# Terms and Conditions

> Discover the Trybus Solutions Terms and Conditions and ensure you're familiar with our policies for using our services.

*Source: https://trybussolutions.com/terms-and-conditions/ · Trybus Solutions · Chattanooga, TN · 423-633-1817 · info@trybussolutions.com*

***PAYMENT TERMS –** Trybus Solutions standard payment terms are Net 15. Unless otherwise noted on a* *Trybus Solutions order form, quotation or other agreement, payments for products, which include but are not* *limited to hardware, software, and manufacturer maintenance and support contracts (collectively, “Products”)* *and/or services provided to Customer, are to be made within Trybus Solutions standard terms of Net 15.* *Products will be invoiced to Customer upon shipment to Customer’s site or a storage facility designated by* *Customer, which may be at a warehouse or other location of Customer’s or Trybus Solutions Services will be* *invoiced to the Customer weekly, unless otherwise specified. Appropriate Taxes (defined below) and shipping* *& handling charges may be added at the time of invoicing. Shipment terms are FOB origin. Time is of the* *essence with regard to Customer’s obligations under the Agreement. In addition to any other rights or remedies* *available to Trybus Solutions, the outstanding balance on any payment(s) not made within these Terms and* *Conditions will be assessed interest at the rate of one and one-half percent (1.5%), or the maximum rate* *allowable by law, whichever is less, and the failure by Customer to make timely payment(s) shall constitute an* *event of default under the Agreement. Customer shall furnish financial information to Trybus Solutions from* *time to time upon request by Trybus Solutions to determine Customer’s creditworthiness. All sales are subject* *to credit approval.*

***CONFIDENTIALITY –** During the performance of the Agreement the Parties may exchange certain* *technical and business information, intellectual property, and other information considered proprietary or* *confidential, the nature of which the disclosing Party makes the receiving Party aware upon disclosure* *(“Confidential Information”). Each Party agrees to protect such Confidential Information from disclosure to* *anyone other than the receiving Party, its affiliates and any of their directors, officers, managers, members,* *employees, agents and representatives who need access to such information to enable the receiving Party to* *perform its obligations under the Agreement (collectively “Representatives”), exercising the same degree of* *care used to protect the receiving Party’s Confidential Information of like importance and in any event no less* *than a reasonable degree of care. Within fourteen (14) days of a request by the disclosing Party, all* *Confidential Information, and all copies thereof, shall be destroyed or returned by the receiving Party or its* *Representatives and, upon request, the receiving Party shall furnish written confirmation that it has done so. In* *the event the receiving Party is ordered to disclose the disclosing Party’s Confidential Information pursuant to* *a judicial or governmental request, requirement or order, the receiving Party shall, if permitted by law,* *immediately notify the disclosing Party and take reasonable steps to assist the disclosing Party in contesting* *the same or otherwise protecting the disclosing Party’s rights. In the event of any threatened or unauthorized* *disclosure by the receiving Party or any of its Representatives, the disclosing Party shall be entitled to* *injunctive or other equitable relief seeking to restrain such use or disclosure without the necessity of proving* *actual harm or posting bond, in addition to all other rights and remedies under the Agreement or otherwise* *available at law or in equity.*

***RETURNS –** Trybus Solutions cancellation and return policies are subject to the applicable manufacturer’s* *cancellation and return policies and may be modified at any time without notice. Based upon the* *applicable manufacturer’s policies, certain software or other Products may not be eligible for return, and some* *returns may be subject to a minimum re-stocking fee. All returns MUST be preauthorized by Trybus Solutions* *in writing with a Returned Merchandise Authorization (“RMA”). All Products must be returned in their* *original packaging in as-new condition, along with any items originally included therein (e.g., all original* *boxes, manuals, etc.). Trybus Solutions WILL NOT accept Products returned without a valid RMA and/or that* *are not packaged in as-new condition, and Customer will be obligated to pay the entire invoice due for such* *Products.*

***INDEPENDENT CONTRACTORS –** The Parties are independent contractors. Neither Party is an* *employee, agent, or representative of the other Party. The Agreement does not create an association, joint* *venture, or partnership between the Parties nor imposes any partnership liability upon either Party. Except as* *otherwise specifically set forth in the Agreement, neither Party shall have any right, power, or authority to* *enter into any agreement for or on behalf of the other Party, or to incur any obligation or liability or otherwise* *bind the other Party.*

