Terms of Service

Last Updated: May 23rd 2023

Please read these Terms of Service (these “Terms”) carefully. These Terms govern InkWorks’s provision of software and services, and Customer’s (as defined below) use thereof, as set forth in an Order Form (as defined below) executed between InkWorks, Incorporated (“InkWorks” or “we”) and Customer.  TOGETHER, THESE TERMS AND ANY ORDER FORM(S) CONSTITUTE THE “AGREEMENT.” THE AGREEMENT IS EFFECTIVE AS OF THE ORDER FORM EFFECTIVE DATE (AS DEFINED AND SET FORTH IN THE INITIAL ORDER FORM). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE ORDER FORM.

BY EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE AND/OR OTHERWISE USING THE SERVICES, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH SERVICES (“CUSTOMER” or “YOU”) IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS AGREEMENT. IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR CUSTOMER IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

CERTAIN ASPECTS OF THE SERVICES ARE PROVIDED WITH OR OTHERWISE COMPATIBLE WITH CERTAIN SERVICES OWNED OR CONTROLLED BY THIRD PARTIES.  YOUR USE OF THOSE THIRD-PARTY SERVICES WILL BE GOVERNED BY THOSE LICENSES, AND NOT THIS AGREEMENT.

YOU MAY NOT ACCESS THE SERVICES IF YOU ARE A DIRECT COMPETITOR OF InkWorks, EXCEPT WITH InkWorks‘S PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

1. DEFINITIONS. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.

“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the InkWorks Solution.​

“Applicable Data Protection Laws” means any applicable US state laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data.

“Authorized User” means each of Customer’s employees, agents, and independent contractors who are authorized to access the InkWorks Solution pursuant to Customer’s rights under this Agreement.

“Customer Content” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

“Documentation” means the technical materials provided by InkWorks to Customer, if any, in hard copy or electronic form describing the use and operation of the InkWorks Solution.

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

“Licensed Material” means results, reports, materials and documentation made available to Customer as part of the Services.

“Order Form” means an order form that is signed by both parties and references this Agreement.

“Personal Data” means any Customer Content, whether in electronic or paper-based form that constitutes “personal data,” “personal information,” or “personally identifiable information” or similar information governed by Applicable Data Protection Laws.  For clarity, Personal Data does not include information pertaining to Customer’s business contacts and/or representatives who are Customer personnel where InkWorks has determined what information to collect and for what purposes.

“Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

“Professional Services” means professional services provided by InkWorks to Customer as described in any Order Form (as may be further elaborated in any SOW), including services relating to the InkWorks Solution and support, implementation, training, and on-boarding thereof.

“InkWorks Solution” means the software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface or mobile application.

“Services” means any services provided by InkWorks to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the InkWorks Solution and Professional Services.

2. PROVISION OF SERVICES.

2.1 Access. Subject to Customer’s payment of the fees set forth in the Order Form (“Fees”), InkWorks will provide Customer with access to the InkWorks Solution via a web browser. On or as soon as reasonably practicable after the Commencement Date, InkWorks will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the InkWorks Solution in accordance with the Access Protocols; provided that nothing herein will be construed to require InkWorks to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the InkWorks Solution from the Internet.

2.2 Support Services. Subject to the terms and conditions of this Agreement, InkWorks will exercise commercially reasonable efforts to (a) provide support for the use of the InkWorks Solution to Customer, and (b) keep the InkWorks Solution operational and available to Customer, in each case in accordance with its then-current standard policies and procedures.

3. INTELLECTUAL PROPERTY.

3.1 License Grant. Subject to the terms and conditions of this Agreement, InkWorks grants to Customer a non-exclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the InkWorks Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the InkWorks Solution. Customer may permit any Authorized Users to access and use the features and functions of the InkWorks Solution as contemplated by this Agreement; provided Customer will be solely responsible for all acts or omissions of its Authorized Users with respect to the use of the InkWorks Solution.

