Last Updated September 13, 2024
This End User Agreement (“Agreement”) is entered into between Inex Technologies, LLC (“Inex”) and you, the end customer and user (“Customer”) of our Products (as defined below), whether in connection with a purchase of the Products or use of the Products for evaluation purposes as part of a trial.
By accepting this Agreement, whether by accessing or using the Products, signing an Inex sales quotation, executing a Purchase Order that references this Agreement, or providing another form of electronic acceptance, Customer agrees to be bound by its terms.
Inex reserves the right to modify or update the terms of this Agreement at its discretion. Any modifications or updates will become effective upon posting on Inex’s website or through other written notice to the Customer. Continued use of the Products following such notice constitutes acceptance of the modified or updated terms.
Inex and Customer hereby agree as follows.
1. DEFINITIONS
The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.
- “Customer Data” means all data provided by Customer to Inex by means of the Products. Customer Data does not include System Data.
- “Documentation” means Inex product technical data sheets, installation and operation manuals, API definitions and other product documentation provided by Inex to Customer.
- “Firmware” means the software developed and maintained by Inex that is stored on the Hardware and enables the functioning of the Hardware and its communication with the Hosted Software.
- “Hardware” means the Inex hardware products, including license plate recognition and driver face imaging cameras, access control units, and accessories.
- “Hosted Software” means Inex’s Software-as-a-Service system, currently known as “IZCloud,” and related infrastructure made available to Customer to manage and configure the Hardware.
- “License” has the meaning described to it in Section 2.1.
- “License Term” means the length of time indicated in the License SKU set forth on the applicable Purchase Order.
- “Reseller” means a third-party authorized by Inex reseller of the Inex Products, to whom Customer has delivered an ordering document for such Products.
- “Product Feature(s)” means a unique feature set within the Hosted Software that is identified by a particular Stock Keeping Unit (SKU) on a Purchase Order.
- “Products” means, collectively, the Inex Software, Hardware, Product Features, Documentation, and all modifications, updates, and upgrades thereto and derivative works thereof.
- “Purchase Order” means each order document submitted to Inex by a Reseller on behalf of Customer, or submitted to Inex by Customer, and accepted by Inex, indicating firm commitment to purchase the Products and for the prices set forth thereon.
- “Software” means Firmware and Hosted Software.
- “System Data” means configuration information, log and event data, Product performance data, and statistics regarding Customer’s use of the Products.
- “Users” means employees of Customer, or other third parties, each of whom are authorized by Customer to use the Products on Customer’s behalf.
2. LICENSE AND RESTRICTIONS
2.1. License to Customer. Subject to the terms of this Agreement, Inex grants Customer a royalty-free, nonexclusive, transferable worldwide right during each License Term to use the Software, subject to the terms of this Agreement (“License”). Customer must purchase one or more Licenses to use the Software for at least the number and type of Hardware units and/or Product Features that the Customer manages using the Software. Using the Software without a paid and active License is not permitted and constitutes a violation of this End User Agreement. If Customer purchases additional Licenses, either in connection with the purchase of additional Hardware units or renewal of Licenses for existing Hardware units, the overall License Term will be adjusted so that all Licenses will expire and terminate on the same date. If Customer does not maintain valid licensing, Inex will revoke the License granted to Customer and terminate Customer’s access to Customer Data, Product Features, and the Software.
2.2. License to Inex. During the License Term, Customer may transfer certain Customer Data to Inex while using the Products. Customer grants Inex a non-exclusive right and license to use, reproduce, modify, store, and process Customer Data solely to maintain the Products and provide them to Customer. Customer represents and warrants that it possesses the necessary rights and authority to grant Inex the rights set forth in this Section with respect to Customer Data. Inex does not own and shall not sell Customer Data. Solely for the purpose of enhancing algorithms or systems, Inex may generate anonymized data derived from Customer Data, ensuring that no personally identifiable information (PII) is included. Inex shall retain sole and exclusive ownership of all such anonymized data.
2.3. Restrictions. Customer will not: (i) use (or allow a third party to use) the Products for any competitive purposes (other than for routine product comparison purposes), including monitoring or testing their availability, security, performance, or functionality, in each case without Inex’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, tamper with the Hardware, or copy the Products or any of their components; or (iv) use the Products to conduct any fraudulent, malicious, or illegal activities or otherwise in contravention of any applicable federal, state or municipal laws or regulations (each of (i) through (iv), a “Prohibited Use”).
