Standard Terms of Sale and Service and End User Agreement

Effective Date: August 3, 2026.

This document consists of two parts. Part I – Standard Terms of Sale and Service (the “Standard Terms”) is an agreement between Inex Technologies, LLC (“Inex”) and the person or entity purchasing Products or Services directly from Inex (“Buyer”). Part II – End User Agreement (the “End User Agreement”) is an agreement between Inex and the end customer and user of the Products (“Customer”). Buyer and Customer may be the same person or entity.

Commercial Transactions. These terms are intended solely for transactions in which Buyer and Customer acquire the Products and Services for commercial, governmental, institutional, or other business purposes, and not primarily for personal, family, or household use.

PART I applies to quotations issued and Orders accepted by Inex, except to the extent the applicable transaction is governed by a separate written agreement expressly covering that transaction and either signed by authorized representatives of Inex and Buyer or expressly accepted in writing by an authorized officer of Inex (a “Separate Agreement”).

PART II governs Customer’s access to and use of the Products, except to the extent a Separate Agreement governing that access or use has been signed or expressly accepted in writing by an authorized officer of Inex.

If a Separate Agreement conflicts with this document, the Separate Agreement controls only to the extent of the conflict. A purchase order, procurement portal, vendor-registration form, acknowledgment, or other Buyer- or Customer-issued document is not a Separate Agreement and will not modify this document unless Inex expressly accepts the applicable provision in a writing signed by an authorized officer of Inex.

Sections 24, 25, and 28 through 33 are common provisions that apply to both Part I and Part II and bind Inex, Buyer, and Customer as relevant to the applicable relationship. Section 27 applies to Buyer and Customer as expressly stated in that Section.

The version of this document identified in the applicable quotation, order acknowledgment, activation screen, or other acceptance record governs the applicable Order and use of the Products. Later revisions will not retroactively modify an accepted Order unless the affected parties agree otherwise in writing. Updated terms apply to future Orders, additional purchases, or subsequent Software license or Hosted Service terms or renewals only when the updated version is referenced in an applicable transaction document or affirmatively accepted electronically.

PART I – STANDARD TERMS OF SALE AND SERVICE

1. DEFINITIONS

1.1 “Buyer” means the person or entity purchasing Products or Services directly from Inex and responsible for payment under the applicable quotation, purchase order, order acknowledgment, statement of work, or invoice. Buyer may be an end user, reseller, distributor, integrator, installer, contractor, or other purchaser.

1.2 “Business Day” means Monday through Friday, excluding United States federal holidays.

1.3 “Customer” means the end customer and user of the Products. Buyer and Customer may be the same person or entity.

1.4 “Documentation” means Inex product data sheets, installation and operation manuals, API definitions, technical specifications, and other product documentation provided by Inex.

1.5 “Hardware” means Inex hardware products, including license plate recognition cameras, vehicle and driver imaging cameras, access control units, processors, illuminators, mounting equipment, and accessories.

1.6 “Order” means an order for Products or Services accepted by Inex through a written order acknowledgment or other written confirmation, shipment, activation, or commencement of performance.

1.7 “Products” means, collectively, the Hardware, Software, Hosted Services, Product Features, Documentation, and related updates, upgrades, replacements, and modifications, in each case to the extent made available by Inex.

1.8 “Services” means installation, configuration, setup, integration, engineering, training, support, maintenance, professional services, and other services identified in an Inex quotation or statement of work. Hosted Services are governed by Part II in addition to any applicable commercial terms in Part I.

1.9 “Software” means Inex firmware, on-premise software, cloud software, mobile applications, APIs, and related software components.

2. APPLICABLE TERMS AND ORDER ACCEPTANCE

2.1 Each Order is governed by the following documents, in descending order of precedence:

(a) any Separate Agreement expressly governing the applicable transaction;

(b) the applicable Inex quotation or statement of work, including any expressly stated deviations from these Standard Terms;

(d) Part II of this document, as applicable to Customer’s access to and use of the Products.

Notwithstanding the foregoing order of precedence, delivery dates and lead times are governed by Section 9.1.

2.2 Buyer accepts the applicable Inex quotation and Part I by:

(a) signing the quotation;

(b) submitting a purchase order that references or is clearly issued in response to the quotation;

(d) accepting delivery of Products; or

(e) making payment against an invoice issued pursuant to the quotation or Order.

2.3 Buyer’s submission of a purchase order that references or is clearly issued in response to an Inex quotation constitutes acceptance of that quotation and Part I even if Buyer does not sign the quotation.

2.4 Any additional or conflicting terms contained in Buyer’s purchase order, procurement portal, vendor-registration documents, acknowledgment, or other Buyer document are expressly rejected and will not apply. Inex’s acceptance of an Order is expressly conditioned upon Buyer’s assent to the applicable Inex quotation and Part I. No additional or conflicting Buyer term will apply unless expressly accepted in a writing signed by an authorized officer of Inex.

2.5 A purchase order is not binding on Inex unless and until accepted by Inex through a written order acknowledgment or other written confirmation, shipment, activation, or commencement of performance.

2.6 If Buyer is not the Customer, Buyer will use commercially reasonable measures to provide Part II to Customer before delivery, activation, or use of the Products and to obtain Customer’s acceptance before Customer accesses or uses the Products. Inex may require Customer to accept Part II directly through an activation, account-creation, or other electronic acceptance process. Buyer is not authorized to accept Part II on Customer’s behalf unless Buyer has actual authority to bind Customer. Buyer will not make any representation, warranty, commitment, or modification on behalf of Inex. Buyer remains responsible for payment to Inex regardless of whether Buyer collects payment from Customer.

3. QUOTATIONS, PRICING, TAXES, AND ERRORS

3.1 A quotation is valid through the expiration date stated on the quotation. If no expiration date is stated, the quotation is valid for thirty days from its date.

3.2 Inex may revise or withdraw a quotation at any time before accepting Buyer’s Order.

3.3 All prices are net and stated in United States dollars unless expressly stated otherwise.

3.4 Unless expressly included in the quotation, prices exclude shipping, freight, insurance, installation, travel, lodging, permits, inspections, and tariffs, duties, customs charges, brokerage charges, taxes, and other governmental or third-party charges imposed directly on the sale, export, import, shipment, or delivery of Products under the Order. Extraordinary increases in Inex’s procurement, manufacturing, or import costs are governed by Section 4. Inex may add a reasonable handling charge to cover order processing, packaging, preparation, documentation, coordination, and related administrative or logistical costs. The handling charge may be shown separately on the applicable quotation, order acknowledgment, or invoice.

3.5 Prices exclude applicable sales, use, excise, value-added, and similar taxes unless expressly stated otherwise. Buyer claiming a tax exemption must provide a valid exemption certificate before invoicing. Payments must be made without deduction or withholding except as required by law. If Buyer is required to withhold an amount, Buyer will provide appropriate tax documentation and, except for taxes based on Inex’s net income, will pay any additional amount necessary so that Inex receives the amount it would have received without the withholding, unless a Separate Agreement provides otherwise.

3.6 Inex may correct an obvious typographical, mathematical, pricing, specification, configuration, or clerical error in a quotation or order acknowledgment by promptly notifying Buyer. If the correction materially changes the price or scope, Buyer may cancel the affected undelivered or unperformed portion of the Order and receive a refund of any advance payment attributable to that portion. Buyer remains responsible for Products already delivered and Services already performed. Inex will not charge Buyer for noncancelable commitments resulting solely from an Inex error unless Buyer knew or reasonably should have known of the error before Inex accepted the Order.

4. EXTRAORDINARY COST CHANGES

4.1 Prices stated in an accepted quotation are fixed, except as expressly provided in this Section.

4.2 If, after Inex accepts an Order, any of the following materially increases Inex’s cost of procuring, manufacturing, importing, or delivering Products not yet shipped:

(a) a new or materially increased tariff, duty, customs charge, governmental assessment, trade restriction, quota, sanction, or similar governmental measure; or

(b) an extraordinary component shortage, supplier allocation, discontinuation, or market disruption that makes a required component unavailable at commercially reasonable prices,

Inex may propose an equitable adjustment to the price, delivery schedule, Product configuration, or other affected commercial terms.

4.3 Inex will provide Buyer written notice describing the event and the proposed adjustment. If Buyer does not accept the adjustment within ten Business Days after notice, either party may cancel the affected undelivered portion of the Order.

4.4 Buyer remains responsible for Products already shipped, Services already performed, custom or configured Products, and noncancelable supplier or third-party commitments reasonably incurred specifically for the Order. If the affected portion is canceled and Buyer is not in breach, Inex will refund any advance payment attributable to canceled Products not delivered, less those amounts.

4.5 Renewal pricing for Software licenses, Hosted Services, support subscriptions, and other recurring Services is governed by Section 5.2.

