Last Updated: March 2026
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE OR BY EXECUTING AN ORDERING DOCUMENT (AS DEFINED BELOW) THAT REFERENCES THESE TERMS OF SERVICE (COLLECTIVELY, THE TERMS OF SERVICE AND ORDERING DOCUMENT, INCLUDING ANY OTHER DOCUMENTS INCORPORATED BY REFERENCE IN EITHER OF THE FOREGOING, THIS "AGREEMENT"), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. YOU, THE INDIVIDUAL ACCEPTING THESE TERMS OF SERVICE OR EXECUTING THE ORDERING DOCUMENT, REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER IDENTIFIED IN THE ORDER FORM OR OTHERWISE ASSOCIATED WITH THE IPX SERVICE (AS DEFINED BELOW) ACCOUNT ("CUSTOMER"). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE IPX SERVICE.
This Agreement, by and between Customer and Integrated Projects Technology Inc. ("IPX"), is effective as of the effective date set forth in the Ordering Document or, if none, the date on which Customer clicks a box accepting this Terms of Service (the "Effective Date"). This Agreement governs Customer's use of IPX's proprietary software-as-a-service platform and related technologies and service offerings (the "IPX Service"), which analyzes and converts certain raw spatial data into interactive three-dimensional digital models that support, facilitate and streamline design and construction processes. Each of IPX and Customer may be referred to individually as a "Party" or collectively as "Parties".
1. Access to IPX Service
1.1 Access Grant
IPX will use commercially reasonable efforts to make the IPX Service available to Customer. Subject to the terms and conditions of this Agreement, IPX hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the IPX Service during the Term (as defined below), solely for Customer's internal business purposes. Customer will be provided with, and may only access the IPX Service through, one (1) user login, unless otherwise agreed in the Ordering Document or in another writing between the Parties.
1.2 Restrictions and Responsibilities
Customer will not use the IPX Service for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the IPX Service; (b) modify, translate, or create derivative works based on the IPX Service; (c) use the IPX Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels.
Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the IPX Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like. Customer will also be responsible for maintaining the confidentiality of Customer's usernames, passwords and account details, and for any actions taken by parties with access to such usernames and passwords. Customer agrees not to disclose such usernames and passwords to any third parties (other than employees of Customer). Customer will inform IPX immediately if it discovers that any such username and/or password has been disclosed or made available to a third party, or that any unauthorized third party is otherwise accessing or using the IPX Service. Without limiting any other rights or remedies set forth herein or available pursuant to law, IPX may immediately suspend Customer's access to the IPX Service if Customer is in breach of any term or condition of this Agreement.
1.3 License to Customer Data
Customer hereby grants to IPX a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors and consultants performing services on behalf of IPX), non-transferable (subject to Section 11.6) right and license to copy, distribute, display, create derivative works of and otherwise use the content, models, data and information (a) submitted, transmitted or uploaded by Customer via the IPX Service or (ii) generated for and provided to Customer as output via the IPX Service (collectively, the "Customer Data") to (i) provide the IPX Service and otherwise perform IPX's obligations under this Agreement, and (ii) create deidentified data that does not identify Customer or any individuals associated therewith ("Deidentified Data"). For the avoidance of doubt, Deidentified Data is not Customer Data and can be used by IPX for any valid business purpose, such as to improve and develop IPX's products and services, including by training and developing models and/or algorithms. Each Party will comply with its obligations under the Data Processing Addendum set forth at https://www.integrated-projects.com/data-management.
1.4 Feedback
Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback ("Feedback") to IPX with respect to the IPX Service. IPX will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to IPX a royalty-free, fully paid up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. Customer acknowledges and agrees that Feedback is not Confidential Information (as defined below).
1.5 Third Party Services
The IPX Service may enable access to or integration with certain third party services, products, solutions, software, application programming interfaces and/or other technology which are currently or may be in the future utilized by Customer and with respect to which Customer has a separate contractual relationship with the applicable third party (collectively, the "Third Party Services"). The Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and Customer may be required to authenticate to or create separate accounts to use Third Party Services. Some Third Party Services may provide IPX with access to certain information that Customer has provided to such Third Party Services. Any data, information or other materials related to Customer collected via or received by IPX from any Third Party Service will be deemed Customer Data.
IPX has no control over and is not responsible for such Third Party Services, including the accuracy, availability, reliability or completeness of information shared by or available through the Third Party Services, or on the privacy practices of the Third Party Services. IPX will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services. Any dealings Customer has with third parties while using the IPX Service are between Customer and the third party. IPX is not liable for any loss caused by or claim that Customer may have against any such third party or that arise under Customer's agreements with any such third party.
