THIS KNOXCONNECT™ SOFTWARE MASTER AGREEMENT (the "Agreement") is entered into as of the date of your acceptance of this Agreement (the "Effective Date") between Knox Company, an Arizona corporation, having an office at 1601 W. Deer Valley Road, Phoenix, AZ 85027 ("Knox") and the party entering into this Agreement, whether that party is Knox’s direct customer or is an end-user, shall be referred to collectively as "Customer."
WHEREAS, Knox is in the business of providing to customers, among other things, (i) its KnoxConnect® System (“KnoxConnect”), (ii) the “Knox Mobile App” mobile application (the “App”) and (iii) any other licensable systems or applications developed by Knox (collectively with KnoxConnect and the App, and as subscribed for by Customer, the “Provided Products”) in the form of a Software as a Service provider ("SaaS"),
WHEREAS, the Provided Products may include other ancillary programs and applications that may be downloaded or accessed by Customer in connection with the services provided herein;
WHEREAS, this Agreement shall be applicable to both Customer and any individual end-user of the Provided Products, and may be included as a “click-through” agreement within such Provided Products; and
WHEREAS, either (i) Customer wishes to subscribe for and purchase certain services from Knox, including the selected Provided Products, or (ii) an end-user wished to use the Provided Products, and Knox desires to provide the selected Provided Products to Customer or such end-user on the terms and conditions set forth herein, NOW, THEREFORE, the parties do hereby agree as follows:
1. Services. The specific services for the Provided Products™ (the "Services") to be provided to the Customer by Knox shall be set forth in one or more registrations for the Customer (each, a "Registration"). Such Registration(s) may be executed by the parties simultaneously herewith or at any time during the Term (as defined below) and may incorporate the terms of written proposals submitted by Knox to Customer with respect to the Services. Except to the extent otherwise provided in any such Registration, all terms and conditions of this Agreement shall be applicable to all Registrations and deemed incorporated therein. Knox hereby grants, only during the Term (as hereinafter defined), to Customer the right to obtain and use the Services in accordance with this Agreement. Knox may, from time to time, make modifications to the Services, provided that no modification may substantially diminish the functionality of the Services. Knox will provide reasonable advance notice to Customer of any changes to the Services.
2. Term. The term of this Agreement shall be twelve (12) months, commencing upon Activation (as defined below) (the "Initial Term"). After the Initial Term, this Agreement may be renewed by Customer by providing notice to Knox and paying the renewal invoice (Renewal Term). For purposes of this Agreement, the Initial Term and any Renewal Terms may be referred to as the "Term." The term "Activation" shall mean the date upon which Customer receives the email invitation from Knox to initiate the Customer's Provided Products , as indicated by Knox's records.
3. Knox Fees. In consideration of the provision of the Services to be rendered by Knox, Customer shall pay to Knox the fees as listed in Knox's price quote in effect as of the Effective Date of this Agreement. If applicable, any setup and development fees, as well as any other fees agreed to by the Customer, shall be paid in full upon execution by the parties of the document memorializing such fees.
4. Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement, except in the case of failure to pay by Customer, when such failure or delay is caused by or results from any causes outside the reasonable control of the affected party, including, but not limited to, fire, floods, embargoes, war, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, epidemics, omissions or delays in acting by any governmental authority; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. The affected party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.
5. Indemnification; Limitation of Liability. Customer, on its behalf and on behalf of any end-user designated by Customer making use of the Provided Products, agrees to indemnify, defend, and hold harmless Knox and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Provided Products or Customer’s breach of this Agreement, including, but not limited to, the content Customer submits or makes available through the Provided Products and including, but not limited to, any claims arising out of or relating to (i) Customer data, (ii) Customer’s configuration or use of the Services, or (iii) combination of the Services with systems, data, or software not provided by Knox.
The liability of Knox for all damages and costs shall not in any event exceed an amount equal to sums paid by Customer to Knox during the three (3) month period immediately preceding the act or event allegedly giving rise to liability on the part of Knox, or the amount of the current subscription, whichever is less, regardless of whether such claim is based upon breach of contract, negligence or other theory. Customer acknowledges that (i) the fees to be charged by Knox hereunder reflect the fact that the liability of Knox is limited as set forth herein and (ii) in the absence of such limitation, such fees would be substantially higher.
