Last Updated: September 1, 2022
Welcome to Inkit Inc.’s Terms of Service.
These Terms of Service (the “Terms”) govern the use of Inkit’s services (the “Services”),which include its website, software, and mobile app, as well as any information, data, text, images, videos, audio files, content, and other materials uploaded to or downloaded from, stored on, obtained via, or transmitted through the Services (collectively, the “Content”).
Please read these Terms carefully. By accessing or using the Services or by clicking to accept the Terms when that option is made available to you, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.
SECTION 1 – THE SERVICES
Inkit operates a technology platform that allows customers to generate and distribute documents and manage third-party document services. Users who create an account to use the Services may be referred to in these Terms as “Customers.” Content submitted by Customers may be referred to in these Terms as “Customer Data.” Service providers that provide underlying third-party services to the Customers may be referred to in these Terms as “Vendors.”
SECTION 2 – USER RESPONSIBILITIES
You are solely responsible for your use of the Services and the Content, including all actions (whether or not authorized) taken by your account. You must use the Services and the Content in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
B. User Accounts.
In order to access certain features of the Services, you must register a user account. All information you provide as part of this process must be complete and accurate. You agree not let any other person or entity use your account. You are responsible for the actions taken by your account and for safeguarding your username and password. Inkit encourages you to use “strong” passwords(passwords that use a combination of upper- and lowercase letters, numbers, and symbols) and a password manager. Inkit is not liable for any loss or damage arising from your failure to do so. If you know of or reasonably suspect a breach of security related to your account, you must immediately notify Inkit and modify your login information. Inkit reserves the right to remove or reclaim usernames for any reason.
C. Use and Conduct Restrictions.
You are allowed to use the Services as long as you follow the basic rules described in these Terms. If Inkit suspects that you have violated any of the rules below or elsewhere in these Terms, Inkit has the right to terminate your use of the Services and to take other actions it deems appropriate. You agree not to: (1)modify, copy, or create derivative works based on the Services; (2) license, sell, resell, lease, distribute, or otherwise commercially exploit as a standalone product, or make available to any third party, the Services, any component of the Services, or any Content not owned by you (unless the Content is expressly licensed to you for such purpose); (3) reverse engineer, decompile, or otherwise derive the source code and other intellectual property underlying the Services or attempt to do any of the foregoing (except to the extent applicable law prohibits restrictions on reverse engineering); (4) distribute via, or store on, the Services unlawful, offensive, or tortious material; (5) use the Services or the Content, or cause the Services or the Content, to infringe upon or violate any third-party intellectual property or other proprietary right; (6) attempt to gain unauthorized access to the Services, the Content, or the related systems or networks; (7) access or search, or attempt to access or search, the Services or the Content by any means (automated or otherwise) other than through currently available, published interfaces; (8) probe, scan, or test the vulnerability of any system or network related to the Services or breach or circumvent Inkit’s security measures; (9) interfere with or disrupt the integrity or performance of the Services, the data contained therein, or the servers or networks connected to the Services; (10) send via, upload to, or store on the Services any viruses, worms, time bombs, trojan horses, or other harmful or malicious code, files, scripts, agents, or programs; (11) use the Services or the Content to spam, phish, pharm, pretext, spider, crawl, or scrape; (12) alter, remove, or suppress any copyright, trademark, or other proprietary notice displayed by the Services; (13)access the Services in order to build a competitive product or service or copy any features, functions, or other component of the Services; (14) use the Services to harass, defame, slander, or intimidate; (15) use the Services or the Content for any illegal or unauthorized purpose; and (16) engage in any act that Inkit deems to be in conflict with the spirit or intent of the Services or these Terms.
Each Customer is solely responsible for selecting and working with its own Vendors. You acknowledge and agree that Inkit, as a technology platform only, bears no responsibility for any Vendor, the associated services provided by a Vendor, or whether a Vendor’s platform, software, or services properly integrate with the Services.
SECTION 3 – PAYMENT
A. Payment Authorization.
All online payments for the Services are processed by Stripe, a third-party payment processor. By using any payment feature of the Services, you agree to be bound by Stripe’s Connected Account Agreement (available at https://stripe.com/legal/connect-account), in addition to these Terms. Further, when you authorize Inkit (and Stripe) to charge your selected online payment method, you are expressly authorizing Inkit(and Stripe) to charge that payment method for the authorized amount and to use and share your information related to your selected payment method (e.g., your credit card number) to and from third parties for that purpose.
In the event you elect to be billed on a recurring basis for a subscription to the Services, you expressly authorize Inkit (and Stripe) to charge your selected payment method on a recurring basis without further authorization for each recurring charge. Inkit will provide you with notice at least 10 days before changing the price for your subscription fees. If you do not cancel your subscription during that period, you thereby accept the price change.
B. Payment Information.
C. Subscriptions Purchased from Authorized Third Parties.
Certain third parties are authorized to sell subscriptions to Inkit’s Services. In the event that you have purchased a subscription to the Services directly from one of those authorized third parties, all terms and conditions set forth in these Terms still apply to your subscription and your use of the Services, except that the payment terms set forth in this Section 3 (Payment) will be superseded by any corresponding agreement between you and the authorized third party.
SECTION 4 – USER-PROVIDED CONTENT; CUSTOMER DATA
Users may submit Content through or onto the Services (i.e., Customer Data). All Content is the sole responsibility of the person or entity that originated that Content. Inkit does not take responsibility for user-provided Content or independently verify, or warrant the accuracy or completeness, of such Content.