5. PAYMENT, INVOICING, SUBSCRIPTIONS, AND ADEQUATE ASSURANCE

5.1 Unless otherwise stated in the quotation:

(a) Hardware is invoiced upon shipment;

(b) Software licenses, Hosted Service subscriptions, support subscriptions, and other recurring Services are billed annually in advance, unless a different billing period is stated, and are collected either by invoice or by automatic charge to an authorized credit card or other payment method, as specified in the applicable quotation, order acknowledgment, payment authorization, account settings, or renewal notice;

(c) one-time setup, configuration, implementation, and activation fees are invoiced when the associated Hardware ships or when Inex begins the applicable work, whichever occurs first;

(d) professional Services are invoiced as performed or upon completion of the applicable milestone; and

(e) shipping, handling, insurance, customs, brokerage, duties, taxes, travel, and other reimbursable charges may be invoiced in advance based on a reasonable estimate. Inex may subsequently reconcile the estimate to the actual charges incurred and invoice Buyer for any deficiency or issue a credit for any excess.

5.2 Subscription Term; Automatic Renewal; Renewal Pricing. The commencement date and initial term of each recurring Software license, Hosted Service subscription, support subscription, or other recurring Service will be stated in the applicable quotation or order acknowledgment. If no commencement date is stated, the initial term begins when Inex first makes the applicable Software, Hosted Service, or recurring Service available to Customer.

IMPORTANT AUTOMATIC RENEWAL DISCLOSURE: UNLESS THE APPLICABLE QUOTATION, ORDER ACKNOWLEDGMENT, OR SEPARATE AGREEMENT EXPRESSLY STATES THAT A RECURRING LICENSE, SUBSCRIPTION, OR SERVICE DOES NOT AUTOMATICALLY RENEW, IT WILL AUTOMATICALLY RENEW AT THE END OF THE INITIAL TERM AND EACH RENEWAL TERM FOR SUCCESSIVE ONE-YEAR TERMS. BUYER, OR CUSTOMER WHEN CUSTOMER IS THE SUBSCRIBING PARTY, MAY PREVENT RENEWAL BY GIVING INEX WRITTEN NOTICE OF NONRENEWAL AT LEAST THIRTY DAYS BEFORE THE END OF THE THEN-CURRENT TERM. INEX MAY ALSO ELECT NOT TO RENEW BY PROVIDING AT LEAST THIRTY DAYS’ NOTICE.

A nonrenewal notice may be delivered by replying to an Inex renewal notice or by email to the Inex sales, billing, or account contact identified in the applicable quotation, invoice, account record, or renewal notice. Nonrenewal takes effect at the end of the then-current paid term. Fees for a committed term are noncancelable and nonrefundable except as expressly stated in a quotation or Separate Agreement or as required by applicable law.

Inex may apply a reasonable price adjustment for a renewal term, effective only at the start of that renewal term, by providing at least thirty days’ advance written or electronic notice of the actual renewal fee, or any longer period required by applicable law. The notice will identify the renewal date, renewal term, renewal fee, and available method to prevent renewal or cancel. Notwithstanding the ordinary nonrenewal deadline above, if Inex increases the renewal price, the subscribing party may reject the adjusted price and prevent renewal by giving written notice at any time before the renewal date. If Inex does not timely provide notice of a price adjustment, the existing recurring fee will continue for the renewal term unless the subscribing party affirmatively accepts the adjusted fee or applicable law permits otherwise.

Inex will provide any additional reminder, disclosure, consent, cancellation mechanism, timing, or refund right required by applicable law. If applicable law requires affirmative consent to renewal, permits cancellation on shorter notice, or otherwise conflicts with this Section, applicable law controls to the extent of the conflict.

5.3 Payment Method; Recurring Card Authorization. Automatic charging applies only when Buyer or Customer, as applicable, has authorized recurring charges in a signed quotation, payment authorization, online checkout, customer portal, account setting, or other record capable of being retained. The subscribing party authorizes Inex and its payment processor to charge the authorized credit card or other payment method for the initial subscription fee and, unless timely nonrenewal notice is given, each annual renewal fee, together with applicable taxes and any price adjustment disclosed in accordance with Section 5.2.

For automatically charged subscriptions, Inex will provide an electronic invoice, receipt, or other charge confirmation. The subscribing party is responsible for maintaining accurate billing information and a valid authorized payment method. If an automatic charge is declined or cannot be completed, Inex may issue an invoice for the amount due, and the payment obligation remains in effect.

Revoking or replacing a payment authorization, disputing a card charge, or allowing a payment method to expire does not by itself cancel or prevent renewal of a subscription. Nonrenewal must be exercised in accordance with Section 5.2, except as otherwise required by applicable law. Nothing in this Section limits any right to dispute an unauthorized or erroneous charge under applicable law.

5.4 Unless otherwise stated in the quotation, amounts billed by invoice are due net thirty days from the invoice date. Amounts authorized for automatic payment are due and may be charged on the subscription commencement date, renewal date, or other billing date stated in the applicable quotation, order acknowledgment, payment authorization, account setting, invoice, or renewal notice.

5.5 Buyer must notify Inex in writing of a good-faith invoice or charge dispute within ten Business Days after receipt of the applicable invoice, receipt, or charge confirmation, describe the basis of the dispute in reasonable detail, and timely pay all undisputed amounts. Buyer may not withhold, deduct, recoup, or offset amounts due because of an unrelated claim.

5.6 Balances remaining unpaid after the payment due date are subject to a late charge of one percent per month or the maximum rate permitted by law, whichever is lower.

5.7 If Buyer fails to make a payment when due, Inex may, after written notice, withhold shipment, suspend performance, suspend the affected Software or Hosted Services, or require advance payment. Inex may act without further notice where repeated delinquency, fraud, insolvency, security risk, or unlawful use reasonably requires immediate action.

5.8 If Inex has reasonable grounds for insecurity regarding Buyer’s performance or ability to pay, Inex may demand adequate assurance in writing and, if commercially reasonable, suspend affected performance pending receipt of that assurance. Failure to provide adequate assurance within the reasonable period stated in the demand, not exceeding thirty days, constitutes a repudiation of the affected Order.

5.9 Buyer is responsible for reasonable collection costs incurred by Inex in collecting overdue amounts, including attorneys’ fees, court costs, and collection agency fees.

6. BUYER CANCELLATIONS AND ORDER CHANGES

6.1 Accepted Orders are firm and noncancelable unless Inex authorizes cancellation in writing.

6.2 Buyer may not cancel, reduce, reschedule, defer, or change an accepted Order without Inex’s prior written authorization. Buyer’s payment of a cancellation charge does not create an independent right to cancel an Order.

6.3 Cancellation Charge. If Inex authorizes cancellation of all or part of an accepted Order before shipment, Buyer will pay a cancellation charge equal to twenty-five percent (25%) of the quoted price of the canceled Hardware.

The parties acknowledge that cancellation may cause Inex to incur procurement, planning, order-processing, inventory-allocation, configuration, administrative, and other costs that may be difficult to determine precisely when an Order is accepted. The parties agree that the cancellation charge is a reasonable estimate of Inex’s anticipated loss and is not a penalty.

6.4 Additional Amounts. In addition to the cancellation charge, Buyer remains responsible for:

(a) Services and work already completed;

(b) Products already manufactured, configured, activated, licensed, shipped, or purchased specifically for Buyer and not reasonably reusable or resalable;

(d) noncancelable supplier or third-party commitments;

(e) reasonable storage, refurbishment, return-shipping, and transportation charges; and

(f) other reasonable, documented costs resulting from the cancellation or change.

Inex will not recover the same loss twice. Any amount recovered under this Section will be reduced by amounts Inex reasonably mitigates or recovers through resale or other use. The cancellation charge under Section 6.3 will be credited against amounts recoverable under this Section 6.4, and the total amount payable as a result of cancellation will not exceed Inex’s reasonable anticipated or actual loss resulting from the cancellation.

6.5 Custom, configured, licensed, activated, discontinued, and special-order Products are noncancelable and nonreturnable unless Inex agrees otherwise in writing.

7. INEX SUSPENSION AND CANCELLATION RIGHTS

7.1 Inex may suspend performance, withhold shipment, or cancel the affected undelivered or unperformed portion of an Order if:

(a) Buyer fails to make a required payment and does not cure after any notice required under Section 5;

(b) Buyer materially breaches or repudiates the Order or this document;

(d) manufacture, import, export, sale, licensing, or delivery becomes unlawful, prohibited, or materially restricted;

(e) a required Product or component is discontinued, unavailable, or subject to allocation;

(f) a supplier is unable or unwilling to provide a required Product or component despite Inex’s commercially reasonable efforts;

(g) Buyer does not accept a proposed price adjustment under Section 4;

(h) Buyer fails to provide required information, approvals, payment, access, site readiness, or cooperation; or

(i) the quotation or Order contains an obvious and material pricing, specification, configuration, or clerical error.

7.2 Inex will provide prompt written notice of cancellation when reasonably practicable. When cancellation is not caused by Buyer’s breach, Inex will refund any advance payment attributable to canceled Products not delivered or Services not performed, less amounts attributable to Products already delivered, Services already performed, custom work completed, and noncancelable third-party commitments reasonably incurred specifically for Buyer’s Order and not reasonably mitigated.

