TEXAS INSTRUMENTS INCORPORATED (“TI”) TERMS OF SALE & SERVICE
Education Technology Products
United States and Canada
1. Applicability, Offer and Acceptance.
Orders for Products placed through either (1) Online Platforms, or (2) 1-800-TI-CARES shall be subject to additional terms set forth below in Appendix A: Supplemental Terms for Online Platforms and 1-800-TI-CARES Transactions. Orders for Services shall be subject to additional terms set forth in Appendix B: Supplemental Terms for TI Educational and Professional Development Services.
Buyer may offer to buy Products under these terms by submitting an order to TI. TI may accept or reject any order at TI’s sole discretion.
Where Buyer submits its order through an Online Platform or 1-800-TI-CARES, TI’s order confirmation is for informational purposes only and does not constitute TI’s acceptance of Buyer’s order or confirmation of an offer to sell and/or deliver a Product or Service. For Products, acceptance takes place only when TI either (i) sends a confirmation that a Product has shipped or (ii) sends an express confirmation of acceptance. For Services, acceptance takes place as set forth in Appendix B Supplemental Terms for TI Educational and Professional Development Services.
The terms in this contract and any applicable TI quotation are the sole terms governing TI’s sale or provision of Products and/or Services to Buyer. TI’s acceptance of Buyer’s offer is expressly limited to these terms. TI hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order, unless TI expressly agrees to such terms in writing. Capitalized words will have the meaning described in the Glossary of Defined Terms located at the end of this contract.
TI may, at any time prior to accepting Buyer’s offer, decline, reject, cancel, or limit Buyer’s order for any reason, including, without limitation: if a Product or Service is not available; if TI determines a Product has an issue requiring repair; in the event of errors in Product or Service pricing information; or if TI (or its authorized business partners) identify issues relating to credit and fraud avoidance. Should this occur, Buyer will be informed and any payments Buyer has made with respect to such Products or Services, if any, will be refunded to Buyer.
Where applicable, TI communicates pricing to customers in various ways (e.g., quotes) and confirms transaction prices with its order acknowledgements. Prior to shipment of Product, TI’s price may change due to adjustments in Product features, quantities, shipment arrangements, requested delivery dates, or other changes to conditions. The final price in effect on the date of shipment as stated in TI’s invoice applies. Unless otherwise agreed, prices are in U.S. Dollars and Payment must be in U.S. Dollars.
TI will notify Buyer of costs or fees for shipment. Unless TI notifies Buyer otherwise, Product shipments will be delivered FCA (Incoterms 2020) TI’s point of shipment. Risk of loss or damage to Product will pass to Buyer upon TI’s delivery to the TI designated shipping point. Any subsequent loss or damage will not relieve Buyer from its obligations. Buyer is solely responsible for costs of Product freight and insurance after delivery to the TI designated shipping point. If TI incurs freight or insurance costs on Buyer’s behalf, Buyer must promptly reimburse TI for such freight or insurance costs.
Unless TI notifies Buyer otherwise, Buyer is importer of record and is responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required. TI may deliver Products in installments.
Where applicable, TI will communicate to Buyer an Estimated Ship Date. TI will not be liable for any damage, loss, or expense incurred by Buyer if TI fails to meet the Estimated Ship Date.
Unless TI notifies Buyer otherwise, with regard to international shipments that transit through international waters or airspace, title transfers to Buyer immediately after Products leave the jurisdictional territory of TI’s point of shipment. Unless TI notifies Buyer otherwise, with regard to domestic shipments and international shipments that do not transit through international waters or airspace, title transfers upon delivery to Buyer’s carrier or nominee at TI’s point of shipment.
Delivery of Services will be scheduled as set forth by TI in the applicable TI Service quote.
4. Cancellations and Rescheduling.
Orders for Products are non-cancellable and non-reschedulable, unless TI notifies Buyer otherwise.
For Services, Buyer may request to cancel or reschedule orders. TI may permit or reject such request on a case-by-case basis at TI’s sole discretion. Fees for cancelled or rescheduled Services orders will be communicated by TI, if applicable.