3. HARDWARE WARRANTY AND WARRANTY RETURNS
3.1. Hardware Warranty. Inex warrants that the Hardware will be free of significant defects in materials and workmanship that materially affect the performance or functionality of the Hardware for a period of 1 (one) year from the date of shipment to the location specified on the Purchase Order (the “Warranty Period”). For the purposes of this warranty, “significant defects” are defined as defects that cause the Hardware to fail to operate in accordance with the specifications set forth in the Documentation. Minor cosmetic defects, which do not affect the Hardware’s functionality or performance, are not covered under this warranty.
3.2. Extended Hardware Warranty. Customers may purchase an Extended Hardware Warranty from Inex or its authorized Reseller. If there is a lapse in Hardware Warranty coverage, Inex will price the Extended Warranty starting from the last date of the expired Hardware Warranty period.
3.3. Hardware Warranty Exclusions. The Hardware Warranty does not cover: (i) Damage caused by misuse, application of higher power voltage or wrong polarity than specified in Documentation, neglect, accident or physical abuse; (ii) Damage caused by a third-party product or service; (iii) Hardware that has been improperly installed or maintained; (iv) Hardware that has been modified or repaired without authorization from Inex; (v) Normal wear and tear; (vi) Damage caused by power surges, lightning strikes or other acts of nature.
3.4. Remedy for Breach of Hardware Warranty. Customer’s sole and exclusive remedy and Inex’s (and its suppliers’ and licensors’) sole and exclusive liability for a breach of the Hardware Warranty will be, in Inex’s sole discretion, to replace the non-conforming Hardware. Replacement may be made with a new or refurbished product or components. If the Hardware or a component within it is no longer available, then Inex may replace the Hardware unit with a similar product of similar function. Any Hardware unit that has been replaced under the Hardware Warranty will be covered by the terms of the Hardware Warranty for the longer of (a) 90 days from the date of the delivery, or (b) the remainder of the original Hardware Warranty period. Customer’s engaging in a Prohibited Use serves to void the Hardware Warranty.
3.5. Warranty Returns. To request a return under the Hardware Warranty, Customer must notify Inex or the Reseller within the Hardware Warranty period. To initiate a return directly to Inex, Customer must send a return request to Inex at Support@Inextechnologies.com and clearly state details on where and when Customer purchased the Hardware, the serial numbers of the applicable Hardware unit(s), Customer’s reason for returning the Hardware, and Customer’s name, mailing address, email address, and daytime phone number. Prior to returning, whenever possible, Customer should make the Product available for remote troubleshooting and perform troubleshooting on site. If approved, Inex will provide Customer with a Return Materials Authorization (“RMA”). Customer, at their own expense, must return the Hardware unit(s) listed in the RMA with all included accessories with the RMA within the 14 days following the day on which Inex issued the RMA.
3.6 Advanced Hardware Replacement. If a Customer urgently requires a replacement for a warranty-covered Product, Inex will ship a replacement Product within 2 business days, subject to availability, without awaiting the return of the potentially defective Product, subject to the following terms: Customer must contact Inex at Support@Inextechnologies.com to request an advanced replacement, providing purchase details, serial numbers, and issue description. Customer must return the defective Product within 14 days of receiving the replacement. If the defective unit is not returned within 14 days, Inex will invoice Customer for the replacement unit’s cost, payable within 30 days. Returned Products must include all original accessories and not be further damaged beyond the initial defect. By requesting an advanced replacement, Customer agrees to these terms and acknowledges financial liability for non-compliance.
3.7. Dispute Resolution for Warranty Coverage. If there is a dispute over whether a Hardware unit qualifies for a return under the Hardware Warranty, the following steps will be taken: (i) Initial Review: Inex will review the return request and provide a written explanation if the warranty claim is denied, including the specific reasons for the denial based on the terms of the Hardware Warranty. (ii) Customer Response: Customer has 14 days from the receipt of Inex’s denial to respond in writing, providing any additional information or clarification regarding the claim. (iii) Secondary Review: Upon receiving the Customer’s response, Inex will conduct a secondary review of the claim, considering any new information provided. This review will be conducted by an Inex senior support manager who was not involved in the initial review. (iv) Final Determination: Inex will provide a final written determination within 14 days of receiving the Customer’s response. If the warranty claim is still denied, Inex will include a detailed explanation and, if applicable, suggest alternative solutions or repairs outside of warranty coverage.