7.3 Except where prohibited by law, the refund described in Section 7.2 will be Buyer’s exclusive remedy arising from cancellation by Inex under this Section. Inex will not be liable for cover costs, replacement procurement costs, loss of use, lost profits, or incidental, special, indirect, exemplary, punitive, or consequential damages arising from such cancellation.

8. SHIPPING, TITLE, AND RISK OF LOSS

8.1 Shipping Terms. Unless otherwise stated in the quotation:

(a) domestic shipments are shipment contracts originating at Inex Technologies, LLC, 155 Willowbrook Blvd., Suite 130, Wayne, New Jersey 07470, USA; and
(b) international shipments are FCA Inex Technologies, LLC, 155 Willowbrook Blvd., Suite 130, Wayne, New Jersey 07470, USA, Incoterms® 2020.

8.2 Shipping and Handling Charges. Shipping and handling charges are not included in quoted Product prices unless expressly stated otherwise.

Buyer is responsible for:
(a) the actual charges assessed by UPS, FedEx, DHL, USPS, or another carrier in connection with the shipment; and
(b) a reasonable Inex handling charge for packaging materials, packing, labeling, preparation of shipping or customs documentation, shipment processing, and arranging carrier pickup.

The Inex handling charge is separate from and in addition to the carrier’s charges.

Inex may invoice shipping and handling charges based on the amount reasonably estimated before shipment or before the carrier’s final charges are available.

After the final carrier charges and actual shipment details are known:
(a) if the final shipping and handling charges exceed the amount previously invoiced, Inex may issue an additional invoice for the difference; and
(b) if the final shipping and handling charges are less than the amount previously invoiced, Inex will issue a credit for the difference.

Final shipping and handling charges consist of the carrier’s actual charges plus the Inex handling charge applicable to the actual shipment. Any additional invoice issued under this Section is payable under the payment terms applicable to the original invoice.

8.3 Carrier and Shipping Method. Inex may select the carrier and shipping method unless Buyer provides written shipping instructions accepted by Inex before shipment. “Carrier” includes UPS, FedEx, DHL, USPS, and any other parcel, courier, postal, or transportation provider. Inex may prepare the shipping label, use its carrier account, arrange pickup, and prepay carrier charges for billing to Buyer. These activities do not change the delivery point or transfer of risk under Section 8.4.

8.4 Delivery, Title, and Risk of Loss. Except as provided in Section 9.5, Inex’s delivery obligation is completed, and title to and risk of loss of or damage to Hardware pass to Buyer when the shipment is accepted and collected by the carrier at Inex Technologies, LLC, 155 Willowbrook Blvd., Suite 130, Wayne, New Jersey 07470, USA. For an international shipment governed by FCA Incoterms® 2020, delivery occurs when the shipment is loaded onto the collecting carrier’s vehicle at that location or otherwise collected from Inex’s Wayne, New Jersey location. Title and risk pass at that time regardless of whether Inex selected the carrier, used its carrier account, prepaid the carrier charges, or invoiced estimated shipping and handling charges.

8.5 Transit Insurance and Carrier Claims. Buyer is responsible for transit insurance and bears the risk of carrier delay, loss, theft, or damage after risk passes under Section 8.4. Buyer must promptly inspect shipments and preserve packaging and other evidence needed for a carrier claim. Inex will provide reasonable assistance with a carrier claim and may file the claim when required by the carrier’s procedures. Such assistance does not shift risk of loss back to Inex or make Inex responsible for payment of the carrier claim.

9. DELIVERY

9.1 Delivery dates and lead times are as stated in the applicable quotation or order acknowledgment. Any stated dates or lead times are estimates and are not guaranteed unless expressly stated otherwise in a Separate Agreement.

9.2 Lead times begin only after Inex has received:

(a) an acceptable purchase order;

(b) any required deposit or advance payment;

(d) all required approvals.

9.3 Inex may make partial shipments and invoice each shipment separately.

9.4 Buyer-requested changes or Buyer-caused delays may result in revised delivery dates, adjusted pricing, storage charges, and other reasonable costs.

9.5 If Buyer delays shipment after Products are ready, Inex may, after reasonable notice, invoice the Products, identify them to the Order, and place them in storage at Buyer’s expense. The Products will be deemed delivered for payment purposes, and risk of loss will pass to Buyer when the identified Products are placed in storage.

10. INSPECTION AND ACCEPTANCE

10.1 Buyer must notify Inex in writing of visible shortage or shipping damage within three Business Days after delivery and of any other material nonconformity reasonably discoverable by inspection within ten Business Days after delivery.

10.2 The notice must identify the affected Products and describe each claimed issue in reasonable detail. Buyer must preserve packaging and other evidence reasonably required for a carrier or warranty claim.

10.3 Hardware will be deemed accepted if Buyer or Customer:

(a) does not provide timely written notice;

(b) installs or configures the Hardware beyond what is reasonably necessary for inspection and testing;

(d) resells the Hardware; or

(e) transfers the Hardware to another party.

10.4 Deemed acceptance does not apply to latent defects that could not reasonably have been discovered during the inspection period and does not affect Customer’s rights under the Hardware Warranty in Part II.

10.5 Any site acceptance test, commissioning requirement, or performance milestone applies only when expressly stated in the quotation, statement of work, or Separate Agreement.

11. NON-WARRANTY RETURNS

11.1 All sales are final unless Inex authorizes a return in writing.

11.2 No Product may be returned without prior written authorization and a valid Inex Return Materials Authorization (“RMA”).

11.3 Approved non-warranty returns are subject to a restocking charge equal to twenty-five percent (25%) of the purchase price of the returned Hardware, plus return-shipping costs, refurbishment charges, and deductions for missing, used, damaged, altered, or incomplete items. Inex may reduce or waive the restocking charge in writing at its discretion.

11.4 Custom, configured, licensed, activated, discontinued, and special-order Products are nonreturnable.

11.5 Warranty claims and warranty returns are governed by Part II.

12. DEMO AND EVALUATION EQUIPMENT

12.1 Applicability. This Section applies to Hardware identified in an Inex quotation or Order as demonstration, evaluation, or trial equipment (“Evaluation Equipment”). The applicable quotation may specify different or additional terms, including the Evaluation Period, permitted use, and purchase price.

If Buyer permits a Customer or other person to possess or use Evaluation Equipment, Buyer remains responsible for the Evaluation Equipment and will ensure that such person complies with this Section.

12.2 Evaluation Period. Unless otherwise stated in the applicable quotation, the evaluation period begins on the date Inex ships the Evaluation Equipment and continues for thirty days (“Evaluation Period”).

Inex may approve one or more extensions totaling up to sixty additional days. Buyer must submit an extension request in writing at least ten days before the then-current Evaluation Period expires. No extension is effective unless approved by Inex in writing.

12.3 Permitted Use and Care. Buyer may use the Evaluation Equipment solely for internal testing and evaluation and for any additional demonstration purpose expressly approved by Inex in writing. Unless expressly authorized by Inex, Evaluation Equipment may not be placed into permanent production or commercial use.

Buyer will:

(a) use the Evaluation Equipment only for its intended purpose and in accordance with the Documentation;

(b) exercise reasonable care and protect the Evaluation Equipment from loss, theft, damage, unauthorized access, and environmental exposure;

(c) not resell, lease, loan, transfer, pledge, encumber, or permit unauthorized third-party possession or use of the Evaluation Equipment;

(d) not materially alter, modify, open, repair, relabel, or remove identifying marks or serial numbers from the Evaluation Equipment without Inex’s prior written approval; and

(e) comply with all applicable laws in its testing and use of the Evaluation Equipment.

Buyer is responsible for loss of or damage to the Evaluation Equipment resulting from misuse, negligence, improper handling, unauthorized modification, inadequate packing, or failure to follow the Documentation.

12.4 Title and Risk of Loss. Title to Evaluation Equipment remains with Inex unless and until Buyer purchases the Evaluation Equipment and Inex receives full payment of the applicable purchase price.

Risk of loss of or damage to Evaluation Equipment passes to Buyer when Inex delivers the Evaluation Equipment to the carrier and remains with Buyer until the returned Evaluation Equipment is received by Inex at the return location designated by Inex.

12.5 Purchase or Return. Upon expiration of the Evaluation Period, including any approved extension, Buyer must either:

(a) purchase the Evaluation Equipment at the evaluation purchase price stated in the applicable quotation; or

(b) return the Evaluation Equipment so that it is received by Inex within fourteen days after expiration of the Evaluation Period.

Buyer must follow Inex’s reasonable return instructions and obtain an RMA under the applicable return-authorization provision of these terms. Returned Evaluation Equipment must be complete, include all accessories, cables, power supplies, mounting equipment, packaging, Documentation, and other items originally supplied, and be in substantially the same condition as delivered, ordinary wear and tear excepted.

A timely return under this Section is not an approved non-warranty return and is not subject to the restocking charge applicable to purchased Hardware.

12.6 Return Costs. Unless otherwise stated in the applicable quotation, Buyer is responsible for proper packing, return freight, transit insurance, duties, taxes, customs charges, brokerage fees, and other costs associated with returning Evaluation Equipment to Inex.