B. Content Submission.
By submitting Content (whether as a Customer or as a Vendor), you represent that: (1) such Content is true, accurate, and not misleading; (2) such Content and its distribution via the Services does not violate any laws, contractual restrictions, or other third-party rights, including copyright, trademark, privacy, personality, or other personal or proprietary right; (3) such Content does not contain viruses, adware, spyware, worms, or other malicious code; (4) such Content does not contain social security numbers; and (5) you have all the rights, power, and authority necessary to submit, use, and distribute the Content originating with you in connection with the Services and to grant the rights granted in the Terms regarding any such Content. You agree to accept full liability for all Content submitted by you or on your behalf.
C. License Grant & Assignment.
You retain your rights in Content that you submit to the Services. But you grant Inkit a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, and display that Content in any and all media or distribution methods (now known or later developed) for the following purposes only: (1) to provide the Services; (2) to improve the Services; and (3) as otherwise expressly permitted by these Terms.
In the event you provide to Inkit an idea, suggestion, recommendation, or other feedback regarding the Services (collectively, the “Feedback”), you agree that Inkit has the right to use, disclose, reproduce, license, distribute, exploit, and incorporate into the Services such Feedback as it sees fit, without obligation (including any obligation to pay you) or restriction of any kind. By providing Feedback, you assign and license to Inkit all, right, title, and interest in and to such Feedback, including any intellectual property rights related thereto.
E. Data Processing Addendum; HIPAA Addendum.
If you are a Customer that has elected to enroll in the DPA add on (as indicated in your subscription documentation), then, to the extent Inkit processes any Personal Data (as defined in the Data Processing Addendum) that is subject to Data Protection Laws and Regulations (as defined in the Data Processing Addendum),the terms of the data processing addendum at www.inkit.com/dpa (“Data Processing Addendum”) apply and you agree to comply with such terms. Otherwise, you shall not submit any Personal Data to Inkit or the Services, and without limiting any other remedy herein, you shall indemnify Inkit from your failure to comply with the foregoing.
If you are a Customer that has elected to enroll in the HIPAA add on (as indicated in your subscription documentation), then, to the extent Inkit processes any Protected Health Information (as defined in 45CFR §160.103) contained in your Customer Data, the terms of the HIPAA Addendum at www.inkit.com/hipaaaddendum and, if applicable, the HIPAA Business Associate Addendum at www.inkit.com/baa apply, and you agree to comply with such terms. Otherwise, you shall not submit any Protected Health Information to Inkit or the Services, and without limiting any other remedy herein, you shall indemnify Inkit from your failure to comply with the foregoing.
SECTION 5 – ALL CONTENT
A. Reliance on Content.
Your use of, and reliance on, any Content, whether user-provided or not, is at your own risk. Inkit does not endorse, support, or guarantee that such Content is complete, truthful, or reliable. Inkit is not liable for any Content (including errors or omissions in the Content), nor any loss or damages resulting from the use of, or reliance on, that Content.
B. Right to Remove Content.
Inkit has the right, but not the obligation, to review, edit, refuse to post, delete, disable access to, or otherwise make unavailable any Content, including user-provided Content, without notice and for any reason.
SECTION 6 – INKIT’S RIGHTS; YOUR LICENSE TO USE THE SERVICES
A. Inkit’s Rights.
All right, title, and interest in and to the Services, the Content (excluding user-provided Content), and any intellectual property related thereto are Inkit’s exclusive property. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries, as further discussed in Section 7.
B. Your License.
Inkit hereby grants you a personal, limited, non-exclusive, non-transferrable, non-sublicensable license to use the Services solely as contemplated by these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Inkit in the manner permitted by these Terms. You agree not to use the Services or related intellectual property for any other purpose.
SECTION 7 – INTELLECTUAL PROPERTY
The trademarks, service marks, logos, and other distinctive brand features used as part of or displayed through the Services (the “Trademarks”) are registered or unregistered trademarks of Inkit or third parties. You may not use any of these Trademarks without the prior, written approval from the trademark owner. Nothing related to the Services grants you, expressly or implicitly, any right or license to use any of these Trademarks or may be construed to mean Inkit has the authority to grant any right or license on behalf of any third-party trademark owner.
Much of the Content throughout the Services is protected by copyright laws and may be covered by other restrictions as well. Such Content is proprietary to Inkit or used consistent with the owner’s permission or applicable law or regulation. Inkit retains all rights it may hold, including copyright, in its Content. Copyrights and other proprietary rights in the Content may also subsist in individuals and entities other than, or in addition to, Inkit. Inkit expressly prohibits the copying of any such protected Content, except as expressly permitted by these Terms.
C. Reservation of Rights.
All rights not expressly granted by Inkit herein are specifically reserved. Subject to Section 6 (B), nothing in the Services or these Terms grants you, expressly or implicitly, any right or license to use any content or property of any third party or may be construed to mean that Inkit has the authority to grant any right or license on behalf of any third party.
D. Copyright Policy.
Inkit reserves the right to remove Content alleged to be infringing without prior notice, at its discretion, and without liability to you. Inkit will respond to notices of alleged copyright infringement that comply with applicable law and that are properly provided to it. Inkit’s designated copyright agent for notice of alleged copyright infringement is:
919 N Market St #725
Wilmington, DE 19801
SECTION 8 – PRIVACY
SECTION 9 – TERMINATING THIS AGREEMENT
These Terms apply until you or Inkit terminate this agreement. In the event you have created a user account and want to terminate this agreement, you must do so via the Services’ cancellation feature or by sending an email to firstname.lastname@example.org that clearly states you would like to deactivate your account. In the event you have not created a user account, you may end this agreement simply by no longer accessing the Services. Inkit may cease providing you with all or part of the Services and terminate this agreement at any time for any reason. This section doesn’t affect Inkit’s rights to change, limit, or stop providing the Services without prior notice. When this agreement terminates, all of the Terms terminate, except that the following sections will continue to apply: 4 (User-Provided Content), 5 (All Content), 6 A (Inkit’s Rights), 7 (Intellectual Property), 8 (Privacy), 10 (Disclaimers and Limitations of Liability), and 11 (Miscellaneous).