EXCEPT FOR KNOX’S INDEMNIFICATION OBLIGATIONS AND SECURITY BREACHES (AS DEFINED IN CHESTERFIELD COUNTY’S GENERAL TERMS AND CONDITIONS), IN NO EVENT SHALL KNOX BE LIABLE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM CUSTOMER'S USE OF THE SERVICES, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN CONTRACT, IN TORT OR OTHERWISE. CUSTOMER MAY NOT ASSERT ANY CLAIM AGAINST KNOX MORE THAN TWELVE (12) MONTHS AFTER SUCH CLAIM ACCRUED. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL KNOX BE LIABLE TO CUSTOMER OR ANY PERSON CLAIMING THROUGH CUSTOMER, FOR ANY DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID TO KNOX BY CUSTOMER FOR THE IMMEDIATELY PRECEDING THREE (3) MONTH PERIOD PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH DAMAGES.
6. Customer Obligations and Representations.
(a) Customer shall provide Knox, in a timely fashion, with all documents and information reasonably requested by Knox to perform the Services hereunder; shall otherwise reasonably cooperate with Knox in order to enable Knox to perform such Services; shall monitor and control access to the Services by its employees and agents; and shall insure that the Services are utilized in a manner which does not violate any federal, state or local law, rule or regulation (hereinafter collectively referred to as "Applicable Law"). Customer shall also (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer data, (b) maintain the confidentiality of passwords and account information required for access to the Services, (c) prevent unauthorized access to, or use of the Services, and (d) notify Knox promptly of any unauthorized use or access of the Services. Customer represents and warrants that no contractual obligations exist that would prevent Customer from entering into this Agreement and that it has requisite authority to execute, deliver, and perform this Agreement.
(b) License Restrictions. Customer agrees that it shall not:
(i) copy Provided Products, except as expressly permitted by this license;
(ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of Provided Products;
(iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Provided Products or any part thereof;
(iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from Provided Products, including any copy thereof;
(v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Provided Products, or any features or functionality of Provided Products, to any third party for any reason, including by making Provided Products available on a network where it is capable of being accessed by more than one device at any time;
(vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting Provided Products;
(vii) use Provided Products in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments; or
(viii) use, copy, modify, or distribute any Provided Products or Services in any manner not expressly permitted in this Agreement.
(c) The person executing this Agreement on behalf of Customer below, or by clicking-through this Agreement and agreeing to the terms hereof, hereby represents and warrants to Knox that such person is an agent of Customer and able to bind Customer to the terms hereof, and by his or her execution or acceptance of this Agreement, the Customer shall be bound by the terms of this Agreement.
7. Knox Obligations. Representations and Warranties. Knox warrants and represents that it has the right to provide the Services and the Provided Products; that the Services and the Provided Products will not knowingly infringe on any United States copyrights, trademarks or patents held by others; that its employees will exercise due care and diligence in providing the Services to Customer; that the Services will perform functionally in material compliance as described in the technical documentation provided to Customer, . Knox agrees, subject to Section 5 hereof, to indemnify and hold Customer harmless from and against any liability, loss, damage, cost, penalty or expense of any kind arising out of or in any way relating to (i) claims arising out of infringement of the Services of any United States copyright, trademark, patent or other intellectual property right arising under United States law (ii) the violation by Knox of any Applicable Law in its provision of the Service; and/or (iii) Knox’s grossly negligent or intentionally wrongful acts or omissions; provided however, that Knox is promptly advised of any such claim or action and has sole control of the defense of any such action and all negotiations for its settlement or compromise, and the liability of Knox under this Section shall be limited in accordance with Section 5. If at any time use of the Services are enjoined or discontinued because of a settlement, Knox shall have the right, at its sole option and expense, to either procure for Customer the right to continue using the Services, replace or modify the Services so that they become non-infringing or grant Customer a credit for the unused Services. Knox shall not have any liability to Customer if the infringement or other violation of a third-party right is based in any way upon the use of Services in combination with Customer input or contributions, software not furnished by Knox, or any Services which have been modified or altered by a party other than Knox or in a manner not otherwise approved by Knox, or any use of the Services that are not in accordance with this Agreement.
THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY KNOX. KNOX DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT AS SET FORTH HEREIN, THE PROVIDED PRODUCTS ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITATION TO THE FOREGOING, KNOX PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT PROVIDED PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO CUSTOMER.
8. Invoices; Payment. Upon receiving a Purchase Order from Customer, Knox will send Customer an invoice. Payment will be due thirty (30) days after Customer’s receipt of a correct invoice. In the event any invoice (except any disputed portion) remains unpaid by Customer for five (5) days after its due date, Knox may, without prejudice to any of its other rights hereunder, suspend Customer’s access to and use of the Services upon five (5) days written notice to Customer.
9. Termination by Customer. Customer may terminate this Agreement in the event of a material breach by Knox that is not cured within forty-five (45) days following written notice to Knox stating, with particularity and in reasonable detail, the nature of the claimed breach.
10. Termination by Knox. If Customer:
A. fails to pay any correct invoice submitted by Knox (except any portion disputed pursuant to Section 8 hereof) within thirty (30) days of its due date; or
B. breaches this Agreement in any material respect or otherwise defaults in any material respect in the performance of any obligations and fails to cure such breach or default within thirty (30) days after notice thereof is given to Customer by Knox; or
C. commits an act of bankruptcy, becomes insolvent or becomes the subject of any proceeding under the Bankruptcy Code, which proceeding is not dismissed within thirty (30) days after it is filed; or
D. violates any Applicable Law in its utilization of the Services or of the information obtained through such utilization; then, in any such event, Knox may, after providing written notice, terminate this Agreement.
11. Remedies; Return of Customer Data.
A. In the event of termination by Knox pursuant to Section 10, all amounts paid by Customer will be retained by Knox and Customer will not be entitled to any refund.
B. Such amount shall be recoverable by Knox as liquidated damages and not as a penalty. Customer acknowledges and agrees that the damages that Knox would sustain in the event of a default by Customer would be extremely difficult, if not impossible, to ascertain and that the foregoing measure of damages is reasonable under the circumstances.
C. In the event of termination by Customer pursuant to Section 9, Knox shall refund to Customer any prepaid fees, pro-rated to the date of termination.
D. Remedies contained in this Section are cumulative and are in addition to the other rights and remedies available to the parties under this Agreement, by law, in equity or otherwise.
E. For a period of sixty (60) days following expiration or termination of the Agreement (the “Grace Period”), Knox will allow Customer access to the Services in order for Customer to copy or transport Customer data. During this period, no additional Customer data will be allowed to be uploaded onto the KnoxConnect site. Approximately sixty (60) days after the Grace Period, Knox will send Customer an audit file of Customer data contained on the KnoxConnect site. At such time, Knox shall have no further obligation to maintain or provide any Customer data and shall thereafter, unless legally prohibited, delete all Customer data in its systems or otherwise in its possession or under its control and Customer shall no longer have any access to the KnoxConnect or the Services.
12. Taxes. Customer is exempt from payment of federal excise tax and state and local sales and use tax. Customer shall provide Knox a tax exemption certificate upon request.
13. Access to Services.
A. Procedures. Customer agrees to comply with any regulatory requirements applicable to Customer and with reasonable operating and access procedures for use of the Services established by Knox and furnished from time to time to Customer.
B. Internet Access; Computers; Equipment. Customer shall, throughout the Term, arrange to obtain, at its cost, such inter- net access, computer terminals and other equipment as shall at all times be sufficient or necessary to access the Services.
C. Unless provided otherwise in a Registration, the Services are for business use by Customer only. Customer will not permit any third party use of the Services or allow access to the Services from sites outside of Customer’s business premises except as authorized in writing by Knox. The Services are to be used only for the purposes specified in this Agreement and the Registrations.
D. Updates. Knox may from time to time in its sole discretion develop and provide Provided Product updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. Customer agrees that Knox has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
E. Third-Party Materials. The Provided Products may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). Customer acknowledges and agrees that Knox is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Knox does not assume and will not have any liability or responsibility to Customer or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to Customer, and Customer’s access and use them entirely at your own risk and subject to such third parties' terms and conditions.