1.6 Free Features
IPX may, in its sole discretion, make certain features of the IPX Service available free of charge from time to time ("Free Features"). Notwithstanding any other provision of this Agreement, IPX provides the Free Features (a) free of charge and without support and (b) "AS IS". IPX does not provide any indemnities, service level commitments or warranties, express or implied, including warranties of merchantability, title, non-infringement, and fitness for a particular purpose, in relation to the Free Features. IPX or Customer may terminate Customer's access to the Free Features at any time.
2. Ordering Documents; Professional Services
2.1 Ordering Documents; Project Scope
Customer and IPX or an authorized reseller of IPX may enter into an ordering document which, with these Terms of Service, governs Customer's use of the IPX Service (each, an "Ordering Document"). An Ordering Document may consist of: (a) a Service Authorization Form pursuant to which Customer engages IPX to provide discrete, standalone, and non-recurring Professional Services (a "SAF") or (b) an Enterprise Agreement pursuant to which Customer (i) purchases a subscription to the IPX Service for the term specified therein and (ii) engages IPX to provide ongoing Professional Services as further described therein (an "Enterprise Agreement").
In each case, the specific professional services will be described in separate Project Scopes executed by the Parties (each, a "Project Scope"), with such services potentially including the use of IPX's proprietary tools, SCANIT (which performs 3D scanning services) or BIMIT (which performs scan-to-BIM/CAD modeling services) and other project consulting services (the "Professional Services"). Each Project Scope will be executed by Customer and IPX (or an authorized reseller of IPX) and will be governed by this Agreement. Each Ordering Document will set forth the scope of the relationship, its duration, the Customer's contact information and the non-project-specific fees to be paid in connection therewith. Each Project Scope will set forth a description of the applicable project and related Professional Services, as well as the fees to be paid in connection therewith.
Notwithstanding the foregoing, in the event that Customer enters into an Ordering Document and/or Project Scope with an authorized reseller of the IPX Service, such Ordering Document or Project Scope, as applicable, will control with respect to the payment terms and fees, the duration of the relationship, and in certain circumstances as indicated by the applicable reseller, the provision of Deliverables and use of the Customer Data, and will otherwise be subject to the terms and conditions of these Terms of Service.
2.2 Assistance; Delays
Customer understands that IPX's performance of the Professional Services is dependent in part on Customer's actions. Accordingly, Customer will provide IPX with the necessary items and assistance specified in the applicable Ordering Document and Project Scope in a timely manner. Any dates or time periods relevant to performance by IPX hereunder will be appropriately and equitably extended to account for any delays or change in assumptions due to Customer. If a Customer delay or change would materially change the economics of IPX's performance or materially extends the time for performance, IPX may terminate the applicable Ordering Document or Project Scope upon thirty (30) days' written notice.
2.3 Change Proposals
Upon the receipt of a proposal from Customer to change the terms of a Project Scope (a "Change Proposal"), IPX will promptly provide (a) an impact analysis of such Change Proposal and (b) its financial impact (if any) and, upon mutual agreement, it will be signed by the Parties in the form of a mutually agreed written amendment to a Project Scope. The Parties agree that material changes to a Project Scope will require a new Project Scope.
2.4 Access to Premises
Customer will be solely responsible for coordinating building access, security clearances, required escorts, and any necessary utility or elevator access, and for ensuring that the any premises on which Professional Services are to be performed ("Premises") are safe and reasonably accessible at the times mutually agreed upon by the Parties for performance of the Professional Services. Customer will ensure that IPX personnel performing the Professional Services are granted timely access to, and authorization to enter, the Premises. Customer will further be responsible for the timely submission of all documentation, information, approvals, and other inputs required for IPX to perform the Professional Services. Customer acknowledges and agrees that any delay attributable to Customer will automatically extend any applicable milestones or deadlines set forth in the relevant Project Scope on a day-for-day basis, and IPX will have no liability arising from or related to such delays.
3. Proprietary Rights
3.1 Ownership of IPX Service
Customer acknowledges and agrees that, as between the Parties, IPX retains all right, title and interest in and to (a) the IPX Service, (b) all intellectual property owned by IPX prior to the Effective Date, (c) all intellectual property developed independently of the activities performed under this Agreement, (d) all improvements, enhancements, updates or modifications to any of the foregoing and (e) all intellectual property rights related to any of the foregoing (a)-(d) (collectively, "IPX IP"). IPX grants no, and reserves any and all, rights in the IPX IP other than the rights expressly granted to Customer under this Agreement with respect to the IPX Service. Customer will acquire no right, title, or interest in and to any IPX IP other than the limited licensed rights expressly granted under this Agreement.