SECTION 10 – DISCLAIMERS AND LIMITATIONS OFLIABILITY
Please read this section carefully since it limits the liability of Inkit and its parents, subsidiaries, affiliates, related companies, managers, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Inkit Entities”). Each of the subsections below applies only up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result, the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have that may not be lawfully limited.
A. The Services are Available “As-Is.”
Your use of the Services and the Content is at your own risk. Except as expressly set forth in these Terms, the Services (including its related services and features) are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE INKIT ENTITIES DISCLAIM ALL WARRANTIES ANDCONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COPYRIGHT OWNERSHIP, ANDNONINFRINGEMENT.
The Inkit Entities make no warranty and disclaim all responsibility and liability for: (1) the completeness, accuracy, availability, timeliness, security, or reliability of the Services or the Content, whether user-supplied or not; (2) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or Content; (3) the deletion of, or the failure to store or to transmit, Content and other communications maintained by the Inkit Entities; and (4) whether the Services will meet your requirements or be available on an uninterrupted, prompt, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Inkit Entities or through the Services will create any warranty not expressly made herein.
The Services may contain links to third-party websites and resources. The Inkit Entities are not responsible or liable for: (1) the availability or accuracy of such websites or resources; or (2) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Inkit Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
C. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE INKIT ENTITIES ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (1) THE SERVICES; (2) THE CONTENT; (3) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (4) ANY ERRORS OR OMISSIONS IN THE SERVICES OR THE CONTENT; OR (5) ANY ACTION OR INACTION BY ANY THIRD PARTY, INCLUDING (WITHOUT LIMITATION) WHETHER A VENDOR’S PLATFORM, SOFTWARE, OR SERVICES PROPERLY INTEGRATE WITH INKIT’S SERVICES OR WHETHER A CUSTOMER’S DATA AND ITS DISSEMINATION COMPLIES WITH APPLICABLE LAW.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE INKIT ENTITIES EXCEED THE GREATER OF $2,500 OR THE AMOUNT INKIT RECEIVED FOR PROVIDING YOU WITH THE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CORRESPONDING CLAIM.
THE LIMITATIONS OF THIS SUBSECTION APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE INKIT ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOU AGREE THAT, IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF INKIT'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT, OR OTHER CONTENT OWNED OR CONTROLLED BY THE INKIT ENTITIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE INKIT ENTITIES.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND EXPRESSLY WAIVE THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA (AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
You hereby indemnify the Inkit Entities from any demand, damages, liability, expenses, and losses, including reasonable attorneys’ fees, relating to any third-party claim, suit, action, or proceeding related to or arising out of: (1) your use or misuse of the Services or the Content; (2) any Customer Data or other Content provided or submitted by you; (3) any breach or alleged breach by you of these Terms; and (4) any misrepresentation made by you in connection with this agreement. Inkit reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.
SECTION 11 – MISCELLANEOUS
A. Evolving Services.
The Services are always evolving and may change from time to time without notice. Inkit may stop (permanently or temporarily) providing the Services (or any feature) to you or to users generally and may not be able to provide you with notice. Further, Inkit may modify the Services at its discretion. New features will be subject to these Terms.
B. Changes to Terms.
Inkit may revise these Terms from time to time. The most current version will always be located here. If the revision, in Inkit’s discretion, is material, Inkit will notify you via email to the email address associated with your account or by posting notice to its website. In consideration for your access to the Services, you agree to check back here from time to time to determine if the Terms have been revised. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
C. User Requirements for Individuals.
In order to use the Services, you must be able to form a binding contract with Inkit. If you are an individual under the age to form a binding contract with Inkit under appliable law, you may not access or use the Services.
D. Company Representatives.
If you are accessing or using the Services on behalf of a company, you represent that you have authority to bind that company to this agreement, and in such case, “you” and “your” refer to that company throughout this agreement.
E. Waiver and Severability.
Inkit’s failure to enforce any right or provision in these Terms is not a waiver of that right or provision. Any waiver must be in writing and signed by an authorized Inkit representative. In the event that any provision of these Terms(in whole or in part) is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions of these Terms will remain in effect.
F. Controlling Law and Arbitration.
The Terms and any related actions are governed by Delaware law, without regard to or application of Delaware’s conflict of law provisions or those of any other jurisdiction, including your state or country of residence. YOU AGREE THAT ANY CAUSE OF ACTION, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES OR THE CONTENT BETWEEN INKIT AND YOURSELF OR AS TO THE CONSTRUCTION, INTERPRETATION, AND EFFECT OF THIS AGREEMENT MUST BE SUBMITTED EXCLUSIVELY TO ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION, IN ACCORDANCE WITH ITS APPLICABLE RULES, IN NEW YORK, NEW YORK. AN AWARD OF ARBITRATION MAY BE CONFIRMED IN A COURT OF COMPETENT JURISDICTION. You agree that you and Inkit are each waiving the right to a trial by jury and to participate in a class action or class arbitration. The following is a list of exceptions to the foregoing dispute resolution requirements:
(i) Either you or Inkit may assert claims, if they qualify, in small claims court in New York, New York without first engaging in arbitration.