5. Payment Terms.
Unless otherwise communicated by TI, Payment is due thirty (30) Days after TI’s invoice date. TI may change or withdraw credit amounts or payment terms at any time for any reason. If Buyer or its affiliate(s) fails to make Payment when due, TI and its affiliates may suspend or cancel performance under any agreements, including delay or cancellation of shipment on any open orders. TI will not be liable for, and Buyer will hold TI harmless from, any costs or losses resulting from suspension or cancellation on account of Buyer’s failure to make Payment. Buyer may not deduct any Payment amounts on account of unresolved disputes. TI may charge Buyer 1.5% per month on overdue accounts (18% per year) to the extent permitted by law.
Prices do not include any taxes including, without limitation, sale, value-added tax, goods and services tax or similar taxes. TI will add taxes to the sales price on its invoices where required by applicable law and Buyer will pay such taxes unless Buyer provides TI with a duly executed sales tax exemption certificate before invoicing. If Buyer is required by law to withhold any amount of tax from its Payment to TI, Buyer will take all reasonable steps to minimize such withholding tax, provide TI with a receipt or certificate as evidence the tax has been paid, and reimburse TI for the amount of withholding so that TI receives Payment for the full value of the invoice.
TI will not be in breach of this contract and will not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond TI’s reasonable control, whether foreseeable or unforeseeable, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, epidemic, pandemic any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act, or Act of God. In the event of a shortage of components, TI may, at its sole discretion, allocate Product production and deliveries.
8. Warranties and Related Remedies.
8.1 TI offers the applicable Product warranty to consumers set forth at the following link:
8.2 EXCEPT AS SET FORTH ABOVE, PRODUCTS, SERVICES, AND ALL RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” TI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING SUCH PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Buyer’s Responsibilities.
Buyer assumes all risks related to its use of Products or Services.
10. Intellectual Property Indemnification.
10.1 Subject to Sections 8, 9, 10.2 through 10.5, and 11, TI will defend Buyer against any claim, suit, or proceeding brought against Buyer, insofar as such claim, suit, or proceeding is based on an allegation that Products manufactured and supplied by TI to Buyer directly infringe any United States, Canadian, Japanese, or European Union member country patent (excluding utility models), copyright, or trade secret (“Covered Claim”), and TI will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against Buyer for a Covered Claim, or agreed to by TI as settlement or compromise of a Covered Claim.
TI has no obligation to defend or indemnify Buyer unless Buyer:
(a) promptly informs TI of the Covered Claim and furnishes TI a copy of the claim, suit, or proceeding,
(b) gives all evidence in Buyer’s possession, custody, or control to TI, and
(c) gives TI reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. Buyer agrees to make available to TI the benefit of any defense available to Buyer to any Covered Claim hereunder, including, but not limited to, any license or option to license or sub-license any intellectual property right that is the subject of such Covered Claim. Buyer will be entitled to participate in its defense at its own expense with counsel of its own choosing.
This Section 10.1 does not apply to Services.
10.2 If TI is obligated to defend Buyer pursuant to Section 10, TI may, but has no obligation to:
(a) obtain a license that allows Buyer to continue the use of the Products,
(b) replace or modify the Products so as to be non-infringing, but in a manner that does not materially affect the functionality of such Products, or
(c) if neither (a) nor (b) is available to TI at a commercially reasonable expense, then TI may stop selling the Products to Buyer without being in breach of this contract.
If TI elects to provide either of the options set forth in clauses (a) and (b) above, TI’s obligation pursuant to Section 10.1 will be entirely fulfilled as to that Covered Claim, except for any damages, losses, or costs (excluding consequential and exemplary damages) incurred by Buyer prior to TI taking such action. If TI elects the option set forth in clause (c) above, TI’s indemnity obligation under this contract will be entirely fulfilled, regardless of any additional claims, and Buyer will return to TI any and all Products remaining in Buyer’s possession, custody, or control.