12.7 Failure to Return; Loss or Damage. If Evaluation Equipment is not received by Inex within the period stated in Section 12.5, Inex may provide written notice that the Evaluation Equipment is deemed purchased and invoice Buyer for the evaluation purchase price stated in the applicable quotation.

If Evaluation Equipment is lost, destroyed, or returned in materially damaged or incomplete condition beyond ordinary wear and tear, Inex may, as appropriate:

(a) deem the Evaluation Equipment purchased and invoice Buyer for the evaluation purchase price stated in the applicable quotation; or

(b) invoice Buyer for the reasonable cost of repair, replacement, missing components, restoration, inspection, and related shipping.

Inex will not recover both the full purchase price and repair or replacement charges for the same loss. Amounts invoiced under this Section are payable in accordance with Section 5. Inex’s acceptance of a late, damaged, or incomplete return does not waive its rights under this Section.

12.8 Evaluation Basis; No Commitment. Evaluation Equipment is provided solely to permit Buyer or Customer to evaluate its suitability. Providing Evaluation Equipment does not obligate Inex to sell additional Products, reserve inventory, maintain evaluation pricing, develop requested functionality, or enter into any further transaction. Unless otherwise stated in the quotation, Evaluation Equipment and related evaluation Software or services are provided on an “as available” basis and remain subject to the warranty disclaimers and limitations of liability in these terms.

13. INSTALLATION, SITE CONDITIONS, AND COOPERATION

13.1 Unless expressly included in the quotation, Buyer or Customer is responsible for installation, wiring, electrical power, surge protection, grounding, network connectivity, internet service, mounting structures, permits, inspections, third-party equipment, and site preparation.

13.2 Buyer and Customer are responsible for confirming that the Products, proposed configuration, and installation environment are suitable for the intended application and comply with applicable codes and manufacturer requirements.

13.3 Buyer and Customer will provide timely access, information, decisions, approvals, personnel, systems, and cooperation reasonably required for Inex to perform Services.

13.4 Inex is not responsible for delays, failures, or additional costs caused by site conditions, third-party systems, inaccurate information, inadequate infrastructure, or failure to follow Documentation.

14. PROFESSIONAL SERVICES

14.1 The scope, assumptions, deliverables, schedule, and fees for professional Services will be stated in the applicable quotation or statement of work.

14.2 Unless otherwise stated, professional Services are performed on a time-and-materials basis and may be provided remotely. Estimates are not fixed-price commitments unless expressly identified as fixed-price in writing.

14.3 Changes in scope, assumptions, site conditions, schedule, or Customer requirements may require a written change order and additional fees.

14.4 Deliverables are deemed accepted unless Buyer provides written notice of a material nonconformity within ten Business Days after delivery of the applicable deliverable. Inex will have a reasonable opportunity to correct a timely reported nonconformity.

14.5 Unless a statement of work expressly states otherwise, Inex retains ownership of all pre-existing materials, tools, templates, Software, Documentation, methods, know-how, generic developments, and improvements used or created in performing Services. Upon full payment, Buyer and Customer receive a nonexclusive license to use specifically identified deliverables for their intended internal and operational purposes. No source code, invention, patent right, or ownership interest is transferred unless expressly stated in a writing signed by an authorized officer of Inex.

15. FORCE MAJEURE

15.1 Inex will not be liable for delay or failure in performance of any non-monetary obligation caused by circumstances beyond its reasonable control, including fire, flood, earthquake, severe weather, natural disaster, war, terrorism, riot, civil disturbance, epidemic, pandemic, labor disruption, transportation interruption, utility or communications failure, cyberattack, governmental action, embargo, sanction, export or import restriction, the imposition or material increase of tariffs, duties, customs charges, governmental assessments, trade restrictions, quotas, or similar measures, supplier failure, component shortage, material shortage, or carrier delay (each, a “Force Majeure Event”). A Force Majeure Event does not excuse payment for Products delivered or Services performed.

15.2 During a Force Majeure Event, Inex may extend delivery dates, suspend affected performance, allocate available Products among customers in a commercially reasonable manner, or use commercially reasonable substitute components that do not materially reduce the stated functionality of the Product. Any price adjustment arising from a Force Majeure Event will be governed by Section 4.

15.3 Inex will provide reasonable notice of a material Force Majeure Event when practicable. If a Force Majeure Event continues for more than ninety days and materially prevents or delays performance, or makes performance commercially impracticable, Inex may cancel the affected undelivered or unperformed portion of the Order. Sections 7.2 and 7.3 apply to any cancellation under this Section.

16. GENERAL COMMERCIAL PROVISIONS

16.1 No Waiver. A party’s failure or delay in exercising any right does not waive that right.

16.2 Assignment. Buyer may not assign an Order or Part I without Inex’s prior written consent, except in connection with a merger or sale of substantially all of Buyer’s assets if the assignee is not an Inex competitor and assumes Buyer’s obligations in writing. Inex may assign this document to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or similar transaction.

16.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

16.4 Common Provisions and Survival. Sections 24, 25, and 28 through 33 are incorporated into Part I and apply to Inex and Buyer. Section 27 applies to Buyer as expressly stated. Provisions that by their nature should survive expiration or termination will survive, including payment obligations, ownership, confidentiality, indemnification, warranty limitations, limitations of liability, dispute resolution, and accrued rights.

PART II – END USER AGREEMENT

17. END USER APPLICABILITY AND ACCEPTANCE

17.1 Part II is an agreement between Inex and Customer and governs Customer’s access to and use of the Products, whether obtained by purchase, subscription, evaluation, demonstration, trial, resale, distribution, integration, or otherwise.

17.2 Customer accepts Part II by:

(a) signing an Inex quotation that incorporates this document;

(b) issuing a purchase order that incorporates or references this document;

(d) activating a Software license or Hosted Service account;

(e) accessing or using the Products after receiving notice that Part II applies; or

(f) permitting Users to access or use the Products after receiving such notice.

17.3 Customer represents that the person accepting Part II has authority to bind Customer. Customer may not access or use the Products if it does not agree to Part II.

18. DEFINITIONS APPLICABLE TO PART II

18.1 “Customer Data” means data, content, images, video, audio, license plate information, vehicle information, access-control records, visitor information, personal data, and other information submitted, uploaded, collected, captured, stored, generated, or transmitted by or on behalf of Customer through use of the Products. Customer Data does not include System Data.

18.2 “Firmware” means software developed or maintained by Inex that is stored on or used with Hardware and enables the functioning of Hardware and its communication with other Products.

18.3 “Hosted Services” means Inex Software-as-a-Service systems, including IZCloud, and related infrastructure made available to Customer.

18.4 “License” has the meaning stated in Section 19.1.

18.5 “License Term” means the license or subscription period stated in the applicable accepted quotation, order acknowledgment, or license SKU.

18.6 “Product Feature” means a feature set within the Software or Hosted Services identified by a SKU, quotation, subscription, or Order.

18.7 “Reseller” means a third party authorized by Inex to resell or distribute Products.

18.8 “Security Incident” means a confirmed unauthorized access to, acquisition, use, disclosure, alteration, loss, or destruction of Customer Data in Inex’s possession or control that compromises the confidentiality, integrity, or availability of that Customer Data. Security Incident does not include unsuccessful attempts or events that do not compromise the confidentiality, integrity, or availability of Customer Data.

18.9 “System Data” means technical telemetry, device status, configuration metadata, diagnostic information, performance measurements, usage statistics, and security logs generated by operation of the Products. System Data does not include Customer Data or the content of images, video, audio, license plate records, access-control records, visitor records, or other personal data processed for Customer.

18.10 “Users” means Customer’s employees, contractors, agents, residents, members, visitors, or other persons authorized by Customer to use the Products on Customer’s behalf.

19. LICENSE, DATA RIGHTS, AND RESTRICTIONS

19.1 License to Customer. Software and Documentation are licensed, not sold.

(a) Embedded Firmware License. “Embedded Firmware” means the version of Firmware installed on purchased Hardware and necessary for the basic operation of that Hardware, excluding separately licensed Product Features, Hosted Services, cloud-dependent functionality, and other subscription-based features.

Upon full payment for purchased Hardware, Inex grants the Customer and each lawful subsequent owner of that Hardware a perpetual, limited, nonexclusive, nonsublicensable license to use the Embedded Firmware solely as installed on and with that Hardware for internal and operational purposes. The Embedded Firmware license transfers only together with ownership of the applicable Hardware and may not be transferred separately.

The Embedded Firmware license survives expiration or nonrenewal of any Software license, Hosted Service subscription, support plan, or this document.

Any transfer remains subject to applicable export, sanctions, licensing, and use restrictions. Inex is not obligated to provide the subsequent owner with Hosted Services, support, updates, account access, or other subscription-based functionality unless separately purchased or transferred with Inex’s approval.

