By accessing or using the Platform, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform. These Terms expressly supersede prior agreements or arrangements with you. TUYA may immediately cease offering or deny access to the Platform or any portion thereof, to anyone, at any time, for any reason.
TUYA may amend the Terms from time to time. Amendments will be effective upon TUYA’s posting of such updated Terms at this location or in the amended policies or supplemental terms. Your continued access or use of the Platform after such posting confirms your consent to be bound by the Terms, as amended. If TUYA changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing TUYA written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o TUYA Now, LLC, PO Box 55388, Houston, TX 77255-5388 or (b) by email from the email address associated with your Account. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms). TUYA may, at their discretion, terminate the User agreement and access to the Platform based on the rejection of acceptance of Terms of Service.
TUYA’s collection and use of personal information in connection with the Platform is described in TUYA’s Privacy Statements located at www.tuyanow.com.
THESE TERMS, AS AMENDED FROM TIME TO TIME BY TUYA, AND AS IN EFFECT ON THE DATE A REQUEST FOR SERVICE IS MADE, SET FORTH THE LEGALLY BINDING TERMS GOVERNING SHIPPERS’ USE OF THE PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU, ARE ACCEPTING THESE TERMS, ON BEHALF OF YOURSELF AND THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO AGREE TO THESE TERMS, ON BEHALF OF YOURSELF OR THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT. YOU MAY NOT ACCESS OR USE THE PLATFORM OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.
1. PLATFORM DESCRIPTION
The Platform allows Shippers to arrange end to end transportation and/or local delivery services for both interstate and intrastate shipments with qualified Friendly Driver Professionals (FDP’s) through the Platform. TUYA does not provide delivery and/or logistics services. FDP’s are independent contractors and not employees, partners, agent joint ventures or franchises of TUYA. FDP’s have entered into independent contractor agreements with TUYA which requires them to comply with all applicable federal, state and local laws rules and regulations including any DOT requirements. Your ability to use this Platform does not establish TUYA as a Motor Carrier, a Transportation Property Broker, a 3PL or any other FMCSA regulated entity.
2. USING THE PLATFORM
- Shippers must provide accurate and correct information for each Offer placed on the Platform. The order information determines the Offer price which is then subject to acceptance by an FDP. TUYA is not responsible for providing any Offer Information.
- Shippers must promptly remove from the Platforms all Orders cancelled by the Shipper. Cancellation charges may apply.
- Order Completion. Once the transportation and any other events contemplated by the Order have been fully executed, a proof of delivery (“Proof of Delivery”) will be uploaded to the Platform.
- Electronic Notifications. All notifications and activities of the Platform are performed electronically, and by using the Platform, you consent to provide, receive and use all electronic notifications (including, without limitation, emails and text messages). You are responsible for any required paperwork with the exception of paperwork that must accompany the shipment as required by law, rule or regulation
- Packaging and Marking. You agree to comply with all applicable local, state and federal laws governing packing, packaging, marking and labelling of freight for all shipments. Freight must be prepared and packed to withstand the rigors of transportation in an express transportation environment. Each shipment must be legibly and durably marked with the name, address and ZIP code of the recipient. TUYA reserves the right to refuse shipments at the time of pickup if, in TUYA’s judgement, the shipment is not properly packaged.
- Restricted Commodities TUYA does not accept the following commodities:
Articles of extreme Value, i.e., antiques, precious stones or metals, artwork, currency,
Human remains in any form
Hazardous material in quantities larger than “Limited Quantity” designation
Hazardous waste including medical waste
Commodities that require specific written approval:
Hazardous Material in Limited Quantity packaging
- All parties using the Platform (Shippers, FDP’s, TUYA, other participants) agree that they will abide by all federal, state, local and any other governing body’s laws, rules, regulations, ordinances or other legal requirements in all activities that include the use of the Platform. All parties also agree to Indemnify all other parties against any action brought due to a violation of this clause by a specific party, their officers, employees or affiliates.
3. RATES & PAYMENTS
- The Offer price in effect at the time You place an Order is placed and accepted will govern that Order. From time to time TUYA may make promotional offers with different features and/or rates available to all or certain customers, in TUYA’s sole discretion.
- Payments for each Order must be made by electronic means (i.e. credit card, merchant card, ACH, etc.) to the designated Payment Service Provider on receipt of a Proof of Delivery unless prior credit arrangements have been agreed to in a separate agreement.