10.3 TI will have no liability or obligation under Sections 10.1 or 10.2:
(a) if Buyer has not purchased the Products subject to the Covered Claim within the thirty-six (36) months preceding the date Buyer informed TI of the Covered Claim,
(b) if Buyer has not fully and promptly paid in full for the Products subject to the Covered Claim,
(c) if the Covered Claim arose because Buyer or Buyer’s customer brought a claim, suit, or proceeding against a third party,
(d) for any costs, losses, or damages resulting from Buyer’s willful acts, or any settlement or compromise incurred or made by Buyer without TI’s prior written consent, and
(e) to the extent that a Covered Claim is based upon:
i. Buyer’s modifications to the Products,
ii. TI’s compliance with Buyer’s particular design, instructions, or specifications, or
iii. TI’s compliance with any industry or proprietary standard.
10.5 THE FOREGOING STATES THE SOLE LIABILITY OF TI FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, IN REGARD THERETO. BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING INTELLECTUAL PROPERTY INDEMNIFICATION TERMS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT, AND THAT IN THE ABSENCE OF SUCH TERMS, THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.
11. Limitations and Damages Disclaimer.
11.1 General Limitations. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TI BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE PRODUCTS OR SERVICES, REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY LAW, NO CLAIM, SUIT, OR ACTION WILL BE BROUGHT AGAINST TI MORE THAN TWELVE (12) MONTHS AFTER THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED.
11.2 Specific Limitations. IN NO EVENT WILL TI’S AGGREGATE LIABILITY FROM ANY USE OF A PRODUCT OR SERVICE PROVIDED HEREUNDER, INCLUDING FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT EXCEED THE TOTAL AMOUNT PAID TO TI FOR THE PARTICULAR PRODUCTS OR SERVICES AT ISSUE WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.
11.3 BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.
12. Non-Waiver of Default.
In the event of any default by Buyer, TI may decline to make further shipments of Products or continue to perform Services. If TI elects to continue to make shipments of Products or perform Services, TI’s action will not be a waiver of any such default or affect TI’s legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.
13. Governing Law and Venue.
This contract, and all claims or causes of action based upon, arising out of, or relating to this contract, or its negotiation, interpretation, or performance, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of the State of Texas, without reference to conflict-of-laws principles that would result in the application of the laws of a different jurisdiction. This contract is not governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby agree that all claims or causes of action based upon, arising out of, or relating to this contract, or its negotiation, interpretation, or performance, whether contractual or non-contractual, shall be submitted to the state or federal courts in Dallas County, Texas, and each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of those courts and waives any objection based on personal jurisdiction or forum non-conveniens. The parties agree that a judgment on any such claim or cause of action may be enforced in any court of competent jurisdiction or in any other manner provided by law.
14. Export Control.
Exports, re-exports, and transfers of Products may be subject to U.S. export controls and sanctions. Buyer acknowledges and agrees that: i) it will comply with all applicable laws and regulations; ii) Products may not be exported, re-exported, sold or transferred to U.S. embargoed, sanctioned, or restricted destinations, persons, or entities without first obtaining any necessary governmental authorization; and iii) it will provide notice of these compliance obligations to any party obtaining Products from Buyer.
Unless any necessary U.S. and other applicable government authorizations are obtained in advance, Buyer may not export, re-export, transfer, purchase, or sell any Product: (i) for a military end use; (ii) to a military end user; or (iii) for the design, development, fabrication, or use of nuclear, chemical, or biological weapons or missile technology. For additional information, see Part 744 of the U.S. Export Administration Regulations.
Each party shall, at its own expense, secure export and import authorizations necessary to fulfill its obligations under this Section 14. Buyer will indemnify and hold TI (including its agents and representatives) harmless against any damages, costs, losses, and/or liabilities arising out of any Buyer non-compliance with this section. If any required authorization cannot be obtained, or in the event Buyer breaches this Section 14, TI may terminate, cancel, or otherwise be excused from any obligations that it may have under this contract. Product classifications are for TI convenience only and shall not be construed as a representation or warranty of any kind; Buyer is responsible for its own compliance obligations. This section will survive any termination or expiration of this contract.
15. Assignment and Third Party Beneficiaries.
This contract is not assignable by Buyer without TI’s prior written consent. Any unauthorized assignment is null and void. No provision in this contract confers any benefits, rights, or remedies to any person other than Buyer or TI. TI’s affiliates and subsidiaries may perform all or any part of TI’s obligations under this contract.