(b) Term Software License. Subject to Customer’s compliance with this document and payment of all applicable fees, Inex grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, worldwide right during the applicable License Term, subject to applicable export and sanctions laws, to use Software other than Embedded Firmware and the Documentation solely for Customer’s internal and operational purposes, including providing Customer’s own services to its residents, members, patrons, customers, or clients, and only in connection with authorized Hardware, Product Features, Users, sites, accounts, and licensed metrics (together with the Embedded Firmware License, the “License”). Customer may permit its contractors and Users to exercise the License on Customer’s behalf, provided Customer remains responsible for their compliance.

19.2 Customer must purchase and maintain the number and type of Licenses required for the Hardware units, Users, sites, accounts, Product Features, or other licensed metrics identified in the applicable quotation, Order, or Documentation.

19.3 Except for use authorized under the perpetual Embedded Firmware License in Section 19.1(a), use of Software without a paid and active License, where a paid and active License is required by the applicable quotation or license SKU, is not permitted and constitutes a material breach.

19.4 If Customer purchases additional Licenses or renews Licenses for existing Hardware, Inex may propose aligning License Terms so that Licenses expire on a common date, with fees prorated as stated in the applicable quotation or renewal notice.

19.5 If Customer does not maintain required licensing or applicable undisputed amounts remain unpaid, Inex may suspend or revoke the affected term-based License and restrict access to Product Features, Software, or Hosted Services after any notice and cure period required by this document. Expiration, nonrenewal, suspension, or termination of a subscription does not terminate the Embedded Firmware License or authorize Inex to disable the basic local operation of purchased Hardware solely because a subscription has ended. Subscription-dependent, cloud-dependent, support-dependent, and separately licensed functionality may cease to operate or be available. Suspension does not transfer ownership of Customer Data to Inex and does not authorize deletion before expiration of the applicable export period under Section 26, except as required for security, legal compliance, or ordinary backup management.

19.6 License to Inex. Customer grants Inex a nonexclusive right to host, copy, transmit, store, and process Customer Data solely as necessary to provide, secure, support, maintain, and administer the Products, follow Customer’s documented instructions as expressed through Customer’s configuration and use of the Products or otherwise accepted by Inex in writing, and comply with applicable law. Inex will not use identifiable Customer Data to train a general-purpose recognition model or algorithm for use by other customers without Customer’s express written authorization.

19.7 Customer represents and warrants that it possesses all rights, permissions, notices, and consents necessary for Inex to process Customer Data as contemplated by this document.

19.8 De-identified and Aggregated Data. Inex may create and use data derived from Customer Data or use of the Products only if the data has been aggregated or de-identified so that it cannot reasonably be linked to Customer or an identified or identifiable individual. Inex will maintain reasonable technical and organizational measures designed to prevent re-identification and will not attempt to re-identify such data. Inex owns such aggregated or de-identified data and may use it for lawful business purposes, including Product improvement, analytics, reliability, security, and algorithm development.

19.9 Restrictions. Customer will not, and will not permit any third party to:

(a) publish benchmark or performance-test results concerning the Software or Hosted Services without providing Inex a reasonable opportunity to review the testing methodology and results for accuracy, except where disclosure is required by law;

(b) market, sublicense, resell, lease, loan, transfer, distribute, or otherwise commercially exploit the Software or Hosted Services, except by an authorized Reseller acting within the scope of its written authorization;

(c) modify, create derivative works of, decompile, disassemble, reverse engineer, attempt to derive source code from, tamper with, or copy the Products or any component, except to the limited extent a restriction is prohibited by applicable law;

(d) remove or alter proprietary notices;

(e) bypass, disable, or interfere with licensing, security, authentication, usage controls, or access restrictions;

(f) use the Products to conduct fraudulent, malicious, unlawful, discriminatory, or abusive activities; or

(g) use the Products in violation of applicable federal, state, local, or foreign laws or regulations.

Each activity described in this Section is a “Prohibited Use.”

20. HARDWARE WARRANTY AND WARRANTY RETURNS

20.1 Hardware Warranty. Inex warrants that Hardware will be free of significant defects in materials and workmanship that materially affect its performance or functionality for one year from the date Inex ships the Hardware, unless Inex expressly states a different warranty period or commencement date in the applicable quotation or order acknowledgment (the “Warranty Period”).

The Warranty Period is measured from shipment by Inex and is not postponed, restarted, or extended by resale, storage, installation, activation, commissioning, or transfer of the Hardware. The Hardware Warranty follows the applicable Hardware during the original Warranty Period and may be exercised by a lawful subsequent owner, provided the claimant supplies the Hardware serial number, reasonable proof of lawful ownership, and available purchase or shipment information.

Transfer does not restart or extend the Warranty Period.

20.2 “Significant defects” are defects that cause Hardware to fail to operate materially in accordance with applicable Documentation. Minor cosmetic defects that do not affect functionality or performance are not covered.

20.3 Extended Hardware Warranty. Customer may purchase an extended Hardware warranty from Inex or an authorized Reseller. If warranty coverage lapses, Inex may price renewed or extended coverage from the expiration date of the prior warranty period and may require inspection, testing, or payment of reinstatement charges.

20.4 Warranty Exclusions. The Hardware Warranty does not cover:

(a) misuse, abuse, neglect, accident, vandalism, or improper handling;

(b) application of voltage, polarity, power, or environmental conditions inconsistent with Documentation;

(d) improper installation, maintenance, storage, transportation, or operation;

(e) modification, opening, repair, or tampering not authorized by Inex;

(f) normal wear and tear;

(g) cosmetic damage that does not affect performance;

(h) lightning, power surge, fire, flood, severe weather, or other external event;

(i) use outside stated specifications; or

(j) Prohibited Use.

20.5 Warranty Remedy. Customer’s sole and exclusive remedy and Inex’s sole and exclusive liability for breach of the Hardware Warranty will be, at Inex’s option, to repair the nonconforming Hardware, replace it with new or refurbished Hardware or components, provide a functionally comparable substitute, or refund or credit to the Buyer of record the amount paid to Inex for the affected Hardware.

Where Hardware was purchased through a Reseller, any refund or credit will be issued to the Buyer of record, and Customer’s rights concerning the resulting credit or refund are governed by its agreement with the Reseller.

20.6 Warranty Service Timing. After Inex receives the returned Hardware and all information reasonably required to evaluate the warranty claim, Inex will use commercially reasonable efforts to evaluate the claim and, if covered by the Hardware Warranty, complete the remedy selected by Inex under Section 20.5 within thirty (30) calendar days. This period is an estimated service target and is not guaranteed.

It may be extended due to parts or replacement-unit availability, technical complexity, required testing, Customer or Reseller delay, transportation delay, a Force Majeure Event, or other circumstances beyond Inex’s reasonable control.

20.7 Replacement Hardware will be warranted for the longer of ninety days from delivery of the replacement or the remainder of the original Warranty Period.

20.8 Warranty Return Procedure. Customer must notify Inex or its authorized Reseller within the Warranty Period. For returns directly to Inex, Customer must contact support@inextechnologies.com and provide the purchase source, purchase date, applicable serial numbers, description of the issue, and Customer contact information.

20.9 Before return, Customer will, whenever reasonably possible, make the Product available for remote troubleshooting and perform reasonable on-site troubleshooting requested by Inex.

20.10 If a return is approved, Inex will issue an RMA. Customer must return the authorized Hardware, including requested accessories, within fourteen days after issuance of the RMA, properly packaged and shipped in accordance with Inex’s instructions.

20.11 Shipping Costs. Customer is responsible for all costs of shipping Hardware to Inex, including packaging, insurance, duties, taxes, and other transportation charges. If Inex determines that the returned Hardware is covered by the Hardware Warranty, Inex will pay the cost of standard domestic shipping of the repaired or replacement Hardware back to Customer within the United States. Customer is responsible for expedited shipping and for international shipping, duties, taxes, customs charges, brokerage fees, or similar charges, unless Inex agrees otherwise in writing.

20.12 Advanced Hardware Replacement. Subject to availability and Inex’s approval, Inex may ship replacement Hardware before receiving the potentially defective Hardware. Customer must return the original Hardware within fourteen days after receipt of the replacement. If it is not timely returned, or is returned with missing accessories or damage beyond the reported defect, Inex may invoice the Buyer of record for the replacement Hardware at Inex’s then-current replacement price and for related shipping and handling costs, payable within thirty days.

20.13 Warranty Coverage Review. If Inex denies a warranty claim, it will provide a written explanation. Customer may request a secondary review within fourteen days and provide additional relevant information. A senior support representative who was not responsible for the initial determination will review the request and provide a final written determination within a commercially reasonable time.

20.14 Out-of-Warranty Products. Inex may, at its discretion, offer repair, replacement, or discounted replacement for out-of-warranty Hardware under a separate quotation. Availability and pricing depend on Product age, condition, parts availability, and then-current programs.

21. INEX OBLIGATIONS; HOSTED SERVICES; SUPPORT

21.1 General. Inex will provide the Products materially in accordance with this document, the applicable accepted quotation or Order, and the Documentation.