3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the InkWorks Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the InkWorks Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the InkWorks Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the InkWorks Solution, except as permitted by law; (e) interfere in any manner with the operation of the InkWorks Solution or the hardware and network used to operate the InkWorks Solution; (f) modify, copy or make derivative works based on any part of the InkWorks Solution or Documentation; (g) access or use the InkWorks Solution to build a similar or competitive product or service; (h) attempt to access the InkWorks Solution through any unapproved interface; or (i) otherwise use the InkWorks Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3 (License Grant) or in a manner inconsistent with applicable law (including, without limitation, Applicable Data Protection Laws), the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of InkWorks or its licensors on the Licensed Material or any copies thereof.​

3.3 Ownership. The InkWorks Solution, Licensed Materials and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of InkWorks and its suppliers. All rights in and to the InkWorks Solution and Documentation not expressly granted to Customer in this Agreement are reserved by InkWorks and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the InkWorks Solution, Documentation, or any part thereof.

3.4 License to Licensed Material.  Subject to the terms and conditions of this Agreement, InkWorks grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)), non-sublicensable license to use the Licensed Material solely for Customer’s internal business purposes.

3.5 Open Source Software. Certain items of software may be provided to Customer with the InkWorks Solution and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 11 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, InkWorks makes such Open Source Software, and InkWorks’s modifications to that Open Source Software, available by written request at the notice address specified below.

3.6 Feedback. Customer hereby grants to InkWorks a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services.  InkWorks will not identify Customer as the source of any such feedback.

4. FEES AND EXPENSES; PAYMENTS.

4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by InkWorks under this Agreement, Customer will pay to InkWorks the Fees. Except as otherwise provided in the Order Form, all Fees are billed monthly and due and payable within thirty (30) days of the date of the invoice.  InkWorks will be reimbursed only for expenses that are expressly provided for in an Order Form or SOW or that have been approved in advance in writing by Customer, provided InkWorks has furnished such documentation for authorized expenses as Customer may reasonably request.  InkWorks reserves the right (in addition to any other rights or remedies InkWorks may have) to discontinue the InkWorks Solution and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.  Except as provided in an Order Form, fees are not refundable.

4.2 Payment Processing. From time to time InkWorks may use certain third parties to provide payment services (e.g., card acceptance, merchant settlement and related services) (“Payment Processors”).  By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by InkWorks, and hereby consents and authorizes InkWorks to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to complete Customer’s transactions hereunder.

4.3 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on InkWorks’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the InkWorks Solution to Customer. Customer will make all payments of Fees to InkWorks free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to InkWorks will be Customer’s sole responsibility, and Customer will provide InkWorks with official receipts issued by the appropriate taxing authority, or such other evidence as the InkWorks may reasonably request, to establish that such taxes have been paid.

4.4 Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

5. CUSTOMER CONTENT AND RESPONSIBILITIES.

5.1 License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content.  Customer will obtain all third party licenses, consents and permissions needed for InkWorks to collect, access, use, and otherwise Process the Customer Content to provide the Services.  Without limiting the foregoing, Customer will be solely responsible for providing all notices to, and obtaining from, third parties, including, without limitations its customers, all necessary rights and consents for InkWorks to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Data Protection Laws). Customer grants InkWorks a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services, (b) to use the Customer trademarks, service marks, and logos as required to provide the Services, or in promotional materials marketing websites and the like, and (c) derive aggregated, de-identified and/or anonymized data from Customer Content (“Derived Data”). InkWorks will be the sole owner of all such Derived Data and will have the right to use such Derived Data for any lawful business purpose. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to InkWorks in this Agreement are reserved by Customer.

5.2 Customer Warranty. Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage InkWorks’s system or data; and (e) otherwise violate the rights of a third party. InkWorks is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the InkWorks Solution contrary to or in violation of the representations and warranties of Customer in this Section 5.2 Customer Warranty) constitutes unauthorized and improper use of the InkWorks Solution.

5.3 Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the InkWorks Solution. Customer will have the ability to export its own Customer Content out of the InkWorks Solution and is encouraged to make its own back-ups of the Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

5.4 Customer Responsibility for Operating its Own Business.  Customer acknowledges that it, and not InkWorks, is responsible for operating Customer’s own business, including with respect to obtaining all licenses, permits and other governmental registrations to enable its use of the Services.  The InkWorks Solution is not intended to be used as advice as to whether to engage in any particular transaction.