14. Ownership. Customer acknowledges (i) that this Agreement does not convey to Customer any license or other ownership right in the Services; (ii) that all such Services are and shall remain the sole and exclusive property of Knox; and (iii) that the only right granted to Customer hereunder is the right to obtain and use the Services in accordance with this Agreement and in consideration of the fees provided for herein and subject to the other terms and conditions of this Agreement. Further, Customer acknowledges and agrees that Knox shall have exclusive rights to the key codes associated with or related to any Devices (as defined below).
15. Confidentiality.
A. Definitions. For purposes of this Section 15, the following definitions shall apply:
i. Customer Information. “Customer Information” means: (A) confidential plans, customer lists and other proprietary materials of Customer; and
(B) any information or data provided by Customer in connection with its use of the Service, including, but not limited to: (i) information regarding users of Customer’s KnoxConnect details regarding devices owned by Customer or used in connection with the KnoxConnect, such as KeySecure, MedVault, Knox Keys, Knox Locks, Docking stations, mechanical keys, mechanical lock systems, master keys and lock cores, including any key codes associated with any of the foregoing, regardless of if such devices were in use prior to the Effective Date (collectively, “Devices”); configuration of Devices; status of Devices, such as online/offline, synced/not synced); audit trails of Devices; lists of groups consisting of users and Devices; list of lock codes; configuration of lock codes; and KnoxConnect event log. Knox acknowledges that Customer Information is the sole property of Customer.
ii. Knox Information. “Knox Information” means: (A) confidential plans, information, research, development, trade secrets, business affairs and other proprietary material of Knox; and (B) Knox’s proprietary computer programs, including software, documentation, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein.
iii. Information. “Information” means Customer Information and Knox Information.
B. Exclusions. Notwithstanding the foregoing, no obligation of confidentiality shall apply to (A) any Information that the receiving party (“Recipient”) (i) already possesses without obligation of confidentiality; (ii) develops independently without use of the other party’s Information; or (iii) rightly receives without obligation of confidentiality from a third party or (B) any Information that is, or becomes, publicly available without breach of this Agreement. Without limiting the generality of the foregoing, the parties agree that all changes, enhancements, additions and alterations to the Services made by Knox at the suggestion or request of Customer shall be the sole property of Knox, and Customer agrees to sign and execute all lawful papers to confirm Knox’s ownership and to allow Knox to secure any applicable intellectual property rights.
Further, Customer acknowledges that during the Term of this Agreement and for as long as Knox is providing the Services to Customer and/or Customer has access to the KnoxConnect, Knox will have access to all Customer Information, provided, however, that Knox will only use such Customer Information in connection with providing the Services.
C. Obligations. Recipient agrees to hold as confidential all Information it receives from the disclosing party (“Discloser”). All Information shall remain the property of the Discloser. Recipient will use the same care and discretion to avoid disclosure of Information as it uses with its own similar confidential information that it does not wish disclosed, but in no event less than a reasonable standard of care. Recipient may use Information for any purpose that does not violate such obligation of confidentiality. Recipient may disclose Information to (i) employees and employees of affiliates who have a need to know and who are bound by the confidentiality obligations of this Agreement; and (ii) any other party with Discloser’s written consent. Recipient may disclose Information to the extent required by law; however, to the extent permitted by law, Recipient agrees to give Discloser prompt notice so that it may seek a protective order. The provisions of this sub-section shall survive any termination or expiration of this Agreement.
D. Unauthorized Disclosure; Remedies. If a party believes that there has been an unauthorized disclosure of Confidential Information, it shall promptly notify the other party in no event later than five (5) days after discovery. The parties will reasonably assist each other in remediating or mitigating any potential damage. The cost of remediation or mitigation shall be borne by each party to the extent the breach or incident was caused by it. If a party discloses or uses (or threatens to disclose or use) any of the other party’s Confidential Information in breach of this Section, the disclosing party shall have the right, in addition to any other remedies available to it, to the extent permitted by law, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
E. Legal Process. In the event that a subpoena or other legal process in any way concerning the Discloser’s Confidential Information is served upon the Receiver, the Receiver shall, if lawfully permitted to do so, notify the Discloser immediately upon receipt of such subpoena or other legal process and shall cooperate with the Discloser in any lawful effort by the Discloser to contest the legal validity of such subpoena or other legal process.