- Accessorial charges may be added to the fees for an Order up to 24 hours after actual delivery based on the time and location of the delivery. Terms for additional, supplemental charges are the same as those stated in b. above.
- Inaccurate or incomplete Offer Information provided by the Shipper may result in additional charges being added to the accepted Offer price.
- You agree to pay for any Orders tendered and/or completed through the Platform and not to circumvent payment through the Platform for Orders in any way. All payments will be in US dollars.
- TUYA is not responsible for collecting, reporting, paying, or remitting to the Shipper or for the Shipper, any taxes including sales taxes, GST, VAT or other taxes which may be levied.
- You shall also be liable for any expenses, including attorney fees, incurred to collect amounts owed.
4. TUYA’s RESPONSIBILITIES
TUYA ensures the following:
- The Shipper has agreed to abide by all pertinent laws and regulations including federal, state and local applications.
- All FDP’s have been subject to MVR’s and Background checks before being granted access to Platform shipment acceptance.
- All FDP’s have all required insurance in place and in effect.
- All shipments moving as a Platform transaction have cargo insurance as follows (Carmack Amendment rules applicable):
- Standard Cargo Insurance included up to $5000.00 (based on actual invoice value)
- Additional Insurance available up to $50,000 with written agreement and additional charge.
TUYA shall Not be liable for any loss, delay, or other damage caused by:
- Acts of God, public enemies, public authorities acting with actual or apparent authority, quarantine, riots, unavailability in whole or in part fuel, strikes, civil commotions: hazard or dangers incident the state of war; nuclear risk; or any other condition or event beyond the FDP’s reasonable control.
- Shipper’s or a consignee’s default under agreement with any third party;
- The nature of the cargo, or any defect, characteristic, or inherent vice thereof;
- Shipper’s violation of any of the provisions of this Agreement, including, but limited to; improper or insufficient packaging, securing, marking, addressing, or labeling, and or failure to observe any law, regulations, or rules relating to the cargo or the shipment thereof;
- Consignee’s failure to observe any law, regulation, or rules pertaining to the cargo or the shipment thereof;
- Compliance with the Shipper’s or the Consignee’s delivery instructions or non-compliance with Shipper’s or Consignee’s special instruction which violate the terms and conditions of this Agreement or any laws, regulations, or rules of any governmental or regulatory authority. The FDP does not guaranty that delivery will be effectuated to meet any particular market, dispatch, exhibition, setting, or pre-set delivery parameter; or
- Any noted discrepancy of a Shipper Load and Count order still sealed on arrival at the consignee location.
- In order to use the Platform, You must register for a TUYA account (“Account”) on the Platform and provide certain information as prompted by the registration process. You represent and warrant that all required registration information You submit is truthful and accurate and that You will maintain the accuracy of such information. You may deactivate Your Account at any time, for any reason. Such deactivation does not change the liabilities and fees that you have incurred to the point of deactivation. You are responsible for maintaining the confidentiality of Your Account login credentials and are fully responsible for all activities that occur under Your Account. You agree to immediately notify TUYA of any unauthorized use, or suspected unauthorized use of Your Account or any other breach of security. TUYA cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements.
- Subject to the terms of this Agreement, TUYA grants You a non-transferable, non-exclusive license to use the Site for Your internal business use during the term of this Agreement.
- Certain Restrictions. The rights granted to You in this Agreement are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform; (b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) You shall not access the Platform in order to build a similar or competitive Platform; and (d) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, backwards engineered, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Platform shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Platform content must be retained on all copies thereof.
6. NETWORK ACCESS AND DEVICES
You are responsible for obtaining the data network access necessary to use the Platform. Your mobile network’s data and messaging rates and fees may apply if You access or use the Platform from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. TUYA does not guarantee that the Platform, or any portion thereof, will function on any hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
- Excluding Your User Content (defined below), You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform are owned by TUYA or TUYA’s licensors. TUYA’s provision of the Platform does not transfer to You or any third party any rights, title or interest in or to such intellectual property rights. TUYA and its suppliers reserve all rights not granted in this Agreement.
- TUYA reserves the right, at any time, to modify, suspend, or discontinue the Platform or any part thereof with or without notice. You agree that TUYA will not be liable to You or to any third party for any modification, suspension, or discontinuance of the Platform or any part thereof.