(ii) Inkit may bring a lawsuit against you in any court of competent jurisdiction solely for injunctive relief to stop any unauthorized use or abuse of the Services without first engaging in arbitration.
(iii) Inkit may bring a lawsuit against you in any court of competent jurisdiction solely for injunctive relief to stop any intellectual property infringement without first engaging in arbitration.
(iv) If the agreement to arbitrate is found to be unenforceable, then you agree that any resulting judicial proceedings will be brought in the federal or state courts of New York, NY, and by your use of the Services you expressly consent to venue and personal jurisdiction of those courts.
G. Entire Agreement.
The Terms are the entire and exclusive agreement between Inkit and you regarding the Services and Content (excluding any separate written agreement with Inkit that is expressly in addition to these Terms), and these Terms supersede and replace any prior agreements between Inkit and you regarding the Services and Content.
The headings in this agreement are inserted for reference only and do not limit the scope, extent, or intent of the agreement or its provisions. As used in this agreement, the words “include” and “including,” and variations, are considered to be followed by the words “without limitation.”
I. Contact Information.
The Services are operated and provided by:
919 N Market St #725
Wilmington, DE 19801
Last Updated: October 1, 2020
In order to provide and improve the Services and to operate its business, Inkit collects various types of information, including information that identifies you or may identify you. What information Inkit collects and how Inkit collects it is described below.
A. Information Provided by You.
When you use Inkit’s website or Services, Inkit collects the following information if and when you submit it:
Inkit collects this information when you create an account, fill out a form, send Inkit an email, subscribe to a newsletter, or otherwise submit information to Inkit.
B. Information Collected Automatically.
In addition, Inkit (and its service providers and business partners) may automatically log the following information about you, your computer, your mobile device, and your activity on the Services:
Inkit (and its service providers and business partners) facilitate the collection of this information by using the following technologies:
C. Information Collected from Third Parties.
Inkit may combine personal information that it receives from you with personal information it obtains from other sources, such as its Customers, affiliates, data providers, business partners (e.g., joint marketing partners or event co-sponsors), and publicly accessible sources (e.g., social media platforms).
Inkit takes reasonable measures to protect your information from unauthorized access and against loss, misuse, and alteration by third parties. Although Inkit makes reasonable, good faith efforts to store the information collected through the Services in a private, secure operating environment, Inkit cannot guarantee its absolute security during its transmission or its storage. Further, while Inkit attempts to ensure the integrity and security of its network and systems, it cannot guarantee that its security measures will prevent third parties (e.g., “hackers”) from illegally accessing this information. Except to the extent that it is specifically set forth in a separate written agreement between you and Inkit, Inkit does not warrant that your information will be protected against loss, misuse, or alteration by third parties. No method of transmission over the Internet or method of electronic storage is 100% secure, and Inkit cannot guarantee the security thereof.
Inkit does not knowingly collect or solicit personal information from anyone under 13 or knowingly allow children under 13 to use, access, or register for the Services. If you are under 13, please do not send any information about yourself to Inkit. No one under the age of 13 may provide to Inkit any personal information. In the event that Inkit learns that it has collected personal information from a child under 13, Inkit will delete that information as quickly as reasonably possible. If you believe that Inkit might have any information from a child under 13, please contact Inkit at email@example.com.
Some web browsers offer a “Do No Track” (“DNT”) signal. A DNT signal is an HTTP header field indicating your preference regarding tracking or cross-site user tracking. Inkit does not respond to DNT signals.
You may opt-out of receiving promotional emails from Inkit by following the instructions in those emails or by emailing firstname.lastname@example.org with your request. If you opt-out, Inkit may still send you non-promotional emails, such as emails regarding your account or providing information that you have specifically requested.
The California Consumer Privacy Act of 2018 (“CCPA”) provides California consumers with certain rights regarding their personal information. Those rights are described in Appendix A below.
919 N Market St #725
Wilmington, DE 19801
This appendix (the “Appendix”) applies only to California residents. This Appendix describes (1) how Inkit collects, uses, and shares Personal Information of California residents in operating its business and (2) the rights of California residents with respect to that Personal Information. For purposes of this Appendix, “Personal Information” has the meaning given to it in the CCPA (without including any exempted information).
Your California Privacy Rights.
You have the rights listed below. However, these rights are not absolute, and in certain cases, Inkit may decline your request as permitted by law.
How to exercise your California Privacy Rights.
You may submit a request to exercise your above-described rights by emailing email@example.com. You will need to verify your identity before Inkit will be able to process your request, and Inkit reserves the right to confirm your California residency. Government identification may be required. You can designate an authorized agent to make a request on your behalf, but Inkit will need to verify both your and your agent’s identities and your agent must provide valid power of attorney or other proof of authority acceptable to Inkit. Inkit cannot process your request if you do not provide sufficient detail to allow Inkit to understand and respond to it. Inkit will work to respond to your verifiable request within 45 days of receiving it. In certain cases, Inkit may be required or permitted by law to deny your request.
Inkit does not sell your Personal Information.
Personal Information Inkit collects, uses, and discloses.
Terms and Conditions
Last Updated: September 1, 2022
The Terms and Conditions set forth herein are incorporated into the Order Form between Inkit and the Customer.
1.1 Capitalized terms in this Agreement have the meanings given to them in Exhibit A attached hereto.
2. INKIT'S SERVICES.
2.1 General. Inkit shall make the Services available to the Customer pursuant to this Agreement.
2.2 Inkit Responsibilities. Inkit shall: (1) operate the Services in compliance with applicable laws and governmental regulations when the Services are used in accordance with this Agreement; (2) cause the Services to perform in material compliance with the Documentation; and (3) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (for which Inkit shall make commercially reasonable efforts to give at least 24 hour notice and for which Inkit shall schedule, to the extent reasonably practicable, from 10:00PM to 7:00AM EST); or (b) any unavailability caused by circumstances beyond Inkit’s reasonable control, including any unavailability caused by internet service providers, hosting facilities, or Vendors or by hardware, software, or power systems not within Inkit’s possession or reasonable control, or by denial of service attacks or similar circumstances.