6. PROFESSIONAL SERVICES. Where the parties have agreed to InkWorks’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work (“SOW”).  The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement.  To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement.

7. DATA SECURITY; PRIVACY.

7.1 Data Security. During the Term, InkWorks will maintain commercially reasonable safeguards and procedures designed to prevent the unauthorized use or disclosure of Personal Data (“Data Safeguards”). During the Term, InkWorks will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data.

7.2 Privacy. Without limiting Customer’s obligations under Sections 2 (Provision of Services), and 2.1 (Intellectual Property), each party shall comply with all Applicable Data Protection Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data. The sale, retention, use or disclosure of Personal Data shall be governed by this Agreement and, as applicable, InkWorks’s Privacy Policy.

7.3 Additional Agreements. To the extent that InkWorks or Customer reasonably determine that Applicable Data Protection Laws require the parties to execute any additional agreements governing Personal Data, the parties agree to negotiate in good faith with respect to such additional agreements.

8. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES RESIDES WITH CUSTOMER. InkWorks EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY.  InkWorks DOES NOT WARRANT THAT OPERATION OF THE InkWorks SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATION OF LIABILITY​

9.1 Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

9.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO InkWorks DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL InkWorks’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

9.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

10. CONFIDENTIALITY.

10.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of InkWorks.

10.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to InkWorks). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

10.3 Exceptions. The confidentiality obligations set forth in Section 10.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

11. INDEMNIFICATION.

11.1 By InkWorks. InkWorks will defend at its expense any suit brought against Customer, and will pay any settlement InkWorks makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the InkWorks Solution infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the InkWorks Solution becomes, or in the opinion of InkWorks is likely to become, the subject of a claim of infringement, InkWorks may, at the option of InkWorks: (a) procure for Customer the right to continue using the InkWorks Solution; (b) replace the InkWorks Solution with non-infringing software or services which do not materially impair the functionality of the InkWorks Solution; (c) modify the InkWorks Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the InkWorks Solution and Documentation. Notwithstanding the foregoing, InkWorks will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the InkWorks Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the InkWorks Solution in combination with other products, equipment, software or data not supplied by InkWorks; or (iii) any modification of the InkWorks Solution by any person other than InkWorks or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of InkWorks, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

11.2 By Customer. Customer will defend at its expense any suit brought against InkWorks, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Customer’s breach or alleged breach of Sections 5.2 (Customer Warranty) or 14.6 (Compliance with Law); or (c) claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer’s or any other party’s use of the InkWorks Solution; or (ii) caused by the acts or omissions of Customer, its employees, officers or agents. This section states the sole and exclusive remedy of InkWorks and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.

11.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

12. TERM AND TERMINATION.

12.1 Term. This Agreement will begin on the Order Form Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the Commencement Date set forth in the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with this Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.

12.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

12.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10 (Confidentiality); and (c) any amounts owed to InkWorks under this Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.5 (Open Source Software), 4 (Fees and Expenses; Payments), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Indemnification), 12.2 (Termination for Breach), 12.3 (Effect of Termination), and 13 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.

12.4 Data Extraction.  For twenty (20) days after the end of the Term, as applicable, InkWorks will make Customer Content available to Customer through the InkWorks Solution on a limited basis solely for purposes of Customer retrieving Customer Content, unless InkWorks is instructed by Customer to delete such data before that period expires. After such period, InkWorks will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession.

13. MISCELLANEOUS.

13.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by InkWorks arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.2 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from InkWorks, or any products utilizing such data, in violation of the United States export laws or regulations.

13.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.5 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

13.6 Compliance with Law. Customer will, and will ensure that all Authorized Users, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation.

13.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

13.8 Independent Contractors. Customer’s relationship to InkWorks is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of InkWorks.

13.9 Notices. All notices required or permitted under this agreement must be delivered in writing, if to InkWorks, by emailing contact@getinkworks.com and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

13.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the InkWorks.

