Terms & Conditions
As an individual interested in our technology and product offerings, your privacy is of great importance to us. As a user of this web site (the “Site”), we will take appropriate measures to protect the information provided by and collected from you on the Site. As our business changes and grows, so will this policy. Please check back periodically for additions and changes.
1. Order of Precedence
This Tego Terms and Conditions of Sale (“Terms”) will be the only terms and conditions that apply to any purchase order (“Purchase Order”) between you (“Buyer”) and Tego, Inc. (“Tego”). Tego’s acceptance of a Purchase Order is conditioned upon Buyer’s acceptance of these Terms and all Purchase Orders submitted by Buyer shall be deemed to incorporate and be subject to the Terms.
Buyer shall submit Buyer’s Purchase Orders for Product to Tego as written Purchase Orders subject solely to the Terms, stating the quantities and descriptions of products (“Products”) required, applicable purchase prices and license fees, requested delivery dates, and billing/shipping instructions. Tego will accept or reject (at Tego’s sole discretion) Buyer’s Purchase Order at Tego’s offices in Waltham, Massachusetts. If Buyer makes any changes to a Purchase Order less than thirty (30) days before delivery date, Buyer shall pay the full amount under the Purchase Order.
3. Delivery and Acceptance.
Shipment will be EXW Tego’s location (Incoterms 2010) in Massachusetts or a Tego-designated location in North America. Buyer is responsible for the cost of insuring shipments. Unless specified in the Purchase Order, shipment will be made in a manner reasonably determined by Tego. Shipments are deemed accepted upon delivery.
Unless otherwise stated in writing by Tego, all prices quoted are in U.S. dollars, expire thirty (30) days after quotation, and are exclusive of transportation, insurance, federal, state, local, excise, value-added, use, sales, property (ad valorem), and similar taxes or duties now in force or hereafter enacted. Buyer agrees to pay all taxes, fees, or charges of any nature whatsoever imposed by any governmental authority on, or measured by the transaction between Buyer and Tego, in addition to the prices quoted or invoiced. If Tego is required to collect the foregoing, Buyer will pay such amounts unless Buyer has provided Tego with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Terms of Payment
Payment is due prior to shipping; provided that if Tego has approved credit terms for Buyer’s purchase, Buyer shall pay the invoiced amount within thirty (30) days after the date of Tego’s invoice, which Tego will not issue before shipping. Tego may assess an interest charge of up to one and one-half percent (1-1/2%) per month on all amounts which are not timely paid (but not to exceed the maximum lawful rate). Any draft that is dishonored for any reason shall be assessed a twenty five dollar ($25) charge. If Buyer delays shipments other than as authorized in these Terms, Tego may invoice Buyer when Tego is prepared to ship. Tego may invoice Buyer immediately upon cancellation of or change to any Purchase Order in accordance with Section 2 above.
Buyer hereby grants to Tego a purchase money security interest in the Product or Software to secure the purchase price of the Product or Software until the purchase price is paid in full. Buyer shall execute and deliver all documents requested by Tego to perfect and maintain Tego’s security interest.
7. Title to Software
Notwithstanding anything to the contrary, software furnished hereunder (“Software”) is licensed and not sold. Title to Software and documentation related to Software (“Documentation”) shall remain solely with Tego. Software provided under these Terms will be subject to an end user license agreement (“EULA”), which takes precedence over these Terms in the event of any conflict between these Terms and the EULA.
Tego warrants to Buyer that Products will be Substantially Free from Defects and conform to Tego’s published specifications under normal use for a period of ninety (90) days after the date of delivery to Buyer. Buyer must notify Tego no more than ninety (90) days after delivery of a Product with regard to any Defect. “Defect” means only material deviations from the then-current design specifications and “Substantially Free” means that no more than the greater of fifty (50) Products or five percent (5%) of Products delivered under such Purchase Order are non-functional. If Products have a Defect, Buyer’s sole and exclusive remedy is for Tego to repair or replace such Products; Tego shall ship any replacement product as set forth in Section 3. EXCEPT AS STATED IN THIS SECTION 8, TEGO, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Notwithstanding the foregoing, Tego makes no warranty for Products or Software provided for testing, designing, manufacturing preparation or samples, each of which is provided “as-is”.