2.3 Data Security. Inkit shall employ at least industry standard practices to protect Customer Data from unauthorized collection, use, or access via the Services. Inkit shall only access, use, process, modify, delete, or disclose Customer Data: (1) to provide the Services in accordance with this Agreement; (2) to provide support services and prevent or address service or technical problems; (3) as compelled by law and in accordance with Section 6 (Confidentiality); (4) to send the Customer and its Users communications about the Services (e.g., notices of scheduled maintenance) or for educational or informational purposes to optimize the Customer’s and its Users’ use of the Services; or (5) as expressly permitted inwriting by the Customer or this Agreement.
2.4 Optional Add Ons.
(a) Premium Support Package. If the Customer has elected to enroll in the “Premium Support Package” (as indicated in the Order Form), then Inkit shall guarantee a response within 8 hours to any support ticket generated by the Customer.
(b) DPA Add On. If the Customer has elected to enroll in the “DPA Add On” (as indicated in the Order Form), then, to the extent Inkit processes any Personal Data contained in the Customer Data, the terms of the data processing addendum at www.inkit.com/dpa (“Data Processing Addendum”) apply and the Parties hereby agree to comply with such terms. In such event, the Data Processing Addendum is incorporated herein by this reference. In the event that the Customer does not elect to enroll in the “DPA Add On”, then the Customer shall not submit any Personal Data to Inkit or the Services, and without limiting any other remedy herein, the Customer shall indemnify Inkit from the Customer’s failure to comply with the foregoing.
(c) HIPAA Add On. If the Customer has elected to enroll in the “HIPAA Add On” (as indicated in the Order Form), then, to the extent Inkit processes any Protected Health Information contained in the Customer Data, the terms of the HIPAA Addendum at www.inkit.com/hipaaaddendum and, if applicable, the HIPAA Business Associate Addendum at www.inkit.com/baa apply, and the Parties hereby agree to comply with such terms. In such event, the HIPAA Addendum and the HIPAA Business Associate Addendum are incorporated herein by this reference. In the event that the Customer does not elect to enroll in the “HIPAA Add On”, then the Customer shall not submit any Protected Health Information to Inkit or the Services, and without limiting any other remedy herein, the Customer shall indemnify Inkit from the Customer’s failure to comply with the foregoing.
(d) Premium Services.
(i) If the Customer has elected the “Launch Implementation Package” (as indicated in the Order Form), then Inkit shall provide the Customer with up to 2 hours of assistance related to onboarding and integrating with the Services.
(ii) If there are any other services described in the Order Form (e.g., training or consulting services), then Inkit shall provide those services at Inkit’s standard hourly rates then in effect, unless otherwise stated in the Order Form.
(iii) Any services that Inkit provides to the Customer pursuant to this Section 2.4(d)may also be referred to in this Agreement as “Premium Services.”
2.5 API Changes. Inkit may, from time to time, modify, replace, or stop using APIs related to the Services (or any feature of the Services), and it is the Customer’s responsibility to ensure that calls or requests made on behalf of the Customer to the Services are compatible with then-current APIs. To the extent Inkit is aware of any compatibility issues in connection with any planned changes to its APIs, Inkit shall use commercially reasonable efforts to notify the Customer at least 15 days prior to the implementation of such changes. The Customer shall promptly comply with any reasonable instructions provided by Inkit in connection with any change that Inkit makes or intends to make to its APIs or the Services, including by promptly installing any updates, improvements, patches, or other adaptations or modifications provided by Inkit.
2.6 Protection of the Services. Inkit has the right to suspend the Customer’s access to the Services if the Customer’s use, in Inkit’s reasonable judgment, threatens the security, stability, integrity, or availability of the Services or otherwise harms or threatens to harm Inkit, other customers, or third parties. In such event, Inkit shall use commercially reasonable efforts to notify the Customer in advance of such suspension and provide the Customer with an opportunity to correct the issue prior to any such suspension. Inkit shall restore the Customer’s access to the Services once Inkit verifies that the Customer has resolved the condition requiring suspension. Inkit will have no liability for any such suspension made in good faith pursuant to this Section and there will be no corresponding reduction to the fees owed under this Agreement.
3. CUSTOMER RESPONSIBILITIES.
3.1 General. The Customer is solely responsible for its use of the Services, including all actions (whether or not authorized) taken by the Customer’s account. The Customer shall use, and ensure its Users use, the Services in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.
3.2 Account Access. The Customer shall: (1) limit access to the Services to persons who are the Customer’s employees and contractors;(2) ensure the Customer’s access credentials for the Services and related API keys are kept strictly confidential and not shared with any unauthorized person; and (3) promptly notify Inkit of any known or suspected breach of security or unauthorized use of the Customer’s account or related API keys.