Privacy Policy

Last Updated: May 23rd, 2023

InkWorks, Incorporated (“InkWorks,” “we,” “us,” or “our”) provides this Privacy Policy to our website visitors and customers to help you understand how we collect, use, process, and share your personal information, and to help you understand and exercise your privacy rights.

1. SCOPE AND UPDATES TO THIS PRIVACY POLICY

This Privacy Policy applies to personal information processed by us, including on our websites, mobile applications, and other online or offline offerings. To make this Privacy Policy easier to read, our websites, mobile applications, and other offerings are collectively called the “Services.”

This Privacy Policy does not apply to any of the personal information that we process on behalf of our customers through their use of our Services (“Customer Data”). Our customers’ respective privacy policies govern their collection and use of Customer Data. Our processing of Customer Data is governed by the contracts that we have in place with our customers, not this Privacy Policy. Any questions or requests relating to Customer Data should be directed to our customer.

WE MAY REVISE THIS PRIVACY POLICY FROM TIME TO TIME IN OUR SOLE DISCRETION. IF THERE ARE ANY MATERIAL CHANGES TO THIS PRIVACY POLICY, WE WILL NOTIFY YOU AS REQUIRED BY APPLICABLE LAW. YOU UNDERSTAND AND AGREE THAT YOU WILL BE DEEMED TO HAVE ACCEPTED THE UPDATED PRIVACY POLICY IF YOU CONTINUE TO USE OUR SERVICES AFTER THE NEW PRIVACY POLICY TAKES EFFECT.

2. PERSONAL INFORMATION WE COLLECT

The categories of personal information we collect depend on how you interact with us, our Services, and the requirements of applicable law. We collect information that you provide to us, information we obtain automatically when you use our Services, and information from other sources such as third-party services and organizations, as described below.

A. Personal Information You Provide to Us Directly

We may collect personal information that you provide to us.

Account Creation. We may collect personal information when you create an account, such as name, email address, username, profile picture, etc.

Purchases. We may collect personal information and details associated with your purchases, including payment information. Any payments made via our Services are processed by third-party payment processors. We do not directly collect or store any payment card information entered through our Services, but we may receive information associated with your payment card information (e.g., your billing details).

Your Communications with Us. We may collect personal information, such as email address, phone number, or mailing address when you request information about our Services, register for our newsletter or, request customer or technical support, or otherwise communicate with us.

Surveys. We may contact you to participate in surveys. If you decide to participate, we may collect personal information from you in connection with the survey.

Interactive Features. We and others who use our Services may collect personal information that you submit or make available through our interactive features (e.g., messaging and chat features, commenting functionalities, forums, blogs, and social media pages). Any information you provide using the public sharing features of the Services will be considered “public,” unless otherwise required by applicable law, and is not subject to the privacy protections referenced herein. Please exercise caution before revealing any information that may identify you in the real world to other users.

Sweepstakes or Contests. We may collect personal information you provide for any sweepstakes or contests that we offer. In some jurisdictions, we are required to publicly share information of sweepstakes and contest winners.

Conferences, Trade Shows, and Other Events. We may collect personal information from individuals when we attend or host conferences, trade shows, and other events.

Business Development and Strategic Partnerships. We may collect personal information from individuals and third parties to assess and pursue potential business opportunities.

Job Applications. We may post job openings and opportunities on our Services. If you respond to one of these postings, we may collect your personal information, such as your application, CV, cover letter, and/or any other information you provide to us.

B. Personal Information Collected Automatically

We may collect personal information automatically when you use our Services.

Automatic Collection of Personal Information. We may collect certain information automatically when you use our Services, such as your Internet protocol (IP) address, user settings, MAC address, cookie identifiers, mobile carrier, mobile advertising and other unique identifiers, browser or device information, location information (including approximate location derived from IP address), and Internet service provider. We may also automatically collect information regarding your use of our Services, such as pages that you visit before, during and after using our Services, information about the links you click, the types of content you interact with, the frequency and duration of your activities, and other information about how you use our Services.

Crash Reports. If you provide crash reports, we may collect personal information related to such crash reports, including detailed diagnostic information about your device and the activities that led to the crash.