3.8. Replacement of Out-of-Warranty Products at Discounted Price. If a Hardware unit is no longer covered under the Hardware Warranty or an Extended Hardware Warranty, Customer may be eligible to purchase a replacement unit at a discounted price. The following steps outline the process for obtaining a replacement for out-of-warranty products: (i) Request for Replacement: Customer must contact Inex at Support@Inextechnologies.com or through their Reseller to request a replacement for an out-of-warranty product. The request must include details of the original purchase, the serial numbers of the applicable Hardware unit(s), and a brief description of the issues encountered. (ii) Evaluation and Offer: Inex will evaluate the request and, if approved, provide a quotation for the replacement unit(s) at a discounted price. The discount will be determined based on the age and condition of the original Hardware unit, as well as any applicable promotions. (iii) Acceptance and Payment: Customer must accept the quotation and make the necessary payment for the replacement unit(s) within 30 days of receiving the quotation. Inex or the Reseller will provide instructions for completing the payment process.
4. INEX OBLIGATIONS
4.1. General. Inex is responsible for providing the Products in conformance with this Agreement, the Purchase Order(s), and applicable Documentation.
4.2. Provision of Hosted Services. Inex will (i) maintain and operate the Hosted Services via the Inex cloud website in accordance with industry standards, (ii) make the Hosted Services and Customer Data available to Customer and (iii) schedule maintenance, upgrades and required repairs in a manner and at a time that will reasonably minimize disruption to Customer’s use of the Hosted Services.
4.3. Service Level. Inex will use commercially reasonable efforts to make the Hosted Service available 99.9% or more of the time during any calendar month. Subject to the exclusions set forth below, an outage will be defined as any time when the Hosted Services are not available due to a cause within the control of Inex. The availability standard does not apply to any feature of the Hosted Services that Inex identifies as a “beta” feature or service. Inex does not include in its calculation of downtime any time the Hosted Service is not provided due to: (i) Planned maintenance windows where notice of planned unavailability has been given; (ii) Force Majeure Events; (iii) Actions or inactions on Customer’s part; (iv) Events arising from Customer’s systems or any Customer websites; (v) ISP or Internet outages outside of Inex’s control; or (vi) Outages reasonably deemed necessary by Inex. A Service Credit, calculated as a certain number of days added at the end of the paid subscription period, is the Inex’s sole and exclusive remedy for any outage of the Hosted Service. Service Credits are non-transferable. To receive a Service Credit, Customer must contact Inex in writing within 30 days following the outage and demonstrate to Inex’s reasonable satisfaction that Customer’s use of the Hosted Service was adversely affected as a result of the outage. The Service Credits increase is based on the amount of aggregate outage as (i) Less than 99.9% Hosted Service availability – 3 days of Service Credit; (ii) Less than 99% – 7 days; (iii) Less than 95% – 15 days; (iv) Less than 90% – 30 days.
4.4. Support. If Customer experiences any errors, bugs, or other issues in its use of the Products, then Inex will provide Support to resolve the issue or provide a suitable workaround. The fee for Support is included in the cost of the License. As part of a Support case, Customer may grant access, in its sole discretion, to a member of Inex’s Support team through functionality provided in the Hosted Software for a length of time determined by Customer. For Products purchased via an authorized Reseller, the Reseller will deliver first level support to Customers, which shall include all direct Customer interaction, problem identification, problem replication and providing solutions to Customer problems which have been documented in either the Customer materials or in information provided to Reseller by Inex regarding common or known problems. Inex will provide the Reseller second level and all escalated support functions for Customer problems not resolvable by first level support. Inex will report status and resolution on second level and escalated issues to Reseller’s first level support organization.
4.5. Maintenance. Inex will use commercially reasonable efforts to maintain the Products and implement updates, upgrades, and fixes as necessary to meet its obligations under this Agreement.