- If You provide TUYA any feedback, suggestions, bug reports, system errors, and other information or ideas regarding the Platform (“Feedback”), You hereby assign to TUYA all rights in the Feedback and agree that TUYA shall have the right to use such Feedback and related information in any manner it deems appropriate. Unless otherwise required under this Agreement, TUYA has no obligation to review, respond to, resolve complaints or issues identified in, or otherwise address any Feedback You provide. TUYA will treat any Feedback You provide to TUYA as non-confidential and non-proprietary. You agree that You will not submit to TUYA any information or ideas that You consider to be confidential or proprietary. If You agree to participate in any case studies, You agree that information You provide in connection with the case study is deemed Feedback and that TUYA may use Your name in connection with such Feedback.
8. USER CONTENT
- User Content. “User Content” means all information, data, and other content that a User submits to, or uses with, the Platform. User Content includes online delivery Order Information and any other information provided by You. You are solely responsible for Your User Content. You assume all risks associated with use of Your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Your User Content that makes You or any third party personally identifiable. You hereby represent and warrant that Your User Content does not violate the Acceptable Use Policy (defined below). For the avoidance of doubt, User Content may include third-party content You submit. You agree not to submit third-party content unless You have the consent of the applicable third-party owner of such content. You may not state or imply that Your User Content is in any way provided, sponsored or endorsed by TUYA. You alone are responsible for any liability resulting from Your User Content, including, but not limited to, liability resulting from any of Your User Content that violates the Acceptable Use Policy. TUYA does not control User Content, and You acknowledge and agree that TUYA assumes no responsibility for any User Content and makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content.
- You hereby grant, and You represent and warrant that You have the right to grant, to TUYA an irrevocable, nonexclusive, royalty-free and fully paid, sub-licensable, worldwide license to use Your User Content, solely for the purposes of including Your User Content in the Platform and to create Anonymous Data. All rights in and to the User Content not expressly granted to TUYA in this Agreement are reserved by You.
- Creation of Anonymous Data. TUYA may create anonymous data records (“Anonymous Data”) from Your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that would identify You. TUYA may use and disclose Anonymous Data for any purpose, including to improve the Platform.
- Certain Disclosures. TUYA may share Your User Content (a) with TUYA’s third-party Platform providers; (b) if another company acquires TUYA’s company, business, or TUYA’s assets, including through bankruptcy, with such acquiring company; and (c) to comply with relevant laws, to respond to subpoenas or warrants served on us, to protect or defend TUYA’s or TUYA’s Users’ rights or property, and/or to investigate or assist in preventing any violation or potential violation of the law or this Agreement.
9. ACCEPTABLE USE POLICY
The following sets forth TUYA’s “Acceptable Use Policy”:
- You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- In addition, You agree not to use the Platform to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Platform, other computer systems or networks connected to or used together with the Platform, through password mining or other means; (f) harass or interfere with another User’s use and benefit of the Platform; or (g) introduce software or automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Platform, (h) perform any activity on the platform that TUYA, in its sole discretion, determines is detrimental to the functioning and use of the Platform.
- TUYA reserves the right (but has no obligation) to review any User Content, investigate, and/or take appropriate action against You at TUYA’s sole discretion (including removing or modifying Your User Content, terminating Your Account, and/or reporting You to law enforcement authorities) if You violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for TUYA or any other person.
10. DISCLAIMERS AND RELEASE
THE PLATFORM IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND TUYA (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. TUYA (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. YOUR INTERACTIONS WITH OTHER USERS AND THIRD PARTIES ARE SOLELY BETWEEN YOU AND SUCH USER OR THIRD PARTY. YOU AGREE THAT TUYA WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. IF THERE IS A DISPUTE BETWEEN YOU AND ANY USER OR THIRD PARTY, TUYA IS UNDER NO OBLIGATION TO BECOME INVOLVED.
YOU HEREBY WAIVE AND RELEASE TUYA (AND TUYA’S SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), ARISING FROM YOUR USE OF THE PLATFORM, OR IN ANY WAY RELATED TO OTHER USERS OR THIRD PARTIES.
11. LIMITATION ON LIABILITY
IN NO EVENT SHALL TUYA (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR BUSINESS INTERRUPTION, EVEN IF TUYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TUYA’S (AND ITS SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU HAVE PAID TUYA IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS TUYA FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, FINES, JUDGMENTS, PENALTIES AND AMOUNTS (INCLUDING REASONABLE ATTORNEY FEES) ARISING FROM OR RELATED TO: (I) BREACH BY YOU OF THESE TERMS AND CONDITIONS; (II) THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF YOURS, YOUR AGENTS, CONTRACTORS OR EMPLOYEES; (III) VIOLATION BY YOU, YOUR AGENTS, CONTRACTORS OR EMPLOYEES OF ANY APPLICABLE LAWS, RULE OR REGULATION; OR (IV) COMPLIANCE WITH OR RELIANCE ON ANY INSTRUCTIONS, DIRECTIONS, OR REQUEST BY YOU; PROVIDED, HOWEVER, THAT YOUR INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH WILL NOT APPLY TO THE PRORATED EXTENT THAT ANY CLAIM IS DIRECTLY AND PROXIMATELY CAUSED BY THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF TUYA, ITS SUPPLIERS, SUBSIDIARIES OR OTHER PROVIDERS.