F. Notwithstanding anything to the contrary herein, Customer acknowledges that when it or its end user downloads, installs, or uses the Provided Products, Knox may use automatic means (including, for example, cookies and web beacons) to collect information about Customer or Customer’s employees’ or contractors’ mobile devices, web browser, and about such parties’ use of the Provided Products. Customer also may be required to provide certain information about itself, or in the event an end user is an individual, about themsevles as a condition to downloading, installing, or using the Provided Products or certain of their features or functionality. All information Knox collects through or in connection with the Provided Products shall be handled in accordance with applicable law and Knox’s Privacy Policy. By downloading, installing, using, and providing information to or through the Provided Products, Customer and any end-user consents to all actions taken by Knox with respect to such party’s information in compliance with the Privacy Policy.
16. Aggregate/Amonymous Data. “Aggregate/Anonymous Data” means (i) data generated by aggregating Customer data or Information with other data so that results are non-personally identifiable with respect to Customer or its users and (ii) anonymous learnings, logs and data regarding use of the Services. Customer agrees that Knox will have the right to generate Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Knox property, which Knox may use for any business purpose during or after the Term of this Agreement, including, without limitation, to develop and improve Knox’s products and services and to create and distribute reports and other materials. Knox will not distribute Aggregate/Anonymous Data in a manner that personally identifies Customer or its users.
17. Vendor Management; Audit information
A. Knox will assist Customer in complying with its regulatory vendor/service provider management obligations by providing Customer, upon request, with (i) an overview of its security processes and hosting environment, and (ii) its hosting provider’s security-related audit reports, certificates of compliance or certifications to the extent made available by such provider.
B. Knox will cooperate with Customer, at Customer’s expense, in responding to requests relating to the items listed in Section A above made by any federal or state agency having jurisdiction over Customer.
C. Knox represents that it has established, and will maintain throughout the Term, a business continuity/disaster recovery plan that applies to the Services.
D. All materials provided to Customer under this Section shall be considered Knox Information and shall be subject to the Confidentiality Provisions of Section 15 of this Agreement.
E. Knox represents that the Service is hosted, and that all data is located, and will continue to be located throughout the Term, exclusively within the United States of America.
18. Recruitment of Employees. Each party agrees not to knowingly hire the other party’s employees during the term of this Agreement and for a period of six (6) months after expiration or termination, except with the prior written consent of the other party.
19. General.
A. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as expressly provided in this Agreement. There are no third-party beneficiaries to this Agreement.
B. Binding Agreement. This Agreement is binding upon the parties and their respective successors and permitted assigns. Neither this Agreement nor any interest herein may be sold, assigned, transferred, pledged or otherwise disposed of by either Party, whether pursuant to change of control or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
C. Incorporation of Chesterfield County’s General Terms and Conditions. Chesterfield County’s General Terms and Conditions, which are attached hereto as Exhibit A, are hereby incorporated into and made part of this Agreement by reference. To the extent there is a conflict between the terms of this Agreement and the terms of Chesterfield County’s General Terms and Conditions, the terms of Chesterfield County’s General Terms and Conditions will control.
D. No Online Terms. No terms or conditions on Knox’s website or any mobile application will be binding on Customer or its employees or agents. Any statement that Customer or its employees or agents automatically accepts such terms or conditions by accessing or using the Services shall be null and void as to Customer and its employees and agents.
E. Entire Agreement. This Agreement, including all documents incorporated herein, constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof, including confidentiality obligations of the parties, and supersedes all previous agreements with respect thereto. Modifications of this Agreement must be in writing and signed by duly authorized representatives of the parties. Each party hereby acknowledges that it has not entered into this Agreement in reliance upon any representations made by the other party that have not been embodied herein.
F. Severability. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.
G. Governing Law. This Agreement shall be governed by the laws of the State of Arizona, without reference to conflict of law principles. The Parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the District Court in Maricopa County, Arizona.
H. Notices. Any written notice required or permitted to be given hereunder shall be given: (i) by Registered or Certified Mail, Return Receipt Requested, postage prepaid; or (ii) by confirmed facsimile; or (iii) by nationally recognized overnight courier service, in each case directed to the other party at the address set forth hereinafter or to such other address as a party may designate in writing. All such notices shall be effective upon receipt.
I. No Waiver. The failure of either party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature.
J. Survival. All rights and obligations of the parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
