclose Proprietary Information under a valid order issued by a court or government agency, if PARTNER provides Telogix: (a) prior written notice of such obligation and (b) the opportunity to oppose such disclosure or obtain a protective order.
Governmental Approvals PARTNER represents and warrants that it (a) has complied, and will continuously comply, with all applicable federal, state, and local laws, ordinances, codes, regulations, rules, policies, licensing requirements, and procedures (collectively, “Applicable Laws”). This includes but is not limited to, laws related to recycling or take-back programs for packaging, the sale or use of Telogix Products, compliance with telecommunications laws governing the use of Telogix Products, and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act; and (b) will obtain all necessary approvals, make all required filings, complete all registrations, acquire all licenses and permits, and provide all notices that may be necessary to enter into the Agreement and conduct its activities in all countries or jurisdictions specified in the Territory outlined herein (collectively, “Governmental Approvals”) The PARTNER shall retain or maintain these approvals in full force and effect without amendments, changes, or alterations, except as may be required by law, policy, or regulation. A failure by the PARTNER to obtain or maintain any such Governmental Approvals necessary for the payment of U.S. currency to Telogix shall not exempt the PARTNER from its obligations under this Agreement.
Export Sales and Export Controls PARTNER acknowledges that the Telogix Products it may purchase and sell under the Agreement are subject to export controls under U.S. laws and regulations. PARTNER shall not export, re-export, or transfer any Telogix Products outside the Continental United States under any circumstances.
Notice to Telogix PARTNER will notify Telogix immediately upon becoming aware of any breach of the covenants in this section.
Arbitration Any dispute relating to the Agreement will be resolved through binding arbitration rather than in court, except that PARTNER may assert claims in small claims court if the nature of the claims qualifies. The Federal Arbitration Act, federal arbitration law, and the laws of Texas (without regard to principles of conflict of laws) will govern the Agreement and any disputes that may arise between PARTNER and Telogix. There will be no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can grant the same damages and relief on an individual basis as a court would, including injunctive and declaratory relief or statutory damages, and must adhere to the terms of the Agreement. To initiate an arbitration proceeding, PARTNER must send a letter requesting arbitration and describing the asserted claim to Telogix Legal Department, 525 Almanor Avenue, Suite 200, Sunnyvale, CA 94085. The American Arbitration Association (“AAA”) will conduct the arbitration under its rules, including the AAA's Commercial Arbitration Rules and Mediation Procedures. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. The AAA's rules will govern the payment of all filing, administration, and arbitrator fees. PARTNER may choose to have the arbitration conducted via telephone, based on written submissions, or in person. PARTNER and Telogix agree that dispute resolution proceedings will be conducted individually and not as part of a class, consolidated, or representative action. If, for any reason, a claim proceeds in court rather than in arbitration, both PARTNER and Telogix waive their right to a jury trial. Additionally, both parties agree that either may bring suit in court to seek an injunction for any breach of confidentiality, infringement, or other misuse of intellectual property rights. Notwithstanding anything to the contrary in the Agreement, Telogix may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged breach of confidentiality or infringement of Telogix's, or any other person or entity's, intellectual property or proprietary rights. PARTNER acknowledges and agrees that Telogix's rights in its marks and content possess unique and extraordinary value, the loss of which cannot be easily quantified or compensated with monetary damages.
Performance of PARTNER PARTNER agrees that it will not, at any time, publish, say, or do anything that may be detrimental to the best interests or business reputation of Telogix. This provision will survive the expiration or termination of the Agreement.
Choice of Law The validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the State of Texas, as if it were performed entirely within that State, without regard to principles of conflict of laws. The State and Federal courts of Dallas, Texas, shall have exclusive jurisdiction over any claims arising from this Agreement, except as expressly provided otherwise. Notwithstanding the above, either party may seek interim injunctive relief in any appropriate court regarding any alleged breach of that party's proprietary rights.
Assignment Neither this Agreement nor any rights under this Agreement may be assigned by PARTNER, by operation of law or otherwise, without the express prior written consent of Telogix, which may be withheld at its sole discretion. Any attempted assignment that violates this provision shall result in immediate and automatic termination of this Agreement and shall be without legal effect. Telogix may freely assign this Agreement and any of its rights under it to any third party at any time, without restriction. This Agreement shall bind and inure to the benefit of the parties under the laws of the State of Texas.
Relationship of the Parties The parties will perform their obligations under this Agreement as independent contractors. This Agreement does not establish any agency, partnership, or employee relationship. No labor relationship exists between Telogix and PARTNER's employees. PARTNER agrees to indemnify Telogix against any claims from PARTNER’s employees. Neither party may assume obligations or bind the other party in any manner.
Survival Sections 1, 3, and 7 through 16 of the Terms and Conditions shall survive any expiration or termination of this Agreement.
URLs PARTNER hereby confirms that it can access, has read, and agrees to the information made available by Telogix on the Telogix Website and any other websites referenced in this Agreement or the Terms and Conditions. PARTNER acknowledges that Telogix may modify any URL address or the availability of any information at any address without prior notice.
Force Majeure A party that is unable to fulfill its obligations due to a force majeure event—defined as circumstances beyond its control—will be excused from performance. The affected party must provide prompt written notice of the condition and resume performance once the issues are resolved. If the delay exceeds ninety (90) days from the scheduled delivery date, the other party may terminate the Agreement without liability. "Force Majeure" includes, but is not limited to, fires, accidents, acts of God, supply shortages, severe weather, labor disputes, war, and governmental orders or regulations.
Severability If any part of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect, and the unenforceable provision shall be reformed to give maximum legal effect to the intentions of the parties expressed herein.
Waiver The failure of any party to enforce any terms and conditions of this Agreement shall not constitute a waiver of that party’s right to enforce every term and condition of the Agreement thereafter.
Other Remedies All remedies specified for Telogix in this Agreement shall be in addition to, and shall in no way limit, any other rights and remedies available to Telogix, all of which Telogix expressly reserves.
Non-Exclusive Market and Purchase Rights It is expressly understood and agreed that this Agreement does not grant Telogix or PARTNER an exclusive right to purchase or sell any products or services. This Agreement shall not prevent either party from developing, acquiring, or selling competing products or services from other vendors or customers.
Entire Agreement This Agreement constitutes the complete agreement between the parties concerning the subject matter herein. It supersedes any prior or contemporaneous quotations, proposals, understandings, representations, or any other agreements between the parties, whether oral or written. No conditions, understandings, agreements, representations, or warranties, expressed or implied, are specified herein. This Agreement may only be modified by a written document executed by both parties