This contract constitutes the entire agreement between the parties relating to the sale of Products and Services, and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No addition to or modification or waiver of any provision of this contract will be binding upon TI unless made in writing and signed by a duly authorized TI representative. If for any reason a court of competent jurisdiction finds any provision of this contract to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder of this contract will continue in full force and effect. Electronic communications, including emails and/or social media communications, are not signed writings for purpose of this section. No course of dealing or trade usage or course of performance will be relevant to explain or supplement any term in this contract. In the event of any conflict between these Terms of Sale and Service and the Supplemental Terms for Online Platforms and 1-800-TI-CARES Transactions in Appendix A, the Supplemental Terms for Online Platforms and 1-800-TI-CARES Transactions shall prevail and govern with regard to Online Transactions. In the event of any conflict between these Terms of Sale and Service and the Supplemental Terms for TI Educational and Professional Development Services in Appendix B, the Supplemental Terms for TI Educational and Professional Development Services shall prevail and govern with regard to Services. For all transactions, these Terms of Sale and Service and its appendices will prevail notwithstanding any different, conflicting, or additional terms that may appear on any purchase order or other writing not expressly incorporated herein, including, but not limited to, purchase order acknowledgements and online communications. The section headings contained in this contract are for reference purposes only and will not affect in any way the meaning or interpretation of this contract. The contract is in the English language only, which language shall be controlling in all respects.
Purchases from Unauthorized Sources
For full warranty and support, customers must purchase Products through TI’s authorized sources. TI does not provide device authentication or support for Products purchased outside of TI’s authorized sources due to uncertainty regarding authenticity, storage and handling.
Glossary of Defined Terms
Buyer or Customer means a person, entity or educational organization (e.g., school, school district, college, university, etc.) purchasing and/or taking delivery of Products and/or Services directly from TI.
Covered Claim has the meaning defined in Section 10.1.
Days means calendar days unless otherwise stated.
Estimated Ship Date or ESD means the date estimated by TI for shipment of the Product from the applicable TI location.
Online Platforms mean the Education Technology Store on TI.com, or third party online sales platforms engaged by TI to sell Products or Services on behalf of TI. Online Platforms excludes TI distributors, school dealers, or other resellers.
Online Transactions mean placing orders from an Online Platform or 1-800-TI-CARES through any channel, including, but not limited to email or by phone.
Payment means TI has received cleared funds from Buyer in TI’s bank account on or before the invoice due date.
Product means an educational technology product released to market by TI through its Education Technology group. For clarity, and without limitation, the term “Product” or “Products” excludes: Services, marketing collateral, software, Samples, or evaluation items.
Sample means a Product that TI provides to Buyer free of charge for evaluation or testing purposes.
Services means -educational and professional development services offered by TI and ordered by Buyer. Services excludes customer support services.
Appendix A: Supplemental Terms for Online Platforms and 1-800-TI-CARES Transactions
Please carefully read the following Supplemental Terms for Online Platforms and 1-800-TI-CARES Transactions, which are legally binding. For any questions regarding an Online Platforms or 1-800-TI-CARES order, please contact TI-Cares™ customer support.
These terms apply to all orders Buyer places through the Online Platforms or 1-800-TI-CARES, and all Products supplied by TI to Buyer through the Online Platforms or 1-800-TI-CARES ("Online Products") and are intended to supplement the Terms of Sale and Service. Placing orders from the Online Platforms or 1-800-TI-CARES through any channel, including, but not limited to email or by phone, are referred to as "Online Transactions".
If an individual is placing an order on behalf of a business or educational organization, that individual represents and warrants that they are authorized to accept these terms as well as the Terms of Sale and Service on behalf of their organization. Buyer agrees that Buyer will hold harmless and indemnify TI and its subsidiaries, officers, agents, and employees from any claim, suit or action due to Buyer’s culpable behavior arising from or related to a Buyer order, the use of the Online Platforms or 1-800-TI-CARES, or any violation of these terms or the Terms of Sale and Service, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys' fees.
