2. GOVERNING LAW
THIS AGREEMENT AND YOUR USE OF THE WEBSITE SHALL BE GOVERNED BY THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
3. USE OF THE WEBSITE
You may only use this Website for its intended purpose and solely in accordance with this Agreement. In addition, you may not restrict or inhibit any other person from using or enjoying the Website. The Website may contain links to other Internet sites and third-party resources. Xplore is not responsible for either the availability of these outside resources or their content. Xplore may, but is not obligated to, monitor your use of the Website. As part of your use of the Website, you may provide registration information to Xplore. You warrant that all such registration information is accurate and truthful, and you agree to update such information as necessary. You may also be asked to choose or be assigned a user name and password. You are responsible for maintaining the confidentiality of such information.
4. INTELLECTUAL PROPERTY
The content of this Website is protected by law, including without limitation United States copyright law, trademark law, and applicable international treaties. You are granted permission to display, reproduce, distribute, and download the materials on this Website solely for your own personal, non-commercial use, provided that none of the content is modified and all of Xplore's legal legends are retained. You may not "mirror" any content contained within this Website. Except as stated herein, none of the content may be reproduced, distributed, published, displayed, downloaded, or transmitted in any form by any means without the prior written permission of Xplore or the appropriate copyright owner. Xplore does not grant you any licenses, express or implied, to the intellectual property of Xplore or its licensors except as expressly stated in this Agreement.
5. TRANSMISSION OF CONTENT
6. INTERNATIONAL USE
This Website is controlled and operated by Xplore from within the United States. Xplore makes no representations that materials contained within the Website are appropriate or available for use in other locations, and access to the Website from locations where such activity is illegal is prohibited. Those who choose to use the Website from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.
7. U.S. GOVERNMENT RESTRICTED RIGHTS
The content of this Website is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in applicable laws and regulations.
8. LIMITATION OF LIABILITY
THE WEBSITE IS PROVIDED "AS IS" AND XPLORE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND NON-INTERFERENCE. UNDER NO CIRCUMSTANCES SHALL XPLORE BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR LOST PROFITS, OR ANY CLAIM MADE BY A THIRD PARTY OR MADE BY YOU FOR A THIRD PARTY, ARISING OUT OF YOUR USE OR INABILITY TO USE THE WEBSITE OR THE CONTENT CONTAINED THEREIN, EVEN IF XPLORE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER DAMAGES ARE SOUGHT AS A TORT CLAIM (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), A CONTRACT CLAIM, OR ANY OTHER CLAIM AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES OR COUNTRIES, SOME EXCLUSIONS OR LIMITATIONS CONTAINED HEREIN MAY NOT APPLY TO YOU.
9. INDEMNIFICATIONYou agree to indemnify, defend and hold harmless Xplore, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Website or related services, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Xplore reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Xplore in asserting any available defenses.
This Agreement may be modified by Xplore at any time by updating and posting a new version on the Website. By using the Website, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use.
11. TERM AND TERMINATION
This Agreement is effective as of the date of your first access or use of the Website, and shall remain in effect for the duration of your access or use. This Agreement shall automatically terminate upon your breach of the Agreement.
The state or federal courts sitting in Travis County, Texas shall have exclusive jurisdiction and venue over any dispute arising out of this agreement and sale, and you hereby consent to the jurisdiction of such courts. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.