3.3 Use Restrictions. The Customer shall use the Services solely for its business purposes as contemplated by this Agreement. Without limiting the foregoing, the Customer shall not: (1) modify, copy, or create derivative works based on the Services; (2) license, sell, resell, lease, distribute, or otherwise commercially exploit as a standalone product, or make available to any third party, the Services, any component of the Services, or any Content not owned by the Customer (unless the Content is expressly licensed to the Customer for such purpose); (3) reverse engineer, decompile, or otherwise derive the source code and other intellectual property underlying the Services or attempt to do any of the foregoing (except to the extent applicable law prohibits restrictions on reverse engineering); (4)distribute via, or store on, the Services unlawful, offensive, or tortious material; (5) use the Services or the Content, or cause the Services or the Content, to infringe upon or violate any third-party intellectual property or other proprietary right; (6) attempt to gain unauthorized access to the Services, the Content, or the related systems or networks or allow third parties to do so; (7)access or search, or attempt to access or search, the Services or the Content by any means (automated or otherwise) other than through currently available, published interfaces; (8) probe, scan, or test the vulnerability of any system or network related to the Services or breach, disable, or circumvent Inkit’s security measures; (9) interfere with or disrupt the integrity or performance of the Services, the data contained therein, or the servers or networks connected to the Services; (10) send via, upload to, or store on the Services any viruses, worms, time bombs, trojan horses, or other harmful or malicious code, files, scripts, agents, or programs; (11) use the Services or the Content to phish, pharm, pretext, spider, crawl, or scrape; (12) alter, remove, or suppress any copyright, trademark, or other proprietary notice displayed by the Services; (13) access the Services in order to build a competitive product or service or copy any features, functions, or other component of the Services; (14)use the Services to harass, defame, slander, or intimidate; or (15) use the Services or the Content for any illegal or unauthorized purpose.
3.4 Customer Data. The Customer is solely responsible for all Customer Data and its use, including distribution, via the Services. Inkit has the right (but not the obligation), in its discretion, (1) to access and review Customer Data and (2) to refuse to distribute or otherwise process Customer Data where such Customer Data, or the delivery of such Customer Data to recipients, is, in Inkit’s reasonable opinion, likely to be unlawful.
3.5 Vendors. The Parties hereby acknowledge and agree that: (1) the Services may be used in connection with third-party services, such as printing and mailing services, if the Customer elects to do so; (2) any such third-party services will be provided by third-party Vendors;(3) the Customer is solely responsible for selecting, contracting with, and working with its Vendors; and (4) Inkit bears no responsibility for any Vendor, the associated services, or whether a Vendor’s platform, software, or services properly integrates with the Services.
4. PAYMENT TERMS.
4.1 Subscription Price. The Customer shall pay to Inkit the “Annual Net Subscription Total” set forth in the Order Form (also referred to in this Agreement as the “Subscription Price”) on a yearly basis. The Subscription Price covers a 1-year subscription to the Services, use of the Services to generate up to the quantity of Pages set forth in the Order Form during that year (the “Annual Maximum Page Limit”), and any add on subscription features indicated in the Order Form. The Customer hereby acknowledges and agrees that: (1) the Subscription Price is for a subscription to the Services and will not be decreased if the total Pages actually generated via the Services in a given year is less than the Annual Maximum Page Limit; (2)payment obligations under this Agreement are non-cancelable; and (3) any fees paid under this Agreement are non-refundable, except pursuant to Section 8.1(Indemnification by Inkit), Section 10.3 (Termination for Cause), or Section11.11 (Force Majeure).
4.2 Additional Usage Amount. If the number of actual Pages generated in a year by the Services exceeds the Annual Maximum Page Limit for that year, then the Customer shall also pay to Inkit an additional fee (the “Additional Usage Amount”) equal to the number of Pages generated over the Annual Maximum Page Limit, multiplied by the Overage Page Cost.
4.3 Premium Services Fee. The Customer shall pay to Inkit any fees for Premium Services on or before the Subscription Start Date, unless otherwise stated in the Order Form.
4.4 Invoicing; Payments. Unless otherwise stated in the Order Form, (1) the Subscription Price will be invoiced electronically for the corresponding year and due as set forth in the Order Form, (2) any Additional Usage Amounts will be invoiced electronically at the end of each calendar month and due upon receipt of such invoice, and (3) any fees for Premium Services will be due as set forth in Section 4.3. To the extent the Customer has provided ACH or credit card information to Inkit for the purpose of processing payments, the Customer hereby authorizes Inkit to automatically charge, without further notice, the Customer’s account for any fees set forth herein upon issuance of the corresponding invoice. The Customer is responsible for maintaining complete and accurate billing and contact information within the Services.
4.5 Late Payments. If the Customer fails to pay any fee within 15 days from when due, a late fee shall accrue on the unpaid amount at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, and the Customer will be responsible for all reasonable expenses of collection(including attorneys’ fees). In addition, if the Customer’s account is 30 days or more overdue, Inkit has the right, in addition to any of its other rights or remedies, to suspend the Customer’s access to the Services upon written notice until such amounts are paid in full. If such failure to pay has not been cured within60 days of the due date, then Inkit has the right to terminate this Agreement and any or all outstanding Order Forms upon written notice to the Customer, in accordance with Section 10.3 (Termination for Cause). Inkit shall not exercise its rights to suspend or terminate the Services under this Section if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve such dispute.
4.6 Taxes. The payments set forth in this Agreement do not include any direct or indirect local, state, federal, or foreign taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with the Services, excluding taxes based on Inkit’s net income or property. If Inkit has any legal obligation to pay or collect Taxes for which the Customer is responsible, the appropriate amount shall be invoiced to and promptly paid by the Customer, unless the Customer provides Inkit with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. PROPERTY RIGHTS.
5.1 License Grant to the Services. Inkit hereby grants to the Customer a limited, non-exclusive, non-transferrable, non-sublicensable right and license to access and use the Services, during the Term, solely as contemplated by this Agreement.