1. Online Platforms or 1-800-TI-CARES Prices, Fees, Availability and Invoicing.
Prices are for Online Products only and do not include transaction taxes (such as value-added taxes, goods and services tax, consumption tax, sales tax), shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of Online Products, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). Buyer is responsible for any Additional Fees.
2. Online Platforms and 1-800-TI-CARES Shipping and Delivery.
Unless TI notifies Buyer otherwise, shipments will be delivered to the named place of destination indicated in Buyer’s order in accordance with the shipping terms indicated in the shipping instructions of Buyer’s order.
By placing an order, Buyer authorizes each vendor as TI may select to ship Online Products to pay Additional Fees on Buyer’s behalf to governmental authorities where applicable. Additional Fees may be charged directly to Buyer and are not included in the price of Buyer’s order.
3. Returns and Refunds
Except and to the extent expressly required by applicable law, or as otherwise provided in these terms, TI does not offer any refunds, returns, or exchanges. Any refunds made will be made in full within thirty (30) working days from the day TI receives return of the Products. No refunds will be made for any postage, packaging costs, or Additional Fees except as otherwise required by applicable law.
4. Online Platforms and 1-800-TI-CARES Payment Terms.
Unless otherwise agreed by Buyer and TI in writing, all applicable payments must be made in full prior to the time of shipment of Online Products. TI may preauthorize the approximate full order amount with Buyer’s credit or debit issuer at the time Buyer places an order which may impact Buyer’s available credit line. By confirming Buyer’s order at the end of the checkout process, Buyer agrees to accept and pay for the Online Products as well as all Additional Fees. Generally, Buyer will not be charged for Buyer’s order until the order is shipped; however, Buyer may be charged at the time Buyer’s order is placed depending on the payment method Buyer selects.
Buyer represents and warrants that Buyer has the right to use any credit card or other payment methods that Buyer provides and that all billing information Buyer provides to TI is truthful and accurate. TI may require additional information or verifications prior to accepting any order.
5. Use of Coupon Code.
At TI’s discretion, a TI Online Platform may provide a Coupon Code to Buyer. In order to redeem a coupon, Buyer may enter the coupon code in the space provided and, if the coupon is valid, savings will appear at checkout. If the coupon code is not entered at the time of purchase, the coupon will not be honored. Coupons are not redeemable for cash or cash equivalent. Coupons cannot be used to make adjustments on previous purchases and are not transferable, not for resale and cannot be combined with any other offers, promotions, coupons or discounts.
Appendix B: Supplemental Terms for TI Educational and Professional Development Services
By accepting any TI offer in the form of a quotation (the “Quote”) or other form of offer, for Educational and Professional Development Services (“Services”) from Texas Instruments Incorporated, a Delaware corporation, acting by and through its Education Technology group or successor thereto, with its principal address at 12500 TI Boulevard, Dallas, Texas 75243 (“TI”), the Customer hereby agrees to the applicable terms from the TEXAS INSTRUMENTS INCORPORATED (“TI”) TERMS OF SALE & SERVICE and the following Supplemental Terms for TI Educational and Professional Development Services (the “Service Agreement”). The Service Agreement begins on the date the Customer communicates acceptance of TI’s Quote or pays for the Services pursuant to the Quote or the Online Transaction date (“Effective Date”).
1. Term. This Service Agreement shall be effective from the Effective Date until the end date set forth in the Quote (the “Term”), unless sooner terminated in accordance with the provisions of this Service Agreement, or extended by mutual agreement.
2.1 The Customer will pay the total cost of the Services as set forth in the Quote. This cost does not include the amount of any taxes to which the Customer may be subject. If the Customer is exempt from the payment of taxes in connection with the Services, the Customer shall provide to TI a sales tax exemption certificate or other appropriate documentation required to establish the tax exemption. If the Customer is subject to the payment of taxes on any portion of the Services, the Customer will promptly notify TI of this fact, and TI will add sales taxes to the compensation to be paid to TI as required by applicable law, and the Customer will pay such taxes in addition to the stated cost.
2.2 TI will submit its invoice(s) to the Customer upon completion of Services. For Services that span multiple fiscal quarters, TI may send invoices each quarter for Services rendered during that quarter. Unless otherwise stated in the Quote, Customer agrees to pay the full amount of each invoice within thirty (30) Days of receipt of TI’s invoice, notwithstanding any conflicting payment term which may be listed in any other document. TI will submit its invoice(s) via email to the primary point of contact indicated on the Quote, unless otherwise requested by the Customer.