5. CUSTOMER OBLIGATIONS
5.1. Payment; Compliance. Customer is responsible for paying for the Products pursuant to Inex or Reseller’s invoice(s). In the event Customer is delinquent on fees, Inex may pursue payment directly from Customer if Reseller is unable to or chooses not to pursue such fees itself. Customer will use the Products only in accordance with the Documentation and in compliance with all applicable laws, including procurement and maintenance of any applicable licenses and permits. Customer will ensure that none of the Products are directly or indirectly exported, re-exported, or used to provide services in violation of the export laws and regulations of the United States or any other country. If Customer operates in a regulated industry, Customer represents that it has obtained all necessary local and state licenses and/or permits necessary to operate its business and is in compliance (and will use its best efforts to remain in compliance) with all local, state, and (if applicable) federal regulations regarding the conduct of its business. Inex reserves the right to suspend use of any Products operating in violation of the obligations of this Section, following written notice to Customer.
5.2. Account Administration. Customer is responsible for identifying one or more individuals within Customer’s organization who will act as administrator(s) of Customer’s account. Such person(s) will be responsible for, among other things, monitoring and managing access privileges of other Users. Customer is also responsible for verifying, including ensuring that any third-party installer verify, that all Hardware Products purchased are properly claimed into Customer’s account within the Hosted Software prior to installation, as more fully set forth in the Documentation.
6. TERM AND TERMINATION
6.1. Term. The term of this Agreement will commence on the Effective Date and will continue for so long as Customer maintains any active Licenses.
6.2. Termination for Cause. Either party may terminate this Agreement, and Inex may suspend Customer’s access to the Hosted Software, for cause (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. For purposes of clarity, a material breach of the Agreement includes Customer’s failure to purchase and/or maintain a sufficient number of Licenses, as required by Section 2.1.
6.3. Effect of Termination. The following provisions will survive any expiration or termination of the Agreement: Sections 5.1, 7, 9, 10, 11, and 12, and any other provisions that, by their nature, would reasonably be considered intended to survive.
6.4. Customer Data Portability; Transition Services. Upon request from Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, Inex will make Customer Data available to Customer for export or download in commonly used format in accordance with the Documentation. After that thirty- (30-) day period, Inex will have no obligation to maintain or provide Customer Data, and Customer may thereafter no longer have access thereto. Notwithstanding the foregoing, Inex will permit one User read-only access to Customer Data in industry standard format for ninety (90) days after the effective date of termination or expiration of this Agreement for an additional fee of $100 per User per month if Customer uses the Services to opt into such access prior to such expiration or termination. Inex will automatically invoice Customer for any such access in accordance with the terms of this Agreement without the requirement of a new Product Order Form. The parties may agree to additional transition services to be provided after the effective date of termination or expiration of this Agreement pursuant to an applicable Product Order Form.
7. CONFIDENTIALITY
7.1. Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (“Disclosing Party”) to the other party (“Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Inex’s Confidential Information includes the Products and any information conveyed to Customer in connection with Support. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information which is: (i) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
7.2. Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by any of its Representatives.
8. DATA PROTECTION
8.1. Data Protection. Inex will maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Inex personnel, except (a) to provide Services and prevent or address service or technical problems, (b) as compelled by law or (c) as Customer expressly permits in writing.
9. OWNERSHIP
9.1. Inex Property. Inex owns and retains all rights, title, and interest in and to the Software, the System Data, and all intellectual property embodied in the Hardware and accessories. Except for the limited license granted to Customer in Section 2.1, Inex does not by means of this Agreement or otherwise transfer any rights in the Products to Customer, and Customer will take no action inconsistent with Inex’s intellectual property rights in the Products.
9.2. Customer Property. Customer owns and retains all rights, title, and interest in and to the Customer Data and does not by means this Agreement or otherwise transfer any rights in the Customer Data to Inex, except for the limited license set forth in Section 2.2.
10. INDEMNIFICATION
10.1. Indemnification by Inex. Inex will indemnify, defend, and hold Customer, its affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees”) harmless from and against any claim, action, demand, suit or proceeding (each, a “Claim”), and the attorneys’ fees and court and investigative costs of Customer Indemnitees, made or brought by a third party against any of the Customer Indemnitees alleging that Customer’s use of the Products infringes or misappropriates any patent, trademark, copyright, or any other intellectual property of such third party. Inex will pay any damages finally awarded against any Customer Indemnitees by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Customer (i) gives Inex prompt written notice of the Claim, (ii) gives Inex sole control of the defense and settlement of the Claim (provided that Inex may not settle any Claim without the Customer Indemnitee’s written consent, which will not be unreasonably withheld), and (iii) provides to Inex all reasonable assistance, at Inex’s request and expense. If Customer’s right to use the Products hereunder is, or in Inex’s opinion is likely to be, enjoined as the result of a Claim, then Inex may, at Inex’s sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products. Inex will have no indemnification obligations under this Section to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Inex; (c) the combination of the Products with any other software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. This Section 10.1 sets forth Inex’s sole and exclusive liability, and Customer’s exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.