13. THIRD PARTY SITES & ADS
The Platform might contain links to third party websites, Platforms, and advertisements for third parties (collectively, “Third-Party Sites & Ads”). Such Third-Party Sites & Ads are not under the control of TUYA and TUYA is not responsible for any Third-Party Sites & Ads. TUYA provides these Third-Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Sites & Ads. You use all Third-Party Sites & Ads at Your own risk. When You link to a Third-Party Site & Ad, the applicable third party’s terms and policies apply, including the Third-party’s privacy and data gathering practices. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Sites & Ads.
14. COPYRIGHT/TRADEMARK INFORMATION
All trademarks, logos and Platform marks (“Marks”) displayed on the Platform are TUYA property or the property of other third parties. You are not permitted to use these Marks without TUYA’s prior written consent or the consent of such third party which may own the Marks.
15. ELECTRONIC COMMUNICATIONS
You consent to receive communications from TUYA in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that TUYA provides to You electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect Your non-waivable rights.
ALL CLAIMS AND DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT ARE TO BE SETTLED BY BINDING ARBITRATION IN HARRIS COUNTY, IN THE STATE OF TEXAS. THE ARBITRATION SHALL BE CONDUCTED ON A CONFIDENTIAL BASIS PURSUANT TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY DECISION OR AWARD AS A RESULT OF ANY SUCH ARBITRATION PROCEEDING SHALL BE IN WRITING AND SHALL PROVIDE AN EXPLANATION FOR ALL CONCLUSIONS OF LAW AND FACT AND SHALL INCLUDE THE ASSESSMENT OF COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES. ANY SUCH ARBITRATION SHALL BE CONDUCTED BY AN ARBITRATOR EXPERIENCED IN MARKETPLACE PLATFORMS, DIGITAL PLATFORM OR SHARED ECONOMY TECHNOLOGY AND SHALL INCLUDE A WRITTEN RECORD OF THE ARBITRATION HEARING. THE PARTIES RESERVE THE RIGHT TO OBJECT TO ANY INDIVIDUAL WHO SHALL BE EMPLOYED BY OR AFFILIATED WITH A COMPETING ORGANIZATION OR ENTITY. AN AWARD OF ARBITRATION MAY BE CONFIRMED AND ENFORCED IN A COURT OF COMPETENT JURISDICTION.
EACH OF YOU AND TUYA AGREE TO ARBITRATE ANY DISPUTE (WHETHER CHARACTERIZED AS A CONSUMER, BUSINESS OR OTHER DISPUTE) ON AN INDIVIDUAL BASIS, AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION OF ANY TYPE WITH RESPECT TO THIS AGREEMENT AND THE PLATFORM.
- Parties to this agreement agree that they will not, under any circumstances, solicit or use the services of any party that they are first introduced to through Platform transactions or use for any similar function outside the Platform for a period of two years from the last interaction with that party on the Platform. Parties also agree that violation of this article warrants monetary compensation to TUYA in the amount of 35% of all monies paid to the solicited party by the soliciting party for the same two-year period stated above.
18. COMPLETE AGREEMENT
This Agreement constitutes the entire agreement between You and TUYA with reference to the subject matters herein, and may not be changed, waived, or modified except in writing signed by both You and TUYA. This Agreement, including any supplements to or revisions thereof, exclusively states Your rights and obligations and those of TUYA and supersedes all other oral or written agreements or understandings between them as to the subject matter hereof.
19. GOVERNING LAW
The Parties desire that the provisions of this Agreement will have precedence over any federal or state provisions governing or dealing with the specific provisions of this Agreement. To the extent no conflicts exist with this Agreement or federal law, the law of the State of Texas shall apply. The parties further agree the venue and jurisdiction of the state and/or federal courts of Harris County in the State of Texas are proper for the adjudication of any dispute arising hereunder.
Any term or provision of this Agreement that is held to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.