2.3 The billing contact information for the parties is set forth in the Quote.
3. TI Services. TI will provide the specific Services described in the Quote to the Customer.
4.1 Termination for Convenience. Either TI or the Customer may terminate this Service Agreement for any reason, including but not limited to reasons of convenience, by providing the other party with at least thirty (30) Days’ prior written notice.
4.2 Termination for Breach. In the event of a material breach of this Service Agreement by either party, the non-breaching party may notify the party in breach of such breach in writing and, if said breach is not cured within thirty (30) Days after such notification, the non-breaching party may immediately terminate this Service Agreement. Notwithstanding the foregoing, either party may immediately terminate this Service Agreement by providing written notice and without giving the other party a chance to cure if the other party: (i) is involved in any voluntary or involuntary bankruptcy proceeding or any other proceeding concerning insolvency, dissolution, cessation of operations, reorganization or indebtedness or the like, and such proceeding is not dismissed within sixty (60) Days; or (ii) becomes insolvent or is unable to pay its debts in the ordinary course of business or makes an assignment for the benefit of its creditors.
4.3 Effect of Termination Upon receipt of notification of termination, whether for convenience or cause, (i) TI shall immediately cease performance of Services under this Service Agreement, (unless the parties agree to continued performance up to a specified date or activity), and (ii) the Customer shall pay TI for all training and/or curriculum materials (“Materials”) provided and Services performed by TI to the date of termination, within 30 Days after the date of termination
5. Notice. Unless otherwise specified herein, any notice to either party by the other party shall be deemed to have been properly given if mailed to said party by certified mail, return receipt requested, or if sent by facsimile or by overnight courier if evidence of receipt is verified and if correctly addressed to the last address for notice that the sending party has for the recipient at the time notice is given:
NOTICE TO TI
Title: Law Department Contracts Administration
Address: 13588 N. Central Expressway MS 3999
Dallas, Texas 75243
NOTICE TO THE CUSTOMER
TI will notify the Customer person(s) that the Customer designates in writing to receive legal notices. If no such person(s) is designated, then TI will notify the Customer person(s) whose contact information is set forth in the Quote.
Notice given by certified mail, return receipt requested, as provided above, with copy sent concurrently by facsimile or email, will be deemed delivered, whether or not actually received, three Days after deposit in the US mail. Notice given in any other manner will be deemed delivered if and when actually received. Either party may change its address for notice by providing written notice of the change in the manner for giving notice provided herein
6. Intellectual Property Rights and Materials License Grant. Title, ownership to, and rights in intellectual property in all Materials, delivered by TI related to the Services, including all permitted copies thereof, shall remain with TI and its licensors.
7. General Provisions.
7.1 Independent Contractor. Each party shall act as an independent contractor under this Service Agreement and shall not represent to any third parties that it is anything other than an independent contractor. TI may use subcontractors in the performance of this Service Agreement.
7.2 Survival. Notwithstanding any provision in this Service Agreement to the contrary, any terms or provisions of this Service Agreement which are performable after termination or expiration of this Service Agreement, or which may be performed after termination or expiration of this Service Agreement, will survive the expiration or termination of this Service Agreement.
7.3 Confidentiality. If either the Customer or TI desire to disclose confidential or proprietary information to the other party, they will first enter into an appropriate non-disclosure agreement before such disclosure occurs. The parties acknowledge that Customer may be subject to laws and regulations regarding disclosure of certain information to the public (“Public Information Acts”). Customer further acknowledges that certain information and materials related to or provided under this Service Agreement may be exempt from disclosure under the terms of the Public Information Acts. If Customer receives a request to disclose information or materials related to or provided under this Service Agreement, Customer agrees to provide notice of such request to TI in sufficient time for TI to take action to protect such information and materials from public disclosure if TI believes they are exempt from disclosure. Customer also agrees to reasonably cooperate with TI to protect such information and materials from disclosure upon TI’s request.
Ver Oct. 1, 2023