Cookie Policy (and Other Technologies). We, as well as third parties that provide content, advertising, or other functionality on our Services, may use cookies, pixel tags, and other technologies (“Technologies”) to automatically collect information through your use of our Services.

Cookies. Cookies are small text files placed in device browsers that store preferences and facilitate and enhance your experience.

Pixel Tags/Web Beacons. A pixel tag (also known as a web beacon) is a piece of code embedded in our Services that collects information about engagement on our Services. The use of a pixel tag allows us to record, for example, that a user has visited a particular web page or clicked on a particular advertisement. We may also include web beacons in e-mails to understand whether messages have been opened, acted on, or forwarded.

Our uses of these Technologies fall into the following general categories:

Operationally Necessary. This includes Technologies that allow you access to our Services, applications, and tools that are required to identify irregular website behavior, prevent fraudulent activity, improve security, or allow you to make use of our functionality;

Performance-Related. We may use Technologies to assess the performance of our Services, including as part of our analytic practices to help us understand how individuals use our Services (see Analytics below);

Functionality-Related. We may use Technologies that allow us to offer you enhanced functionality when accessing or using our Services. This may include identifying you when you sign into our Services or keeping track of your specified preferences, interests, or past items viewed;

Advertising- or Targeting-Related. We may use first party or third-party Technologies to deliver content, including ads relevant to your interests, on our Services or on third-party digital properties.

See “Your Privacy Choices and Rights” below to understand your choices regarding these Technologies.

Analytics. We may use Technologies and other third-party tools to process analytics information on our Services. These Technologies allow us to better understand how our digital Services are used and to continually improve and personalize our Services. Some of our analytics partners include:

Google Analytics. For more information about how Google uses your personal information (including for its own purposes, e.g., for profiling or linking it to other data), please visit Google Analytics’ Privacy Policy. To learn more about how to opt-out of Google Analytics’ use of your information, please click here.

Social Media Platforms. Our Services may contain social media buttons, which might include widgets such as the “share this” button or other interactive mini programs. These features may collect personal information such as your IP address and which page you are visiting on our Services and may set a cookie to enable the feature to function properly. Your interactions with these platforms are governed by the privacy policy of the company providing it.

C. Personal Information Collected from Other Sources

Third-Party Services and Sources. We may obtain personal information about you from other sources, including through third-party services and organizations.  For example, if you access our Services through a third-party application, such as an app store, a third-party login service, or a social networking site, we may collect personal information about you from that third-party application that you have made available via your privacy settings.

Referrals and Sharing Features. Our Services may offer various tools and functionalities that allow you to provide personal information about your friends through our referral service. Our referral services may also allow you to forward or share certain content with a friend or colleague, such as an email inviting your friend to use our Services. Please only share with us contact information of people with whom you have a relationship (e.g., relative, friend, neighbor, or co-worker).

3. HOW WE USE YOUR PERSONAL INFORMATION

We use your personal information for a variety of business purposes, including to provide our Services, for administrative purposes, and to market our products and Services, as described below.

A. Provide Our Services

We use your information to fulfill our contract with you and provide you with our Services, such as:

Managing your information and accounts;

Providing access to certain areas, functionalities, and features of our Services;

Answering requests for customer or technical support;

Communicating with you about your account, activities on our Services, and policy changes;

Processing your financial information and other payment methods for products or Services purchased;

Processing applications if you apply for a job we post on our Services; and

Allowing you to register for events.

B. Administrative Purposes

We use your information for various administrative purposes, such as:

Pursuing our legitimate interests such as direct marketing, research and development (including marketing research), network and information security, and fraud prevention;

Detecting security incidents, protecting against malicious, deceptive, fraudulent or illegal activity, and prosecuting those responsible for that activity;

Measuring interest and engagement in our Services;

Short-term, transient use, such as contextual customization of ads;

Improving, upgrading, or enhancing our Services;

Developing new products and services;

Ensuring internal quality control and safety;

Authenticating and verifying individual identities, including requests to exercise your rights under this Privacy Policy;

Debugging to identify and repair errors with our Services;

Auditing relating to interactions, transactions, and other compliance activities;

Sharing personal information with third parties as needed to provide the Services;

Enforcing our agreements and policies; and

Carrying out activities that are required to comply with our legal obligations.