Each party shall keep the other’s confidential information confidential, with such care as it uses for its own confidential information, but at least reasonable care. These Terms are Tego’s confidential information.
10. Limitation of Liability.
NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, EXEMPLARY CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY. TEGO DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE USE OF THE PRODUCTS OR SOFTWARE BY ANYONE OTHER THAN BUYER. TEGO’S ENTIRE LIABILITY TO BUYER FOR ANY DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY BUYER TO TEGO DURING THE TWELVE (12) MONTH PERIOD THAT IMMEDIATELY PRECEDED THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM. THE LIMITATION OF LIABILITY CONTAINED IN THIS SECTION 10 SHALL NOT APPLY TO (I) BUYER’S PAYMENT OBLIGATIONS TO TEGO HEREUNDER; (II) EACH PARTY’S CONFIDENTIALITY OBLIGATIONS; (III) BUYER’S VIOLATION OF TEGO’S INTELLECTUAL PROPERTY RIGHTS; AND (IV) BUYER’S INDEMNITY OBLIGATIONS.
11. Buyer Indemnity
Buyer shall indemnify, defend and hold Tego and its affiliates, directors, officers and employees harmless from any claim (i) arising from any breach of these Terms; or (ii) any harm caused to a third party through the incorporation of a Product or Software into a product or software sold or licensed by Buyer, and reimburse Tego for any expenses, costs and liabilities (including reasonable attorney fees) incurred relating to such claims.
12. Compliance with Laws
Buyer represents, warrants and covenants to Tego that Buyer shall only use the Products or Software in compliance with all applicable federal, state or local laws or regulations, or the applicable foreign equivalents and in a manner that does not violate the rights of any third party. Without limiting the foregoing, Buyer shall comply with all export control laws and regulations applicable in the Territory and shall not export the Products or Software, or any part thereof, or any technical data without obtaining all applicable licenses, authorizations and regulatory approvals. Buyer shall be solely responsible at its cost for obtaining such licenses. Buyer represents and warrants to Tego that (i) Buyer is not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) Buyer is not listed on any United States Government list of prohibited or restricted parties.
Neither party may assign its rights and obligations hereunder without the prior written consent of the other, except either party may assign these Terms to an affiliate of such party or an acquirer (by purchase, merger or otherwise) of all or substantially all of such party’s business or assets relating to these Terms, provided that (i) the assignee agrees in writing to be bound by these Terms, (ii) neither the assignor nor assignee are in default hereunder. Any other purported assignment shall be null and void. No course of dealing or failure of either party to strictly enforce any term, right or condition of these Terms shall be construed as a waiver of such term, right or condition. Neither party shall be held responsible for any delay or failure in performance of any part of these Terms (other than payment obligations) to the extent such delay or failure is caused by events beyond its reasonable control. These Terms shall be governed by the laws of the Commonwealth of Massachusetts, excluding its choice of law rules and excluding the Convention for the International Sale of Goods. Buyer consents to the jurisdiction of the states and federal courts in the Commonwealth of Massachusetts. Buyer gives Tego the right to list Buyer as one of Tego’s customers. The headings used in these Terms are for reference purposes only and will not be deemed to affect the interpretation of any term or provision hereof. Except where the context otherwise requires, the terms “including” and “includes” shall mean “including without limitation” and “includes without limitation”, respectively. If any term hereof shall be held to be invalid or unenforceable for any reason, then the meaning of such term shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save such term hereof, it shall be severed herefrom, but without in any way affecting the remainder of such term or any other term contained herein, unless such severance effects such a material change as to render these Terms unreasonable. Except as provided for herein and except for any mutual nondisclosure agreement between Buyer and Tego, these Terms constitute the entire agreement between Buyer and Tego with respect to the subject matter herein.
14. Software Developers Privacy and Security Obligations
If your app handles personal or sensitive information indirectly or directly that originated in the European Union or Switzerland, then you must comply with EU-US Privacy Shield Framework, as promulgated by the U.S. Department of Commerce, the European Commission, and the Swiss Administration. For additional information, see https://www.privacyshield.gov/welcome.