***NON-SOLICITATION –** Except as otherwise provided in the Agreement, the Parties agree not to knowingly* *hire, induce or solicit to hire, directly or indirectly, any of the other Party’s current employees while the* *Agreement is in effect and for a period of one (1) year following the later of the last purchase of Products by* *Customer and/or completion of services for Customer by Trybus Solutions under the Agreement, without the* *prior written consent of the other Party. Notwithstanding anything herein to the contrary, publication of open* *positions in any media of general circulation and requisitions to recruiting firms for open positions, without* *identifying the other Party or its employees, will not constitute solicitation or inducement, and either Party may* *engage the services of any person that responds to such general advertisings or postings.*

***EVENTS OF DEFAULT –** Customer shall be in default immediately upon the happening of any of the* *following events: (a) Customer fails to meet any of its payment obligations under the Agreement; (b) Customer* *becomes insolvent, becomes the subject of a voluntary or involuntary petition in bankruptcy or any other form* *of judicial reorganization or supervision, has a receiver appointed for its business, enters into any arrangement* *with creditors or otherwise is unable to pay its debts as they become due; (c) Customer violates any of the* *provisions of the Agreement; or (d) Customer misrepresents any fact to Trybus Solutions concerning* *Customer, including but not limited to, Customer’s financial condition, business activities, and/or Customer’s* *performance of the Agreement.*

***PRODUCT WARRANTY** – PRODUCT WARRANTIES (IF ANY) ARE PROVIDED BY THE* *MANUFACTURER OF THE PRODUCT(S) AND, TO THE EXTENT APPLICABLE, TRYBUS* *SOLUTIONS WILL PASS-THROUGH TO CUSTOMER ANY WARRANTIES PROVIDED BY THE* *MANUFACTURER. CUSTOMER ACKNOWLEDGES AND AGREES THAT TRYBUS SOLUTIONS* *SHALL HAVE NO LIABILITY FOR THE PRODUCTS OR PRODUCT WARRANTIES, THAT ANY* *PRODUCTS PROVIDED TO CUSTOMER BY TRYBUS SOLUTIONS ARE PROVIDED AS-IS, WHERE* *IS, WITH ALL FAULTS, AND THAT TRYBUS SOLUTIONS MAKES NO PROMISE, GUARANTY OR* *WARRANTY THAT THE PRODUCTS WILL PERFORM AS INTENDED OR WILL BE FREE FROM* *SOFTWARE GLITCHES, BUGS, BREAKDOWNS OR FAILURES. CUSTOMER ACKNOWLEDGES AND* *AGREES THAT THE USE, TITLE, INTEREST AND RIGHTS ASSOCIATED WITH ANY PRODUCTS* *ARE GOVERNED BY THE APPLICABLE MANUFACTURER END-USER LICENSE AGREEMENT,* *SOFTWARE LICENSE AGREEMENT, MANUFACTURER’S WARRANTY, AND/OR* *MANUFACTURER’S MAINTENANCE/SUPPORT AGREEMENT (COLLECTIVELY,* *“MANUFACTURER LICENSE AND SUPPORT AGREEMENTS”) AND THAT THE MANUFACTURER* *MAY REQUIRE CUSTOMER (BY WAY OF SHRINK-WRAP, CLICK THROUGH OR OTHER* *CONTRACT FORMATION MECHANISMS), TO ACCEPT THE TERMS OF SUCH MANUFACTURER* *LICENSE AND SUPPORT AGREEMENT(S) AS A CONDITION TO THE INSTALLATION AND/OR USE* *OF THE PRODUCTS. FURTHER, CUSTOMER HEREBY APPOINTS TRYBUS SOLUTIONS AS ITS* *ATTORNEY-IN-FACT WITH FULL POWER AND AUTHORITY, FOR THE SOLE PURPOSE OF TAKING* *ANY ACTION REQUIRED BY THE MANUFACTURER(S) OF THE PRODUCTS AS A CONDITION TO* *THEIR INSTALLATION AND USE, INCLUDING BUT NOT LIMITED TO, AGREEING FOR AND ON* *BEHALF OF CUSTOMER, THAT CUSTOMER IS BOUND BY, AND CUSTOMER’S USE OF THE* *PRODUCTS IS SUBJECT TO, THE TERMS AND CONDITIONS OF ANY MANUFACTURER LICENSE* *AND SUPPORT AGREEMENTS. CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS OF ANY* *KIND AND NATURE AGAINST TRYBUS SOLUTIONS RELATING TO OR IN CONNECTION WITH* *THE ACTIONS TAKEN BY TRYBUS SOLUTIONS PURSUANT TO THIS LIMITED POWER OF* *ATTORNEY.*