21.2 Hosted Services. Inex will use commercially reasonable efforts to:

(a) maintain and operate the Hosted Services in accordance with generally accepted industry practices;

(b) make Hosted Services and Customer Data available to authorized Users; and

21.3 Service Level. Inex will use commercially reasonable efforts to achieve a Monthly Uptime Percentage of 99.9% or more for production Hosted Services during each calendar month. “Monthly Uptime Percentage” means the total minutes in the month, less minutes of qualifying Outage, divided by the total minutes in the month, expressed as a percentage.

21.4 “Outage” means a material unavailability of the production Hosted Services caused by a condition within Inex’s reasonable control. The availability commitment does not apply to beta, preview, evaluation, trial, demonstration, or free features.

21.5 Downtime excludes:

(a) planned maintenance for which reasonable notice is provided;

(b) emergency maintenance;

(d) acts or omissions of Customer or Users;

(e) Customer systems, networks, websites, equipment, or third-party integrations;

(f) internet service provider, carrier, cloud infrastructure, DNS, utility, or communications outages outside Inex’s reasonable control;

(g) security-related suspension reasonably determined necessary by Inex; and

(h) suspension permitted under this document.

21.6 Service Credits. Customer’s sole and exclusive remedy for failure to meet the availability commitment is a Service Credit consisting of additional days added to the end of the affected paid subscription period:

(a) Monthly Uptime Percentage below 99.9% but at least 99.0%: three days;

(b) below 99.0% but at least 95.0%: seven days;

(d) below 90.0%: thirty days.

Only the highest applicable Service Credit applies for a month, credits do not accumulate, and the maximum credit for any month is thirty days.

21.7 Service Credits are nontransferable and have no cash value. To receive a Service Credit, Customer must submit a written request within thirty days after the end of the applicable month and provide information reasonably sufficient to identify the affected account and Outage.

21.8 Support. Inex will provide standard support for errors, bugs, and operational issues and will use commercially reasonable efforts to resolve an issue or provide a reasonable workaround. Unless otherwise stated, standard support is included in the applicable Software license or Hosted Service subscription and is provided during Inex’s posted normal business hours, excluding holidays. On-site, after-hours, expedited, and professional services are separately chargeable unless expressly included.

21.9 Support Hours. Unless otherwise stated in the applicable quotation or support plan, Inex’s standard business and support hours are Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding holidays observed by Inex.

21.10 For Products purchased through an authorized Reseller, the Reseller will provide first-level support, including direct Customer interaction, problem identification, problem replication, and use of documented solutions. Inex will provide the Reseller second-level and escalated support for issues not reasonably resolvable by first-level support.

21.11 Maintenance. Inex will use commercially reasonable efforts to maintain the Products and implement updates, upgrades, security patches, and fixes that Inex determines appropriate.

21.12 Inex may modify Product functionality, interfaces, features, or infrastructure, provided that Inex does not materially reduce the core paid functionality of a Product during the then-current License Term. Inex may modify or discontinue beta, preview, free, third-party-dependent, or nonmaterial features at any time.

22. CUSTOMER OBLIGATIONS AND RESPONSIBLE USE

22.1 Payment and Compliance. Customer is responsible for paying for Products and Services purchased directly from Inex. Where Products are purchased through a Reseller, payment obligations between Customer and Reseller are governed by their agreement, but Inex may suspend an affected License or Hosted Service if amounts payable to Inex for that License or Hosted Service remain unpaid after applicable notice. Where commercially practicable, Inex may offer Customer an opportunity to arrange continued service directly or through another Reseller.

22.2 Customer will use the Products only in accordance with Documentation and applicable law and will obtain all licenses, permits, authorizations, notices, and consents required for Customer’s use.

22.3 Customer is responsible, as the party determining the purposes and means of Customer’s use, for determining the lawfulness of collecting, using, storing, sharing, and retaining license plate data, vehicle or driver images, video, personal data, visitor data, access-control data, and other Customer Data. Nothing in this Section relieves Inex of legal obligations that apply directly to Inex.

22.4 Customer will provide legally required notices and obtain legally required consents relating to surveillance, access control, vehicle or driver imaging, vehicle identification, communications, and data processing.

22.5 Customer will not export, re-export, transfer, or use the Products in violation of United States export laws or the laws of any applicable jurisdiction.

22.6 If Customer operates in a regulated industry, Customer represents that it has obtained all necessary licenses and permits and will remain in compliance with applicable requirements.

22.7 Account Administration. Customer is responsible for designating administrators, managing User accounts and access privileges, maintaining accurate account information, protecting credentials, and promptly disabling access no longer required.

22.8 Customer is responsible for verifying, including through any third-party installer, that applicable Hardware is properly claimed, registered, and configured in Customer’s Hosted Service account before installation or operation.

22.9 Customer is responsible for the acts and omissions of Users and for activity occurring under Customer’s accounts, except to the extent caused by Inex’s breach of this document.

22.10 Customer will maintain appropriate operational procedures, fallback methods, physical security measures, and exports or backups available through the Products that are suitable for its application. The Products are not a substitute for Customer’s independent safety, security, access-control, emergency-response, or business-continuity procedures and are not designed to serve as the sole means of emergency or life-safety access.

22.11 Customer will independently review and verify recognition, classification, match, alert, and analytic results before taking an adverse, enforcement, safety-critical, or legally significant action. The Products must not be used as the sole basis for arrest, detention, denial of a legal right, or another decision that requires independent verification under applicable law or reasonable practice.

23. CUSTOMER DATA, PRIVACY, AND SECURITY

23.1 Customer owns and retains all right, title, and interest in Customer Data. As between the parties, Customer acts as controller or business and Inex acts as processor or service provider for personal data that Inex processes solely on Customer’s behalf, except where applicable law assigns a different role for a particular processing activity.

23.2 Processing Details. The subject matter of processing is the Customer Data processed through the Products. Processing continues during the applicable License Term or Hosted Service term and during any limited export, transition, legal-retention, or backup period described in this document. The nature and purpose of processing may include collection, capture, recording, organization, hosting, storage, retrieval, consultation, transmission, analysis, support, security, maintenance, and deletion as necessary to provide and support the Products. The types of personal data are the categories included in the definition of Customer Data and selected or configured by Customer. Categories of data subjects may include Customer’s Users, employees, contractors, residents, members, visitors, guests, customers, vehicle owners and operators, and other persons whose data is captured or submitted through Customer’s use of the Products.

23.3 Inex will process Customer Data only in accordance with Customer’s documented instructions, including this document, the applicable Order, Customer’s configuration and use of the Products, and other written instructions accepted by Inex, unless processing is required by law. Inex will notify Customer if, in Inex’s reasonable judgment, an instruction violates applicable data protection law, unless law prohibits notice.

23.4 Inex will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, integrity, and availability of Customer Data, taking into account the nature of the processing and reasonably foreseeable risks.

23.5 Inex will ensure that personnel authorized to process Customer Data are subject to confidentiality obligations and may access Customer Data only as reasonably necessary to:

(a) provide, support, secure, and maintain the Products;

(b) prevent, investigate, or address service, security, or technical problems;

(d) act as Customer expressly authorizes.

23.6 Inex may use subprocessors and service providers to provide the Products. Inex will engage each subprocessor that processes Customer Data under a written agreement requiring data protection and confidentiality obligations materially consistent with Inex’s applicable obligations under this Section and will remain responsible for the subprocessor’s performance to the extent required by applicable law and contract.

23.7 Taking into account the nature of processing and information available to Inex, Inex will provide reasonable assistance to Customer with legally required data-subject requests, security obligations, breach notifications, and data protection assessments. Assistance beyond standard Product functionality or ordinary support may be chargeable at Inex’s then-current professional-service rates, except to the extent applicable law or a Separate Agreement requires Inex to provide the assistance without additional charge.

23.8 Upon confirming a Security Incident affecting Customer Data, Inex will notify Customer without undue delay, provide information reasonably available to Inex that Customer needs to meet applicable notification obligations, and take commercially reasonable steps to contain, investigate, and remediate the Security Incident. Notification is not an admission of fault or liability.

23.9 Inex will make information reasonably necessary to demonstrate compliance with this Section available to Customer, including relevant third-party audit summaries or certifications if available. Any additional assessment or inspection must be required by applicable law or a Separate Agreement, conducted on reasonable notice during normal business hours, avoid unreasonable disruption, and protect other customers and Inex Confidential Information. At Customer’s request and with Customer’s consent, Inex may satisfy an assessment obligation through a report prepared by a qualified independent assessor under an appropriate control standard. Unless applicable law or a Separate Agreement provides otherwise, Customer bears the reasonable costs of a customer-specific assessment, except where the assessment identifies a material breach by Inex.

23.10 Customer is responsible for the accuracy, quality, legality, retention settings, and means of acquisition of Customer Data and will not submit Customer Data that Customer does not have the right to collect, use, disclose, or process.

23.11 Inex may disclose Customer Data where legally compelled. Where legally permitted, Inex will provide reasonable notice to Customer and reasonable cooperation, at Customer’s expense, if Customer seeks protective relief.