3.2 Ownership of Deliverables
Upon payment of all fees paid with respect to a Project Scope, IPX hereby assigns to Customer all of its right, title and interest in and to the custom output created or generated via the IPX Service or in connection with the performance of the Professional Services and provided to Customer, in each case, as more fully described and identified in the applicable Project Scope (the "Deliverables"). For clarity, Deliverables may include point cloud files, 3D BIM models, CAD plans and any other derived digital building assets, in each case as identified in the applicable Project Scope. For the avoidance of doubt, the Deliverables do not include any IPX IP. To the extent that any IPX IP is incorporated into any Deliverable and subject to Customer's compliance with this Agreement, IPX hereby grants to Customer a non-exclusive, non-transferable (except as permitted under Section 11.6), non-sublicensable, limited license to use the IPX IP solely as necessary for Customer's internal use of the Deliverables.
3.3 Ownership of Customer Data
Notwithstanding the foregoing, except for the limited rights expressly granted to IPX under this Agreement, Customer retains all right, title and interest in and to the Customer Data.
4. Fees; Payment Terms
4.1 Fees; Payment Terms
In exchange for use of the IPX Service, the performance of the Professional Services and the rights granted pursuant to this Agreement, Customer will pay to IPX the applicable fees set forth on the Ordering Document and the Project Scope. Notwithstanding the foregoing, in the event that Customer enters into an Ordering Document with IPX's authorized reseller, Customer will pay the applicable fees set forth therein directly to the reseller. Customer will pay all fees in accordance with the payment terms set forth in the applicable Ordering Document. All payments must be made in U.S. dollars via Stripe (as defined below), credit card, ACH or check. Payment obligations are non-cancelable and all fees paid are non-refundable. Past due amounts will bear a late payment charge, until paid, at the rate of one and one half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. Customer is responsible and liable for any fees, including attorney and collection fees, that IPX may incur in its efforts to collect any remaining balances from Customer.
4.2 Payment Processing
To facilitate payment of the fees set forth in the applicable Ordering Document and/or the Project Scope via bank account, credit card, or debit card, IPX uses Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to this Agreement, Customer also agrees to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time.
Customer hereby authorizes (a) IPX (via Stripe) to automatically bill the credit card or other payment instrument that Customer provides in accordance with the payment schedule set forth in the Ordering Document or the Project Scope, and (b) Stripe to store and continue billing its specified payment method even after such payment method has expired, to avoid interruptions in payment for Customer's use of the IPX Service. Customer represents and warrants that the information provided with respect to its credit card or other payment instrument is true and that Customer is authorized to use such payment instrument. Customer will promptly update such information if there are any changes thereto.
4.3 Net of Taxes
All amounts payable by Customer to IPX hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, knowhow payments, customs, privilege, excise, sales, use, value added and property taxes (collectively "Taxes"). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of IPX. Customer will not withhold any Taxes from any amounts due to IPX.
5. Term; Termination
5.1 Term; Termination
This Agreement will commence on the Effective Date and continue until: (a) with respect to an Enterprise Agreement, the initial term set forth in the Ordering Document; or (b) with respect to a SAF, the completion of the Professional Services described therein and in the associated Project Scopes, in each case, unless earlier terminated in accordance with this Agreement. Unless otherwise set forth in an Enterprise Agreement, the initial term will automatically renew for renewal terms of equal duration, unless either Party elects not to renew by providing written notice to the other Party prior to the non-renewal notice period set forth in such Enterprise Agreement. Unless otherwise set forth in the Ordering Document, either Party may terminate this Agreement upon written notice to the other Party if such other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days' of receipt of written notice thereof. Project Scopes will automatically terminate upon termination of this Agreement.
The "Term" of this Agreement means: (i) with respect to an Enterprise Agreement, the initial term set forth therein and any applicable renewal terms; and (ii) with respect to a SAF, the period commencing on the Effective Date and continuing until the completion of the applicable Professional Services, subject, in each case, to earlier termination as expressly permitted in this Agreement.
5.2 Effect of Termination
In the event that this Agreement expires or is terminated for any reason, (a) all rights granted to Customer with respect to the IPX Service will immediately terminate, (b) IPX will cease providing Customer with the Professional Services, and all Project Scopes will immediately terminate, and (c) Customer will (i) cease use of the IPX Service, and (ii) pay to IPX all amounts due and owing under this Agreement and all Project Scopes (to the extent not previously paid). In addition, upon expiration or termination of this Agreement, each Recipient (as defined below) will return to the Discloser (as defined below) or destroy, at the Discloser's election, all of the Discloser's Confidential Information and all copies or other tangible embodiments thereof.