***SERVICE WARRANTY –** Trybus Solutions represents and warrants that it will perform the Services: (i) in* *a professional manner, exercising the degree of skill and care commensurate with standards generally* *associated with Trybus Solutions industry and area of expertise; (ii) in substantial conformance with any* *written specifications or other written description (including web based or other electronic presentation) of the* *Services; and (iii) in compliance in all material respects with all applicable federal, state and local laws and* *regulations*

***DISCLAIMER OF UNSTATED WARRANTIES –** EXCEPT AS OTHERWISE EXPRESSLY STATED* *IN THE AGREEMENT, THE ABOVE LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER* *WARRANTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRYBUS SOLUTIONS* *DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, AND* *WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT* *LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A* *PARTICULAR PURPOSE, AND/OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR* *USAGE OF TRADE.*

***LIMITATION OF LIABILITY** – TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS* *OTHERWISE PROVIDED IN THE AGREEMENT, IN NO EVENT SHALL TRYBUS SOLUTIONS BE* *RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, UNDER ANY STATUTE,* *OR BASED ON ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY FOR ANY PUNITIVE OR* *EXEMPLARY DAMAGES, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL* *DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, PROFITS,* *REVENUE, DATA, OR BUSINESS), ARISING OUT OF, RELATING TO, OR IN ANY WAY IN* *CONNECTION WITH THE AGREEMENT, WHETHER FORESEEABLE OR NOT, AND EVEN IF* *ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TRYBUS SOLUTIONS TOTAL AGGREGATE* *LIABILITY ARISING OUT OF, RELATING TO, OR IN ANY WAY IN CONNECTION WITH THE* *AGREEMENT, INCLUDING BUT NOT LIMITED TO, FURNISHING PRODUCTS AND/OR SERVICES* *TO CUSTOMER SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO TRYBUS* *SOLUTIONS FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM(S). NO* *ACTION, REGARDLESS OF FORM, ARISING OUT OF, RELATING TO OR IN ANY WAY IN* *CONNECTION WITH THE AGREEMENT MAY BE BROUGHT AGAINST TRYBUS SOLUTIONS MORE* *THAN ONE (1) YEAR AFTER THE DATE OF DISCOVERY OF THE CAUSE OF ACTION.*

***TAXES** – Fees and expenses under the Agreement are exclusive of all taxes, including without limitation,* *all federal, state and local use, sales, property, value added and any similar taxes (collectively, “Taxes”).* *Customer shall promptly reimburse Trybus Solutions or pay directly to the applicable government or taxing* *authority, all applicable Taxes arising under the Agreement. Customer will not be responsible for Taxes* *computed upon the income of Trybus Solutions.*

***FORCE MAJEURE** – With the exception of payment obligations, neither Party shall be considered in* *default or liable for any delay or failure in performance under the Agreement to the extent such delay or failure* *is attributable to any act, omission or other cause beyond such Party’s control and absent of fault or negligence* *(directly or indirectly) of such Party, which materially restricts a Party’s ability to perform its obligations under* *the Agreement (a “Force Majeure Event”), including but not limited to, accidents; severe acts of nature such as* *fires, floods, tornadoes or earthquakes; strikes or other labor disputes; civil disturbance including war,* *insurrection, riots, terrorism or other acts of public enemies; and voluntary or mandatory compliance with any* *governmental act, regulation or request, provided the immediately effected Party notifies the other Party within* *fifteen (15) calendar days of becoming aware of a Force Majeure Event and the delay or failure of performance* *caused (or anticipated to be caused) by such event, and uses reasonable efforts to mitigate the impact of the* *Force Majeure Event. Notwithstanding the foregoing, in the event a Force Majeure Event results in any loss or* *damage relating to the Products and/or services to be provided by Trybus Solutions, Trybus Solutions shall not* *be obligated to continue performance except to the extent agreed upon by the Parties in a written change order* *reflecting an adjustment to the services, schedule Services, Schedule, Fee and Expenses as necessary or* *appropriate for Trybus Solutions to replace the Products and complete or maintain the ability to complete (as* *the case may be), the services.*

***OFFSETS** – Trybus Solutions may offset any sums due from Customer to Trybus Solutions against any* *sums owed by Customer to Trybus Solutions. Customer shall have no right to any credits, deductions or offsets* *without prior written consent from Trybus Solutions.*