5.2 License Grant to Customer Data. The Customer hereby grants to Inkit a limited, non-exclusive, non-transferrable, non-sublicensable right and license to copy, distribute, and use the Customer Data and other intellectual property owned by or licensed to the Customer solely to perform the Services and any Premium Services in accordance with this Agreement and as otherwise permitted herein.
5.3 Reservation of Rights. Subject to the rights expressly granted under this Agreement: (1)Inkit retains and reserves all rights, title, and interest in and to the Services, any Premium Services, and any intellectual property related thereto, including with respect to any software, applications, technology, improvements, enhancements, and modifications in connection with any of the foregoing; and (2)the Customer retains and reserves all rights, title, and interest in and to the Customer Data and any intellectual property related thereto. No rights are granted to either Party by this Agreement other than as expressly set forth herein.
5.4 Marketing Rights. Inkit may use the Customer’s name verbally to identify the Customer as an Inkit customer and may also use the Customer’s name and logo in writing to identify the Customer as a customer and in marketing materials; provided that Inkit complies with any Customer-provided written trademark usage guidelines.
5.5 Feedback. In the event the Customer provides Inkit with ideas, suggestions, comments, or other feedback regarding the Services or any Premium Services (collectively, the “Feedback”), Inkit has the right (but not the obligation) to use, disclose, reproduce, license, distribute, exploit, and incorporate into the Services or Premium Services such Feedback as it sees fit, without obligation (including any payment obligation to the Customer) or other restriction. By providing Feedback, the Customer assigns and licenses to Inkit any and all right, title, and interest in and to such Feedback, including any intellectual property rights related thereto.
5.6 Aggregated Information. Notwithstanding anything herein to the contrary, Inkit has the right: (1) to aggregate, collect, and analyze data and other information relating to the provision, use, and performance of the Services; (2)use such data and other information to develop and improve the Services; and (3)disclose such data and other information solely in an aggregated and anonymized format; provided, in each case, that such use does not identify the Customer or any individual and does not disclose any Confidential Information other than in an aggregated and anonymized format.
6.1 Definition. As used herein, “Confidential Information” means all confidential and proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is marked or designated as “Confidential” or “Proprietary” or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure. The term “Confidential Information” includes, among other things, a Party’s business and marketing plans, technology and technical information, product designs, and business processes. The Customer Data is Confidential Information of the Customer, and all information and data relating to the provision of the Services and the pricing and other terms set forth in the Order Form are Confidential Information of Inkit. Confidential Information does not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or any third party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (3) was independently developed by the Receiving Party; or (4) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Confidentiality Obligations. The Receiving Party: (1) shall not use or reproduce the Confidential Information for any purpose other than in the performance of its obligations hereunder or as expressly permitted hereunder; and (2) shall not disclose all or part of the Confidential Information without the Disclosing Party’s written consent or as expressly permitted hereunder, except to the Receiving Party’s directors, managers, employees, contractors, investors, potential investors, attorneys, accountants, consultants, and agents (“Representatives”) who need access to such Confidential Information for purposes consistent with this Agreement and who are subject to written confidentiality obligations with the Receiving Party containing protections no less stringent than those contained herein. The Receiving Party is liable for any breach of this Section by its Representatives.
6.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost and to the extent legally permitted, if the Disclosing Party wishes to contest the disclosure.
6.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) the Disclosing Party’s Confidential Information in breach of this Agreement, the Disclosing Party has the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged that any other available remedy would be inadequate.
7. REPRESENTATIONS & WARRANTIES; DISCLAIMERS.
7.1 Mutual. Each Party represents and warrants to the other Party that: (1) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (2) the execution of this Agreement and the performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (3) this Agreement constitutes a legal, valid, and binding obligation when signed by both Parties.
7.2 Inkit. Inkit represents and warrants that: (1) Inkit shall use reasonable efforts consistent with prevailing industry standard to provide the Services in a manner that minimizes errors and interruptions in the Services, and any Premium Services will be performed in a professional and workmanlike manner; and (2) Inkit owns or licenses all intellectual property rights required to provide the Services as contemplated by this Agreement and has the authority to grant the rights being granted hereunder.
7.3 Customer. The Customer represents and warrants that: (1) the Customer Data and its distribution via the Services does not and will not violate any laws, contractual restrictions to which the Customer is a party or otherwise bound, or other third-party rights, including copyright, trademark, privacy, personality or other personal or proprietary right; (2) the Customer Data does not contain viruses, adware, spyware, worms, or other malicious code; and (3)the Customer has all rights, powers, and authority to submit, use, and distribute the Customer Data in connection with the Services as contemplated herein and to grant the rights being granted hereunder.
7.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTEDBY LAW, INKIT DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES ANDANY PREMIUM SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIORORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTYOF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULARPURPOSE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ANY PREMIUMSERVICES ARE PROVIDED “AS IS” AND INKIT EXPRESSLY DISCLAIMS THAT THE SERVICES ANDPREMIUM SERVICES WILL BE ERROR FREE, SECURE, OR UNINTERRUPTED. FURTHER, INKITMAKES NO WARRANTY WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITYFOR, ANY THIRD-PARTY SOFTWARE OR VENDOR USED BY THE CUSTOMER IN CONNECTION WITHTHE SERVICES, INCLUDING (WITHOUT LIMITATION) WHETHER A VENDOR’S PLATFORM,SOFTWARE, OR SERVICES PROPERLY integrate WITH THE SERVICES.