5.3 Survival
Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 1.2 (Restrictions and Responsibilities), 1.4 (Feedback), 3 (Ownership; Reservation of Rights), 4 (Fees; Payment Terms), 5 (Term; Termination), 6 (Confidentiality), 7.2 (Disclaimers), 7.3 (No Professional Advice), 8 (Limitations of Liability), 9 (Indemnification) and 11 (General) will survive.
6. Confidentiality
6.1 Definition of Confidential Information
"Confidential Information" means, subject to the exceptions set forth in Section 6.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a Party (the "Discloser") to the other Party (the "Recipient") and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser's business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, supplier billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section 6.2 hereof.
6.2 Exceptions to Confidential Information
Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient's failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
6.3 Use and Disclosure of Confidential Information
The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient's employees and contractors who are required to have access to such Confidential Information in connection with the performance of the Recipient's obligations, or the exercise of the Recipient's rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees or contractors are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.
6.4 Disclosures Required by Law
In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.
7. Representations and Warranties; Disclaimer
7.1 Mutual Representations and Warranties
Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties. In addition, IPX represents, warrants and covenants that all Professional Services will be performed in a professional and workmanlike manner, and Customer represents, warrants and covenants that (i) it has all rights necessary to permit IPX to use the Customer Data as contemplated hereunder and (ii) the Customer Data will be true, accurate and complete.
7.2 Disclaimers
The Deliverables reflect site conditions as of the date of the applicable 3D site scan. IPX will identify in the applicable Project Scope the tolerance levels associated with the Deliverables. Such tolerance levels constitute reasonable estimates based on IPX's professional judgment and are not guarantees of accuracy. Actual variances may occur and may be affected by factors including, without limitation, total project square footage and the complexity of the space. The Deliverables are provided for informational purposes only and are not intended to, and will not, serve as a substitute for professional structural, mechanical, electrical, plumbing (MEP), or architectural design services. Customer acknowledges and agrees that appropriate professional review, validation, and approval, as well as compliance with all applicable permitting and other legal or regulatory requirements, are required prior to the use of any Deliverables in connection with construction or implementation.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE IPX SERVICE AND THE PROFESSIONAL SERVICES ARE PROVIDED ON AN "AS-IS" BASIS AND IPX DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. IPX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. IPX DOES NOT WARRANT THAT THE IPX SERVICE IS ERROR-FREE OR THAT OPERATION OF THE IPX SERVICE WILL BE SECURE OR UNINTERRUPTED.
8. Limitations of Liability
8.1 Disclaimer of Consequential Damages
EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER'S BREACH OF SECTION 1.2 (RESTRICTIONS AND RESPONSIBILITIES) ABOVE AND (B) EITHER PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY) ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
8.2 General Cap on Liability
EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER'S BREACH OF SECTION 1.2 (RESTRICTIONS AND RESPONSIBILITIES) ABOVE, (B) EITHER PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY) ABOVE, AND (C) A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 9.1 AND 9.2 BELOW, AS APPLICABLE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY'S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO IPX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
8.3 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
9. Indemnification
9.1 Indemnification by IPX
IPX will indemnify, defend and hold Customer and the officers, directors, agents, and employees of Customer ("Customer Indemnified Parties") harmless from settlement amounts and damages, liabilities, penalties, costs and expenses ("Liabilities") that are payable to any third party by the Customer Indemnified Parties (including reasonable attorneys' fees) arising from any claim, demand or allegation by a third party that the IPX Service infringes or misappropriates any United States copyright or trade secret (except for claims for which IPX is entitled to indemnification under Section 9.2, in which case IPX will have no indemnification obligations with respect to such claim). IPX will have no liability or obligation under this Section 9.1 with respect to any Liability if such Liability is caused in whole or in part by: (a) modification of the IPX Service by any party other than IPX; (b) the combination, operation, or use of the IPX Service with other product(s), data or services where the IPX Service would not by itself be infringing; or (c) unauthorized or improper use of the IPX Service. This Section 9.1 states IPX's entire obligation and Customer's sole remedies in connection with any claim regarding the intellectual property rights of any third party.
9.2 Indemnification by Customer
Customer will indemnify, defend and hold IPX and the officers, directors, agents, and employees of IPX ("IPX Indemnified Parties") harmless from Liabilities that are payable to any third party by the IPX Indemnified Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of or is in connection with (a) any use by Customer of the IPX Service in violation of this Agreement, (b) the Customer Data, including IPX's use of the Customer Data in accordance with this Agreement, or (c) Customer's violation of any terms and conditions related to and/or governing use of any Third Party Services.
