Terms and Conditions

1. Orders and Products

1. Order Form. Inmar will provide the Product to Client that are selected on the Order Form (“Order Form”) to which these terms and conditions (the “Terms and Conditions”) are attached, as more particularly described in the applicable Services Exhibits attached to or indicated on the Order Form (the “Services”) for Client’s location(s), a list of which Client provided in the applicable Order Form or in writing to Inmar, email to suffice (“Location(s)”,) that shall be considered to be attached hereto as the Location Exhibit and incorporated herein by reference.
2. Product refers to the Drug Deactivation System powered by Deterra, including pouches, containers, mounts and lockboxes that are manufactured by Verde Environmental Technologies, Inc., a Delaware corporation (“Manufacturer”) and distributed by Inmar.

2. Fees

As compensation for the Product, Client shall pay to Inmar those fees as set forth on the Order Form (the “Fees”). All amounts due hereunder are net amounts, and Client agrees that it will be responsible for all sales, use, or services taxes of any kind, if applicable, with the exception of taxes due on Inmar’s income.

3. Intellectual Property

All information regarding the Manufacturer provided by or on behalf of Manufacturer (collectively, “Product Materials”), and all intellectual property and proprietary rights in, to and under the Products are and shall remain Manufacturer’s sole and exclusive property, notwithstanding any sale of a physical unit. Each party shall own and continue to own all rights it may have in intellectual property developed, invented, gathered, or created by it before or during the Term of this Agreement. Except for the license grant set forth in the immediately succeeding paragraph, this Agreement shall not be construed to grant to either party any right, title, or interest in any intellectual property rights owned by the other party. Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that Inmar uses to perform the Services under this Agreement, including all enhancements and improvements thereto, and including the Applications, Software, and Documentation, are and shall remain the exclusive property of Inmar.

4. Warranty; Disclaimer of Other Warranties

1. Warranties by Manufacturer. Manufacturer represents that all Products supplied pursuant to this Agreement shall comply with all applicable laws, rules and regulations and may be lawfully marketed, sold and distributed in the United States. Manufacturer warrants to Distributor that, at the time of delivery of the applicable Product and through the life cycle of the Product which has no expiration date, the Product will substantially conform to the applicable Product specifications in all material respects and be free from damage and/or defects in design, material and workmanship (the “Product Warranty”). This Section 6(c) shall survive termination of this Agreement.
2. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS SECTION, ALL, APPLICATIONS, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY INMAR ARE PROVIDED “AS IS.” INMAR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER... [Full disclaimer text follows]
3. Client agrees that it is the responsibility of Client to know and follow applicable federal, state, and local laws and regulations pertaining to the proper handling of Abandoned Medications, and Client shall not utilize the Mail-Back Envelopes in any manner that is not compliant with such applicable laws and regulations. As this service is intended for consumer use, it is not a DEA-registered service.

5. Limitation of Liability

UNLESS OTHERWISE LIMITED HEREIN, THE LIABILITY OF INMAR TO CLIENT UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT FOR THE PRODUCTS THAT CAUSED THE DAMAGES OR THAT IS THE SUBJECT OF OR IS DIRECTLY RELATED TO THE CAUSE OF ACTION. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH CLAIM IS LIMITED TO A REFUND OF THE FEES ACTUALLY PAID TO INMAR.

6. Indemnification

Except as otherwise limited herein, each party (the “Indemnitor”) agrees to defend, indemnify, and hold harmless the other party (the “Indemnitee”) and its officers, directors, and employees from and against any and all damages, losses, costs and expenses (including reasonable attorneys’ fees), judgments, and liabilities (collectively, “Expenses”) that (i) are made against or incurred by the Indemnitee in connection with a third party claim and (ii) arise out of or relate to acts or omissions of the Indemnitor in the performance of this Agreement that constitute gross negligence or willful misconduct on the part of the Indemnitor, so long as such Expenses are not primarily caused by the Indemnitee, its officers, directors, or employees.

7. Default

1. Any material breach of the terms of this Agreement that is not cured within thirty (30) days of receipt of written notice from the non-breaching party will constitute default of the Agreement by the breaching party.
2. Failure of Client to make any payment due to Inmar shall constitute default by Client if such nonpayment continues for a period of ten (10) days after receipt of written notice from Inmar.
3. Insolvency, receivership, bankruptcy, or any similar proceeding initiated against either party will constitute default by that party.

8. Recalls

In the event a recall, suspension or withdrawal of a Product is required by any regulatory agency, or if such action is deemed advisable by Inmar or the manufacturer (each a “Recall”), such Recall shall be implemented and administered by or at the direction of Inmar or the manufacturer, and in accordance with Manufacturer’s policies and procedures...

9. Notice

All notices, requests, demands, or other communications required or permitted herein shall be in writing and shall be deemed to have been duly given if personally delivered or if mailed by United States Postal Service certified or registered mail or by overnight courier to Client at the address set forth in the Agreement...

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law rules of such state.

11. Reduction of Statute of Limitation

No action arising out of this Agreement may be brought by either party more than one (1) year after the date on which the cause of action has accrued.

12. Entire Agreement

This Agreement, together with the Exhibits, Schedules, Order Forms and Statements of Work hereto, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof...

13. Modification

This Agreement, or any part thereof, may not be modified except by an agreement in writing executed by the parties.

14. Assignment/Binding Effect

This Agreement may not be assigned or transferred without the prior written consent of the parties and shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, Inmar may engage one or more of its affiliates to perform all or part of the Services hereunder.

15. Waiver

Failure of either party to enforce a specific provision of this Agreement shall not constitute waiver of such provision or of any other provision of this Agreement...

16. Severability

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. The determination by any court of competent jurisdiction that one or more of the provisions of this Agreement are unenforceable shall not invalidate this Agreement...