These Terms of Service (“Terms”) are entered into by and between True Terpenes, Inc. (“True Terpenes”) and you (“Client”) (each, a “Party,” and collectively, the “Parties”) and constitute a binding contract between the Parties. These Terms govern, and are incorporated by reference into, the Parties’ Tolling Manufacturing and Supply Agreement (“Supply Agreement”). True Terpenes may, in its sole discretion, update and modify these Terms upon written notice to you. Your continued use of True Terpenes’s services and/or your continued purchase of any True Terpenes Goods after the date upon which you have been notified of a change to these Terms constitutes your: (i) acceptance of the updated Terms; and (ii) and confirmation that you have read, understand and agree to be bound by them. Unless otherwise provided herein, all capitalized terms in these Terms shall have the meaning given to them in the Supply Agreement.
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity or otherwise.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.
"Agreement" has the meaning set forth in the preamble to the Supply Agreement.
"Basic Purchase Order Terms" means, collectively, any one or more of the following terms specified by Client in a Purchase Order pursuant to Section 3.2: (a) a list of the Goods to be purchased; (b) the quantity of each of the Goods ordered; (c) the Requested Delivery Date; (d) the unit Price for each of the Goods to be purchased; (e) the billing address; and (f) the Delivery Location. For the avoidance of doubt, the term "Basic Purchase Order Terms" does not include any general terms or conditions of any Purchase Order.
"Business Day" means any day except Saturday, Sunday or any other day on which commercial banks located in Portland, Oregon are authorized or required by Law to be closed for business.
"Client" has the meaning set forth in the preamble to the Supply Agreement.
"Client Indemnified Parties" has the meaning set forth in Section 5 to the Terms of Service.
“Client Intellectual Property Rights" means all Intellectual Property Rights owned by or licensed to Client, including Intellectual Property Rights associated with Client Ingredients.
"Claim" means any Action brought against a Person entitled to indemnification under Section 5 to the Terms of Service.
"Control" (and with correlative meanings, the terms "Controlled by" and "under common Control with") means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership or voting securities, by contract, or otherwise.
"Delivery Location" means the street address for delivery of the Goods specified in the applicable Purchase Order.
"Effective Date" means the date first set forth on the Supply Agreement.
"Forecast" means, with respect to any three-month period, a good faith projection or estimate of Client's requirements for Goods during each month during the period, which approximates, as nearly as possible, based on information available at the time to Client, the quantity of Goods that Client may order for each such month.
"Goods" means the goods identified on Schedule 1 to the Supply Agreement and described in the Specifications.
"Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.
"Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (a) Patents; (b) Trademarks; (c) internet domain names, whether or not Trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (e) Trade Secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the Laws of any jurisdiction throughout in any part of the world.
"Law(s)" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority.
"Nonconforming Goods" means any goods received by Client from True Terpenes pursuant to a Purchase Order that: (a) do not conform to the Goods listed in the applicable Purchase Order; (b) do not fully conform to the Specifications; or (c) materially exceed the quantity of Goods ordered by Client pursuant to this Agreement or any Purchase Order. Where the context requires, Nonconforming Goods are deemed to be Goods for purposes of this Agreement.
"Patents" means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor's certificates, petty patents and patent utility models).
"Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority or any other entity.
"Personnel" of a Party means any agents, employees, contractors or subcontractors engaged or appointed by such Party.
"Purchase Order" means Client's purchase order issued to True Terpenes hereunder, including all terms and conditions attached to, or incorporated into, such purchase order.
"Representatives" means a Party's Affiliates and each of their respective Personnel, officers, directors, partners, shareholders, attorneys, third-party advisors, successors and permitted assigns.
"Requested Delivery Date" means the requested delivery date for Goods ordered hereunder that is set forth in a Purchase Order, which must be a Business Day no less than 15 days following delivery of the applicable Purchase Order to True Terpenes.
"Specifications" means the specifications for the Goods, if any, attached to the Supply Agreement as EXHIBIT A.
"Taxes" means any and all present and future sales, income, stamp and other taxes, levies, imposts, duties, deductions, charges, fees or withholdings imposed, levied, withheld or assessed by any Governmental Authority, together with any interest or penalties imposed thereon.
"Territory" means the US, and its territories and possessions, and Canada.
"Trademarks" means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.
"Trade Secrets" means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein.
"True Terpenes" has the meaning set forth in the preamble to the Supply Agreement.
“True Terpenes’ Intellectual Property Rights" means all Intellectual Property Rights owned by or licensed to True Terpenes and includes, without limitation, Intellectual Property Rights associated with the Goods, including any Exclusive Goods, that are subject to the Supply Agreement.
"True Terpenes’ Trademarks" means all Trademarks owned by or licensed to True Terpenes.