23.12 At the end of the applicable Hosted Service or processing term, and upon Customer’s timely request, Inex will return Customer Data through export or download functionality supported by the Products or delete Customer Data, at Customer’s election, unless applicable law requires retention. Sections 26.6 and 26.7 govern the timing, format, transition period, and ordinary-course deletion of backups. Customer Data retained in backups remains subject to applicable confidentiality and security obligations until deleted.

23.13 If applicable law, international data-transfer requirements, or a customer requirement calls for more detailed processor terms, the parties may execute Inex’s then-current data processing addendum, applicable standard contractual clauses, or a mutually agreed data processing agreement. A Separate Agreement or data processing agreement controls over this Section to the extent of a conflict.

24. CONFIDENTIALITY

24.1 “Confidential Information” means nonpublic information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure.

24.2 Inex Confidential Information includes the Products, Software, source code, nonpublic Documentation, pricing, roadmaps, security information, and information provided in connection with support. Buyer and Customer Confidential Information includes their respective nonpublic business, technical, financial, and procurement information. Customer Confidential Information also includes Customer Data.

24.3 Confidential Information does not include information that the Receiving Party can demonstrate:

(a) was already lawfully known without confidentiality obligation;

(b) is or becomes public through no breach of this document;

(d) is independently developed without use of the Disclosing Party’s Confidential Information.

24.4 The Receiving Party will:

(a) use Confidential Information only as necessary to exercise rights and perform obligations under this document;

(b) protect it using at least reasonable care and no less than the care used for its own similar information; and

(c) disclose it only to employees, contractors, professional advisers, affiliates, and representatives who have a need to know and are bound by confidentiality obligations at least as protective as those in this document.

24.5 The Receiving Party is responsible for breaches by its representatives.

24.6 If disclosure is legally required, the Receiving Party may disclose only the legally required portion and, where permitted, will provide prompt notice and reasonable assistance to the Disclosing Party.

24.7 Upon written request after expiration or termination, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information, except for information retained by law, routine archival backups, professional records, or as reasonably necessary to establish or defend legal rights. Retained information remains subject to this Section.

24.8 The confidentiality obligations continue for five years after disclosure or expiration or termination, whichever is later. Obligations concerning trade secrets continue for so long as the information qualifies as a trade secret, and obligations concerning Customer Data continue for so long as Inex retains it.

24.9 Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party may seek appropriate injunctive relief in addition to other available remedies.

25. OWNERSHIP; THIRD-PARTY MATERIALS; FEEDBACK

25.1 Inex owns and retains all right, title, and interest in and to the Software, System Data, Documentation, Product designs, algorithms, models, interfaces, inventions, know-how, professional-service tools and methods, and all intellectual property embodied in or related to the Products.

25.2 Except for the limited rights expressly granted in this document, no ownership or intellectual property rights are transferred to Customer or Buyer.

25.3 Customer owns Customer Data, subject to the limited rights granted to Inex under this document.

25.4 Professional-service deliverables and custom developments are governed by Section 14.5 and the applicable statement of work. Unless a statement of work expressly states otherwise, Inex owns generic developments, improvements, connectors, interfaces, tools, and know-how created in performing Services, even if developed in connection with Customer requirements.

25.5 Products may include third-party or open-source materials subject to separate license terms. Those terms govern solely to the extent required by the applicable third-party license. Inex grants no rights to third-party products beyond rights that Inex is authorized to grant.

25.6 Feedback, suggestions, enhancement requests, and recommendations provided to Inex may be used by Inex without restriction or obligation, provided Inex does not identify Buyer or Customer as the source without permission.

26. TERM, SUSPENSION, TERMINATION, AND DATA PORTABILITY

26.1 Term. Part II begins when Customer first accepts it and continues while Customer possesses, accesses, or uses Products or maintains an active License or Hosted Service subscription.

26.2 Termination for Cause. Either party may terminate Part II for material breach by providing thirty days’ written notice if the breach remains uncured when the notice period expires. A shorter cure period may apply to nonpayment under Part I. A breach that by its nature cannot be cured may permit termination upon written notice.

26.3 Inex may suspend access immediately where reasonably necessary to prevent security risk, unlawful activity, material harm, unauthorized access, Prohibited Use, or use without valid licensing, and will provide notice when reasonably practicable.

26.4 Either party may terminate Part II upon the other party’s bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors only to the extent permitted by applicable law.

26.5 Effect of Termination. Upon expiration or termination:

(a) all affected term-based Licenses and rights to access Software and Hosted Services terminate, except as expressly stated otherwise;

(b) the perpetual Embedded Firmware License granted under Section 19.1(a) continues, and Customer may continue to use purchased Hardware with its Embedded Firmware, subject to the restrictions and other surviving provisions of this document;

(d) unpaid amounts become immediately due; and

(e) provisions intended by their nature to survive will survive.

26.6 Customer Data Portability. Upon Customer’s written request made within thirty days after expiration or termination, Inex will make Customer Data then maintained in the Hosted Services available for export or download in a commonly used format supported by the Products, subject to technical limitations and applicable law. Inex may condition discretionary transition services on payment of undisputed outstanding amounts but will not withhold access required by applicable law.

26.7 After the thirty-day export period, Inex has no obligation to maintain or provide Customer Data and may delete it in accordance with its retention practices and applicable law. Backup copies may remain until overwritten or deleted in the ordinary course.

26.8 If available, Customer may purchase read-only or transition access under Inex’s then-current pricing and terms. Any additional transition assistance requires a separate quotation or statement of work.

27. INDEMNIFICATION

27.1 Indemnification by Inex. Inex will defend Customer against a third-party claim alleging that Customer’s authorized use of a paid Product infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Customer against damages finally awarded and settlements approved by Inex, provided Customer:

(a) promptly gives written notice, with failure to provide prompt notice relieving Inex only to the extent materially prejudiced;

(b) gives Inex sole control of defense and settlement; and

27.2 Inex may not settle a claim in a manner that admits fault by Customer or imposes nonmonetary obligations on Customer without Customer’s consent, not to be unreasonably withheld.

27.3 If a Product is or is likely to be enjoined, Inex may:

(a) procure the right for Customer to continue using it;

(b) modify or replace it with a substantially equivalent noninfringing Product; or

(c) terminate the affected License or Product and refund prepaid unused subscription fees or, for affected Hardware returned to Inex, refund to the Buyer of record the amount paid to Inex for that Hardware, depreciated on a straight-line basis over sixty months from shipment.

27.4 Inex has no obligation for claims arising from:

(a) use contrary to this document or Documentation;

(b) modification not authorized by Inex;

(c) combination with products, software, data, or services not supplied or approved by Inex, where the claim would not otherwise have arisen;

(d) continued use after notice to stop;

(e) Customer specifications or instructions;

(f) use of an outdated release where a current noninfringing release was made available; or

(g) third-party or open-source materials used in accordance with their separate terms, except to the extent Inex expressly assumes responsibility in writing.

27.5 This Section states Inex’s entire liability and Customer’s exclusive remedy for intellectual property infringement or misappropriation claims.

27.6 Indemnification by Buyer and Customer. Buyer and Customer each will defend and indemnify Inex, its affiliates, and their respective officers, directors, members, employees, and agents against third-party claims to the extent arising from that indemnifying party’s:

(a) collection, content, disclosure, or use of data in violation of law or third-party rights;

(b) Prohibited Use, or Prohibited Use by persons for whom that party is responsible;

(c) violation of privacy rights, data protection requirements, surveillance restrictions, biometric requirements, or required notices and consents;

(d) products, services, representations, instructions, specifications, installation, or third-party integrations; or

(e) material breach of Sections 19 or 22, to the extent those Sections apply to that party,

except to the extent the claim is caused by Inex’s breach, negligence, willful misconduct, or processing outside Customer’s documented instructions. Buyer is not required to indemnify Inex solely because Buyer resold an unmodified Product in a manner authorized by Inex.

27.7 The indemnified party must provide prompt notice, with late notice relieving the indemnifying party only to the extent materially prejudiced, reasonable cooperation, and control of the defense to the indemnifying party, subject to the indemnified party’s right to participate with counsel at its own expense. No settlement may admit fault or impose nonmonetary obligations on the indemnified party without its consent, not to be unreasonably withheld.

28. WARRANTY DISCLAIMERS

28.1 EXCEPT FOR WARRANTIES EXPRESSLY SET FORTH IN THIS DOCUMENT OR AN APPLICABLE SEPARATE AGREEMENT, INEX MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS, SERVICES, SUPPORT, UPDATES, OR MATERIALS.

28.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS HARDWARE WARRANTY AND THE OBLIGATIONS EXPRESSLY SET FORTH IN SECTION 27, INEX DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

28.3 INEX DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS, IDENTIFY EVERY VEHICLE OR PERSON, READ EVERY LICENSE PLATE, PREVENT UNAUTHORIZED ACCESS, PREVENT LOSS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR CORRECT EVERY DEFECT.

28.4 RECOGNITION, CLASSIFICATION, IMAGING, AND ANALYTIC RESULTS MAY BE AFFECTED BY LIGHTING, WEATHER, VEHICLE SPEED, PLATE CONDITION, CAMERA POSITION, INSTALLATION, NETWORKS, THIRD-PARTY SYSTEMS, AND OTHER FACTORS OUTSIDE INEX’S CONTROL.