***ASSIGNMENT** – Neither Party may assign the Agreement or any of its rights under the Agreement, or* *delegate any of its obligations under the Agreement without the prior written consent of the other Party, which* *consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either* *Party may assign any or all of its rights and/or obligations under the Agreement to any affiliate without the* *prior written approval of the other Party; provided that, such affiliate assignee has the financial, operational,* *technical and other necessary capabilities and resources to accomplish any and all obligations under the* *Agreement in a manner comparable to the expected performance of the assigning Party.*

***BINDING EFFECT** – All rights, remedies, obligations and liabilities given to or imposed upon the Parties* *under the Agreement shall extend to, inure to the benefit of and bind, as the circumstances may require, the* *Parties and their respective heirs, personal representatives, successors and permitted assigns.*

***GOVERNING LAW; JURISDICTION; VENUE** – The Agreement shall be governed by, interpreted, and* *construed in accordance with the laws of the State of Tennessee, without reference to conflict of laws* *principles. Customer irrevocably consents to the jurisdiction of the state and federal courts located in the State* *of Tennessee, USA, in connection with all actions arising out of or in connection with the Agreement, waives* *any objections that venue is an inconvenient forum, and agrees that a final judgment in any such action or* *proceeding shall be conclusive and may be enforced in any other jurisdiction (including the appropriate courts* *of the jurisdiction in which Customer is a resident or in which any property or an office of Customer is* *located) by suit on the judgment or in any other manner provided by law. Customer further agrees that it will* *not initiate any action against Trybus Solutions in any other jurisdiction.*

***ATTORNEYS’ FEES –** In addition to all other rights and remedies available to Trybus Solutions, in the* *event Customer fails to pay any sums owing to Trybus Solutions under the Agreement, Customer shall* *reimburse Trybus Solutions for all collection costs and expenses, including without limitation reasonable* *attorneys’ fees, incurred by Trybus Solutions in collecting such sums regardless of whether litigation is* *commenced. In addition, if litigation is commenced by either Party to enforce any provision of the Agreement,* *or by reason of any breach of the Agreement, the prevailing Party shall be entitled to recover reasonable* *attorneys’ fees and costs, both at trial and on appeal.*

***AMENDMENT –** No modification or amendment of the Agreement, including but not limited to, these* *Terms and Conditions, shall be binding on Trybus Solutions unless such modification or amendment is in a* *writing signed by duly authorized representatives of both Parties, which specifically references the Agreement* *and states in definite terms that the Parties intend to modify the Agreement.* *IN FURTHERANCE OF THE FOREGOING, TRYBUS SOLUTIONS HEREBY GIVES NOTICE TO* *CUSTOMER THAT ANY ADDITIONAL OR DIFFERENT TERM OR CONDITION STATED BY* *CUSTOMER, WHETHER IN A PURCHASE ORDER, ACKNOWLEDGEMENT FORM OR OTHERWISE* *IN ACKNOWLEDGING OR ACCEPTING THE AGREEMENT, IS DEEMED BY TRYBUS SOLUTIONS* *TO BE A MATERIAL ALTERATION OF THE AGREEMENT AND IS HEREBY OBJECTED TO BY* *TRYBUS SOLUTIONS UNLESS SPECIFICALLY ACCEPTED BY TRYBUS SOLUTIONS IN WRITING* *PURSUANT TO THESE TERMS AND CONDITIONS AND THE AGREEMENT. TRYBUS SOLUTIONS* *SALE OF PRODUCTS TO CUSTOMER AND/OR PERFORMANCE OF SERVICES FOR CUSTOMER* *SHALL NOT CONSTITUTE ACCEPTANCE BY TRYBUS SOLUTIONS OF ANY SUCH ADDITIONAL* *OR DIFFERENT TERMS OR CONDITIONS NOT SPECIFICALLY ACCEPTED BY TRYBUS* *SOLUTIONS IN WRITING AS PROVIDED HEREIN.*

***ENTIRE AGREEMENT –** The Agreement constitutes the entire agreement between the parties pertaining* *to its subject matter and supersedes any and all prior negotiations and writings between the Parties with regard* *to such subject matter. Headings are inserted for convenience only and are in no way intended to describe,* *interpret, define, or limit the scope, extent or intent of the Agreement. ACCEPTANCE OF TERMS AND* *CONDITIONS: By signing below, the undersigned on behalf of Customer, represents and warrants that* *Customer has read, understands, agrees and is bound by these Terms and Conditions separately and as part of* *the Agreement, and that the undersigned is duly authorized to execute these Terms and Conditions on behalf of* *Customer.*