10.2. Indemnification by Customer. Customer will indemnify, defend, and hold harmless Inex, its affiliates, and their respective owners, directors, members, officers, and employees (together, the “Inex Indemnitees”) from and against any Claim, and the attorneys’ fees and court and investigative costs of Inex Indemnitees, related to Customer or its Users engaging in a Prohibited Use. Customer will pay any settlement of and any damages finally awarded against any Inex Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Inex (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Inex’s prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.
11. LIMITATIONS OF LIABILITY
11.1. Disclaimer. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT, INEX MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE PRODUCTS, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, INCLUDING UPDATES OR SUPPORT. WITHOUT LIMITING THE FOREGOING, INEX HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. INEX DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
11.2. No Consequential Damages. NEITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
11.3. Direct Damages Cap. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS AND UNCAPPED CLAIMS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE USE OF THE PRODUCTS UNDER THIS AGREEMENT DURING THE 24-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT’S SOLE AND EXCLUSIVE REMEDY.
11.4. Excluded Claims Cap. “Excluded Claims“ means any claim and/or liability associated with: (a) both party’s indemnification obligations in Section 10; (b) breach by Inex of Section 8 (Data Protection), or other data privacy and security obligations. Each party’s total, cumulative liability for all Excluded Claims will not exceed two (2) times the total amount paid or payable by Customer for use of the Products under this Agreement during the Term.
11.5. Uncapped Claims. “Uncapped Claims“ means any claim or liability associated with: (a) Customer’s breach of Section 2 (License to Customer Data), Section 5.1 (Compliance), and Section 5 (Customer Obligations) (if applicable); (b) either Party’s breach of confidentiality (but not relating to any liability associated with Inex’s security obligations with respect to Customer Data which remains subject to the Excluded Claims cap); or (c) any liability of a Party which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct. Each Party’s total, cumulative liability for all Uncapped Claims will not be limited by the monetary caps set forth in Sections 11.3 and 11.4 and will be determined in accordance with applicable law.
12. GENERAL PROVISIONS
12.1. Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by registered or certified mail return receipt requested, or (c) sent by overnight courier hereto or at such other address as a Party may provide by written notice to the other Party from time to time. Notices shall be considered to have been given at the time of actual delivery in person, five business days after posting if by mail, one business day if by overnight courier service. The address for the notices is: Inex Technologies LLC., 155 Willowbrook Blvd., Suite 130, Wayne, NJ 07470.
12.2. Governing Law; Venue; Attorneys’ Fees. Except for any equitable relief, any dispute, controversy or claim arising out of or in relation to the Agreement, including the validity, invalidity, breach or termination, will be resolved by arbitration in New Jersey under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The tribunal will consist of a single arbitrator to be chosen under the AAA rules. The language of the arbitration will be English. The award will be final and binding on the Parties and will also include legal fees, costs of arbitration and all related matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The Agreement is governed by the laws of the State of New Jersey, without regard to its choice of law provisions. The courts of New Jersey shall have exclusive jurisdiction over any litigation. In the event of any litigation, arbitration or any judicial proceeding arising as a result of the breach of the Agreement, the party prevailing in such litigation or judicial proceeding will be entitled to collect the costs and expenses of bringing or defending such litigation or proceeding, including reasonable attorneys’ fees, from the Party not prevailing.
12.3. Force Majeure. Inex will not be liable to Customer for any failure or delay in the performance of on-monetary obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, pandemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the fact (a “Force Majeure Event”).
12.4. Publicity. Inex and Customer agree to submit to the other party all advertising, sales promotion, press releases and other publicity matters relating to the Inex Product furnished Inex under this Agreement wherein the names or marks are mentioned, or language from which the connection of said names or marks therewith may be inferred or implied; and each party further agrees not to publish or use such advertising, sales promotion, press releases, or publicity matters without the other party prior written approval.