C. Marketing and Advertising our Products and Services

We may use personal information to tailor and provide you with content and advertisements. We may provide you with these materials as permitted by applicable law.

Some of the ways we may market to you include email campaigns, text messages, custom audiences advertising and “interest-based” or “personalized advertising,” including through cross-context behavioral advertising.

If you have any questions about our marketing practices or if you would like to opt out of the use of your personal information for marketing purposes, you may contact us at any time as set forth in “Contact Us” below.

D. With Your Consent

We may use personal information for other purposes that are clearly disclosed to you at the time you provide personal information or with your consent.

E. Other Purposes

We also use your personal information for other purposes as requested by you or as permitted by applicable law.

De-identified and Aggregated Information. We may use personal information to create de-identified and/or aggregated information, such as demographic information, information about the device from which you access our Services, or other analyses we create.

4. HOW WE DISCLOSE YOUR PERSONAL INFORMATION

We disclose your personal information to third parties for a variety of business purposes, including to provide our Services, to protect us or others, or in the event of a major business transaction such as a merger, sale, or asset transfer, as described below.

A. Disclosures to Provide our Services

The categories of third parties with whom we may share your personal information are described below.

Service Providers. We may share your personal information with our third-party service providers and vendors that assist us with the provision of our Services. This includes service providers and vendors that provide us with IT support, hosting, payment processing, customer service, and related services.

Business Partners. We may share your personal information with business partners to provide you with a product or service you have requested. We may also share your personal information with business partners with whom we jointly offer products or services.

Affiliates. We may share your personal information with our company affiliates for example: for our administrative purposes, IT management, or for them to provide services to you or support and supplement the Services we provide.

Advertising Partners. We may share your personal information with third-party advertising partners. These third-party advertising partners may set Technologies and other tracking tools on our Services to collect information regarding your activities and your device (e.g., your IP address, cookie identifiers, page(s) visited, location, time of day). These advertising partners may use this information (and similar information collected from other services) for purposes of delivering personalized advertisements to you when you visit digital properties within their networks. This practice is commonly referred to as “interest-based advertising” or “personalized advertising.”

APIs/SDKs. We may use third-party application program interfaces (“APIs”) and software development kits (“SDKs”) as part of the functionality of our Services. For more information about our use of APIs and SDKs, please contact us as set forth in “Contact Us” below.

B. Disclosures to Protect Us or Others

We may access, preserve, and disclose any information we store associated with you to external parties if we, in good faith, believe doing so is required or appropriate to: comply with law enforcement or national security requests and legal process, such as a court order or subpoena; protect your, our, or others’ rights, property, or safety; enforce our policies or contracts; collect amounts owed to us; or assist with an investigation or prosecution of suspected or actual illegal activity.

C. Disclosure in the Event of Merger, Sale, or Other Asset Transfers

If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, purchase or sale of assets, or transition of service to another provider, your information may be sold or transferred as part of such a transaction, as permitted by law and/or contract.

5. YOUR PRIVACY CHOICES AND RIGHTS

Your Privacy Choices. The privacy choices you may have about your personal information are determined by applicable law and are described below.

Email Communications. If you receive an unwanted email from us, you can reply asking to opt out of receiving future emails. Note that you will continue to receive transaction-related emails regarding products or Services you have requested. We may also send you certain non-promotional communications regarding us and our Services, and you will not be able to opt out of those communications (e.g., communications regarding our Services or updates to our Terms or this Privacy Policy).

Text Messages. If you receive an unwanted text message from us, you may opt out of receiving future text messages from us by following the instructions in the text message you have received from us or by otherwise contacting us as set forth in “Contact Us” below.

“Do Not Track.” Do Not Track (“DNT”) is a privacy preference that users can set in certain web browsers. Please note that we do not respond to or honor DNT signals or similar mechanisms transmitted by web browsers.