9.3 Action in Response to Potential Infringement
If the use of the IPX Service or any portion thereof by Customer has become, or in IPX's opinion is likely to become, the subject of any claim of infringement, IPX may at its option and expense (a) procure for Customer the right to continue using the IPX Service as set forth hereunder; (b) replace or modify the IPX Service to make it non-infringing so long as the IPX Service has at least equivalent functionality; (c) substitute an equivalent for the IPX Service or (d) if options (a)-(c) are not reasonably practicable, terminate this Agreement.
9.4 Indemnification Procedure
If a Customer Indemnified Party or an IPX Indemnified Party (each, an "Indemnified Party") becomes aware of any matter it believes it should be indemnified under Section 9.1 or Section 9.2, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.
10. Government Matters
Customer may not remove or export from the United States or allow the export or re-export of the IPX Service, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the IPX Service (including the software, documentation and data related thereto) are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
11. General
11.1 Force Majeure
No Party hereto will have any liability under this Agreement for such Party's failure or delay in performing any of the obligations imposed by this Agreement to the extent such failure or delay is the result of any event beyond such Party's reasonable control, including: (a) any fire, explosion, unusually severe weather, natural disaster or Act of God; (b) epidemic; any nuclear, biological, chemical, or similar attack; any other public health or safety emergency; any act of terrorism; and any action reasonably taken in response to any of the foregoing; (c) any act of declared or undeclared war or of a public enemy, or any riot or insurrection; (d) damage to machinery or equipment; any disruption in transportation, communications, electric power or other utilities, or other vital infrastructure; or any means of disrupting or damaging internet or other computer networks or facilities; (e) any strike, lockout or other labor dispute or action; or (f) any action taken in response to any of the foregoing events by any civil or military authority.
11.2 Severability
In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder will continue in effect, to the extent consistent with the intent of the Parties as of the Effective Date. The terms and conditions of this Agreement are severable. If any term or condition of this Agreement is deemed to be illegal or unenforceable under any rule of law, all other terms will remain in force. Further, the term or condition which is held to be illegal or unenforceable will remain in effect as far as possible in accordance with the intention of the Parties as of the Effective Date.
11.3 Relationship of the Parties
Nothing in this Agreement will be construed to place the Parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third Parties. Neither Party will represent to the contrary, either expressly, implicitly or otherwise.
11.4 Remedies
Each Party acknowledges that a breach by it of any of the terms of Section 6 may cause irreparable harm to the Discloser for which Discloser could not be adequately compensated by money damages. Accordingly, Recipient agrees that, in addition to all other remedies available to Discloser in an action at law, in the event of any breach or threatened breach by the Recipient of the terms of this Agreement, the Discloser may seek, from any court of competent jurisdiction and without the necessity of proving actual damages or posting any bond or other security, temporary and permanent injunctive relief, including specific performance of the terms of Section 6.
11.5 Governing Law; Consent to Jurisdiction
The law, including the statutes of limitation, of the State of New York will govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction. Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America for any litigation among the Parties hereto arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, waives any objection to the laying of venue of any such litigation in such courts and agrees not to plead or claim in any such court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of such courts.
11.6 Assignment; Delegation; Binding Effect
Neither Party may assign or transfer this Agreement in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign or transfer this Agreement without the written consent of the other Party to an affiliate or corporation or other business entity succeeding to all or substantially all the assets and business of the assigning Party to which this Agreement relates by merger or purchase. IPX may delegate its duties hereunder to subcontractors, provided that IPX will bear full liability and responsibility for their acts and omissions. Any attempted assignment, delegation or transfer by a Party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and permitted assigns.
11.7 Notices
All notices under this Agreement will be in writing and will reference this Agreement. Notices will be deemed given: (a) when delivered personally; (b) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (c) by email for which receipt is confirmed or (d) one (1) day after deposit with an internationally recognized commercial overnight carrier, with written verification of receipt. All IPX notices to Customer will be sent to the address provided on the Ordering Document, if applicable, or otherwise associated with Customer's account, and all Customer notices to IPX will be sent to the address provided on the Ordering Document, or if there is no Ordering Document, to 575 5th Avenue, 14th Floor, New York, New York 10017; provided, that each Party may update its notice address by providing written notice to the other Party in accordance with this Section 11.7.
11.8 No Waiver; Amendments
Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. No amendment or modification to this Agreement will be binding unless in a writing signed by each Party.
11.9 Complete Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. To the extent of any conflict or inconsistency between the provisions in the body of these Terms of Service, the Ordering Document and the Project Scope, the terms of these Terms of Service will prevail, unless the Ordering Document or Project Scope expressly amends a provision in these Terms of Service.