28.5 BETA, EVALUATION, TRIAL, PREVIEW, DEMONSTRATION, AND FREE PRODUCTS OR FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY.

28.6 INEX IS NOT RESPONSIBLE FOR THIRD-PARTY PRODUCTS, SERVICES, NETWORKS, CLOUD SERVICES, CARRIERS, OR INTEGRATIONS, AND MAKES NO WARRANTY REGARDING THEM, EVEN IF THEY INTEROPERATE WITH OR ARE RECOMMENDED FOR USE WITH THE PRODUCTS.

29. LIMITATIONS OF LIABILITY

29.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES WILL BE LIABLE TO ANOTHER PARTY FOR INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS DOCUMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION DOES NOT LIMIT AMOUNTS PAYABLE TO A THIRD PARTY UNDER SECTION 27 OR DIRECT DAMAGES THAT ARE EXPRESSLY SUBJECT TO AN APPLICABLE LIABILITY CAP BELOW.

29.2 Base Liability Cap. Except for Excluded Claims and Uncapped Claims, each party’s total cumulative liability arising out of or related to this document will not exceed:

(a) for a claim arising from Hardware, a one-time Software license, or one-time Services, the amount paid or payable to Inex for the specific Product, Order, or Services giving rise to the claim; and

(b) for a claim arising from a recurring Software license, Hosted Service, support, or other recurring Service, the amount paid or payable to Inex for the affected recurring service during the twelve months preceding the event giving rise to the claim.

29.3 Excluded Claims. “Excluded Claims” means:

(a) Inex’s indemnification obligations under Section 27.1;

(b) Inex’s breach of Section 23 or other contractual data security obligations; and

Inex’s total cumulative liability for Excluded Claims will not exceed two times the applicable Base Liability Cap under Section 29.2.

29.4 Uncapped Claims. “Uncapped Claims” means:

(a) Buyer’s or Customer’s payment obligations;

(b) Customer’s breach of the license restrictions in Section 19.9 or Inex’s ownership rights under Section 25;

(d) Buyer’s or Customer’s indemnification obligations under Section 27.6;

(e) fraud, willful misconduct, gross negligence, or reckless conduct; and

(f) liability that cannot lawfully be limited.

29.5 Multiple claims will not enlarge any limitation. The limitations apply regardless of the theory of liability and, to the maximum extent permitted by law, even if a limited or exclusive remedy fails of its essential purpose.

29.6 The parties acknowledge that pricing reflects the allocation of risk in this document and that the limitations are an essential basis of the bargain.

30. NOTICES

30.1 Formal notices required under this document must be in writing and delivered by personal delivery, nationally recognized overnight courier, registered or certified mail, or email where this Section expressly permits email.

30.2 Notices are effective upon actual delivery if delivered personally, one Business Day after deposit with an overnight courier, five Business Days after mailing, or upon confirmed transmission if sent by email to an address designated for formal notice in the applicable quotation, Order, Separate Agreement, or account record.

30.3 Notices to Inex must be sent to:

Inex Technologies, LLC
155 Willowbrook Blvd., Suite 130
Wayne, New Jersey 07470
Attention: Chief Executive Officer

A copy may be sent to the Inex contact email identified in the applicable quotation or order acknowledgment. Failure to send an email copy does not invalidate notice properly delivered to the physical address.

30.4 Notices to Buyer or Customer may be sent to the address or email stated in the applicable quotation, purchase order, Order, or account record.

30.5 Routine operational, support, invoicing, renewal, security, and account communications may be sent by email and do not require formal notice under this Section unless another provision expressly states otherwise.

31. GOVERNING LAW; BINDING ARBITRATION; WAIVER OF COURT AND JURY TRIAL; VENUE

31.1 This document is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.

31.2 EXCEPT FOR THE LIMITED COURT PROCEEDINGS DESCRIBED BELOW, INEX, BUYER, AND CUSTOMER AGREE TO RESOLVE DISPUTES BY BINDING ARBITRATION INSTEAD OF A LAWSUIT IN COURT. EACH PARTY KNOWINGLY WAIVES THE RIGHT TO HAVE A JUDGE OR JURY DECIDE THE DISPUTE.

31.3 Any dispute, claim, or controversy arising out of or relating to this document, an Order, the Products, or Services will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect before one arbitrator. If the AAA determines that its Consumer Arbitration Rules apply to a particular dispute, those rules will apply to the extent required by the AAA or applicable law. The legal seat and place of arbitration will be the State of New Jersey. The arbitration will be conducted in English. Any in-person hearing will take place in New Jersey at a location agreed by the parties or, absent agreement, selected by the AAA or the arbitrator. Hearings may be conducted remotely when agreed by the parties or permitted or directed under the applicable AAA rules.

31.4 Arbitration will proceed only on an individual basis. No party may bring or participate in a class, collective, consolidated, representative, or private-attorney-general action in arbitration. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s claim.

31.5 A party may seek temporary, preliminary, or permanent injunctive relief in court to protect intellectual property, Confidential Information, or system and data security, or to prevent unauthorized use. Inex may bring a court action to collect undisputed overdue amounts. Either party may ask a court of competent jurisdiction to compel arbitration, enforce an arbitration award, or address a matter that applicable law does not permit to be arbitrated.

31.6 The arbitrator will issue a reasoned written award. The award is final and binding and may be entered in any court of competent jurisdiction. If the class-action waiver in Section 31.4 is held unenforceable for a particular claim, that claim must proceed in court and not in arbitration, while the remaining enforceable claims remain subject to arbitration.

31.7 For matters permitted to proceed in court, the state courts located in Passaic County, New Jersey, and the United States District Court for the District of New Jersey will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

31.8 Except as expressly provided in this document or required by applicable law, each party will bear its own attorneys’ fees and costs. The arbitrator or court may award fees and costs where authorized by this document, statute, rule, or other applicable law.

32. PUBLICITY

32.1 No party may issue a press release or use another party’s name, trademarks, or logos in public advertising, customer lists, case studies, or promotional materials without that party’s prior written approval.

32.2 A party may make factual disclosures required by law, regulation, stock-exchange rule, or court order, subject to the confidentiality and notice provisions of this document where applicable.

33. GENERAL PROVISIONS

33.1 Entire Agreement. This document, the applicable quotation, accepted Order, statement of work, and any Separate Agreement identified under Section 2 constitute the entire agreement regarding the applicable Products and Services and supersede prior or contemporaneous proposals, representations, and communications on the same subject.

33.2 Amendments and Updated Website Terms. No amendment or waiver is effective unless in writing and signed by authorized representatives of the affected parties. Inex may publish an updated version of this document for prospective use, but the updated version applies to a future Order, additional purchase, new subscription term, or renewal only when it is referenced in the applicable quotation, order acknowledgment, renewal notice, activation screen, or other acceptance record, or is otherwise affirmatively accepted. Continued use alone will not retroactively amend an accepted Order or the then-current committed subscription term.

33.3 Independent Contractors. The parties are independent contractors. This document does not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

33.4 No Third-Party Beneficiaries. Except for indemnified parties and Inex’s licensors and suppliers where expressly stated, this document creates no third-party beneficiary rights.

33.5 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” The singular includes the plural and vice versa. References to writing include electronic writing where appropriate.

33.6 Order of Precedence. If provisions within this document conflict, a provision specifically addressing the subject controls over a general provision. Part I controls commercial purchase terms between Inex and Buyer; Part II controls access to and use of Products by Customer.

33.7 Electronic Acceptance and Signatures. Electronic signatures, electronic acceptances, and electronically transmitted records have the same effect as originals to the extent permitted by law.

33.8 Export Compliance. Buyer and Customer will comply with applicable export, re-export, sanctions, and trade-control laws and will not transfer Products to prohibited persons, entities, countries, or uses.

33.9 Government Users. Government rights in Software and Documentation are limited to the rights customarily provided to commercial end users, except to the extent a signed government contract or mandatory law expressly requires otherwise. Nothing in this Section overrides a Separate Agreement governing a public-sector transaction.

33.10 No Reliance on Future Features. Unless expressly stated in a signed statement of work or Separate Agreement, Buyer’s and Customer’s purchase decisions are not contingent on delivery of future functionality, features, products, or roadmap items.

33.11 Assignment by Customer. Customer may not assign Part II without Inex’s prior written consent, except in connection with a merger or sale of substantially all of Customer’s assets if the assignee is not an Inex competitor, assumes Customer’s obligations in writing, and the assignment does not require Inex to provide Products or Services beyond the purchased scope. Inex may assign Part II to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or similar transaction.

33.12 Survival. Sections concerning payment, restrictions, ownership, confidentiality, indemnification, disclaimers, limitations of liability, dispute resolution, and provisions that by their nature should survive will survive expiration or termination.

INEX TECHNOLOGIES STANDARD TERMS OF SALE AND SERVICE; END USER AGREEMENT