Cookies and Personalized Advertising. You may stop or restrict the placement of Technologies on your device or remove them by adjusting your preferences as your browser or device permits. However, if you adjust your preferences, our Services may not work properly. Please note that cookie-based opt-outs are not effective on mobile applications. However, you may opt-out of personalized advertisements on some mobile applications by following the instructions for Android, iOS, and others.

Your Privacy Rights. In accordance with applicable law, you may have the right to:

Access to and Portability of Your Personal Information, including: (i) confirming whether we are processing your personal information; (ii) obtaining access to or a copy of your personal information; and (iii) receiving an electronic copy of personal information that you have provided to us, or asking us to send that information to another company in a structured, commonly used, and machine readable format (also known as the “right of data portability”);

Request Correction of your personal information where it is inaccurate or incomplete. In some cases, we may provide self-service tools that enable you to update your personal information;

Request Deletion of your personal information;

Request Restriction of or Object to our processing of your personal information where the processing of your personal information is based on our legitimate interest or for direct marketing purposes; and

Withdraw your Consent to our processing of your personal information. Please note that your withdrawal will only take effect for future processing and will not affect the lawfulness of processing before the withdrawal.

If you would like to exercise any of these rights, please contact us as set forth in “Contact Us” below. We will process such requests in accordance with applicable laws.

6. SECURITY OF YOUR INFORMATION

We take steps to ensure that your information is treated securely and in accordance with this Privacy Policy. Unfortunately, no system is 100% secure, and we cannot ensure or warrant the security of any information you provide to us. To the fullest extent permitted by applicable law, we do not accept liability for unauthorized access, use, disclosure, or loss of personal information.

By using our Services or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of our Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on our Services, by mail, or by sending an email to you.

7. RETENTION OF PERSONAL INFORMATION

We store the personal information we collect as described in this Privacy Policy for as long as you use our Services, or as necessary to fulfill the purpose(s) for which it was collected, provide our Services, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce our agreements, and comply with applicable laws.

8. SUPPLEMENTAL NOTICE FOR CALIFORNIA RESIDENTS

California Shine the Light. The California “Shine the Light” law permits users who are California residents to request and obtain from us once a year, free of charge, a list of the third parties to whom we have disclosed their personal information (if any) for their direct marketing purposes in the prior calendar year, as well as the type of personal information disclosed to those parties.

Right for minors to remove posted content. Where required by law, California residents under the age of 18 may request to have their posted content or information removed from the publicly-viewable portions of the Services by contacting us directly as set forth in Contact Us below.

9. SUPPLEMENTAL NOTICE FOR NEVADA RESIDENTS

If you are a resident of Nevada, you have the right to opt-out of the sale of certain personal information to third parties who intend to license or sell that personal information. You can exercise this right by contacting us at contact@getinkworks.com with the subject line “Nevada Do Not Sell Request” and providing us with your name and the email address associated with your account. Please note that we do not currently sell your personal information as sales are defined in Nevada Revised Statutes Chapter 603A. If you have any questions, please contact us as set forth in Contact Us below.

10. CHILDREN’S INFORMATION

The Services are not directed to children under 13 (or other age as required by local law), and we do not knowingly collect personal information from children. If you are a parent or guardian and wish to review information collected from your child, or have that information modified or deleted, you may contact us as described in “Contact Us” below. If we become aware that a child has provided us with personal information in violation of applicable law, we will delete any personal information we have collected, unless we have a legal obligation to keep it.

11. OTHER PROVISIONS

Third-Party Websites/Applications. The Services may contain links to other websites/applications and other websites/applications may reference or link to our Services. These third-party services are not controlled by us. We encourage our users to read the privacy policies of each website and application with which they interact. We do not endorse, screen, or approve, and are not responsible for, the privacy practices or content of such other websites or applications. Providing personal information to third-party websites or applications is at your own risk.

12. CONTACT US

The Company is the controller of the personal information we process under this Privacy Policy.

If you have any questions about our privacy practices or this Privacy Policy, or to exercise your rights as detailed in this Privacy Policy, please contact us at:

contact@getinkworks.com