8. MUTUAL INDEMNIFICATION.
8.1 Indemnification by Inkit. Subject to Section 9(Limitation of Liability), Inkit shall defend the Customer against any claims, demands, suits, or proceedings (“Claims”) that a third party makes or brings against the Customer alleging: (1) that the Customer’s use of the Services within the scope of this Agreement infringes the intellectual property rights of such third party; (2) a breach by Inkit of its confidentiality obligations under Section 6 (Confidentiality); or (3) Inkit’s gross negligence or willful misconduct; and shall indemnify the Customer from any damage or judgments finally awarded against the Customer incurred in connection with a Claim. If Inkit receives information about an infringement claim related to Inkit’s provision of the Services, Inkit shall, in its discretion and at no cost to the Customer, (a) modify the Services so that they no longer infringe, (b) obtain a license for the Customer’s continued use of the Services in accordance with this Agreement, or if (a) and (b) are not reasonably practicable, then (c)terminate the Customer’s subscriptions for the Services upon 30-day written notice and refund the Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. Inkit has no obligation to indemnify or defend the Customer to the extent any Claim arises from the Customer’s use of the Services in breach of this Agreement or the Customer’s use of any Vendor’s services.
8.2 Indemnification by Customer. Subject to Section 9(Limitation of Liability), the Customer shall defend Inkit against any Claims that a third party makes or brings against Inkit alleging: (1) that the Customer Data infringes the intellectual property rights or other rights of a third party; (2) a breach by the Customer of its confidentiality obligations under Section 6 (Confidentiality); (3) a breach of this Agreement by the Customer; or(4) the Customer’s (or its User’s) gross negligence or willful misconduct; and shall indemnify Inkit from any damage, expense, or judgment finally awarded against, or part of any final settlement by, Inkit in connection with a Claim. The Customer has no obligation to indemnify or defend Inkit to the extent any Claim arises from Inkit’s provision of the Services in breach of this Agreement.
8.3 Procedure. The Party seeking indemnification must: (1) promptly notify the indemnifying Party in writing of the applicable Claim for which indemnification is sought; provided that the failure to notify such Party does not relieve a Party of its indemnification obligations hereunder, unless the indemnifying Party has been materially prejudiced thereby; (2) give the indemnifying Party sole control of the defense and settlement of the Claim (except that the indemnifying Party may not settle a Claim without the other Party’s written consent, unless the settlement unconditionally releases the indemnified Party of all liability without requiring any action by such Party); and (3) provide the indemnifying Party with all non-monetary assistance, information, and authority reasonably required for the defense and settlement of such Claim.
8.4 Exclusive Remedy. This Section 8 (Mutual Indemnification) sets forth the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of third-party claim described in this Section.
9. LIMITATION OF LIABILITY
9.1 DEFINITION. IN THIS SECTION, THE TERM “LIABILITY” MEANS ANY LIABILITY, WHETHERUNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.
9.2 LIMITATIONS. SUBJECT TO SECTION 9.3 BELOW, NEITHERPARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: (1) THE OTHER PARTY’S LOST REVENUES; (2) INDIRECT, SPECIAL, INCIDENTAL, ORCONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE); OR (3) EXEMPLARY OR PUNITIVEDAMAGES; AND EACH PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISINGOUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY THECUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TOLIABILITY, AND EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF RELATING TO THISAGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER.
9.3 EXCEPTIONS. NOTHING IN THIS AGREEMENT EXCLUDES ORLIMITS EITHER PARTY’S LIABILITY FOR: (1) DEATH OR PERSONAL INJURY RESULTINGFROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS PERSONNEL; (2) FRAUD OR FRAUDULENTMISREPRESENTATION; (3) ITS RESPONSIBILTIES UNDER SECTION 8.2 (INDEMNIFICATIONBY CUSTOMER); OR (4) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITEDUNDER APPLICABLE LAW. FURTHER, THE LIMITATIONS IN THIS SECTION DO NOT LIMIT THECUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER.
10. TERM; TERMINATION.
10.1 Term. The Agreement’s term begins on the last date set forth beneath the Parties’ signatures on the applicable Order Form and continues until terminated as set forth herein (the “Term”).
10.2 Termination of Subscription. The Customer’s subscription to the Services begins on the Subscription Start Date and continues for the duration of the Initial Term. Unless otherwise set forth in the applicable Order Form, at the end of the Initial Term and each subsequent term thereafter, the Customer’s subscription will automatically renew for an additional term equal in length to the Initial Term (each such term, a “Renewal Term”), unless either Party gives the other Party notice of non-renewal at least 30 days prior to the end of the Initial Term or the applicable Renewal Term. Inkit reserves its right to increase its pricing on renewal by giving the Customer at least 60-day notice of such price increase prior to the end of Initial Term or the applicable Renewal Term; provided, however, that any such price increase will not exceed 7% above the price that was in effect for the same products and services during the immediately preceding term.
10.3 Termination for Cause. Either Party has the right to terminate this Agreement for cause: (1) upon 30-day written notice of a material breach to the other Party if such breach remains uncured at the expiration of such period; or (2) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. In the event that the Customer terminates this Agreement for cause, Inkit shall refund the Customer any prepaid fees covering the remainder of the Term after the date of termination. Such termination does not relieve the Customer of its obligation to pay any fees accrued or payable to Inkit prior to the effective date of termination. In the event that Inkit terminates this Agreement for cause, the Customer is obligated to pay all fees owed for the remainder of the Term.
10.4 Customer Data Deletion. Inkit shall enable the Customer to export its Customer Data at any time during the Term of this Agreement. Following the termination or expiration of this Agreement, Inkit shall cease providing the Services to the Customer and delete or securely overwrite Customer Data, in accordance with this Agreement, applicable laws, and the Documentation; provided that Inkit, subject to the ongoing confidentiality obligations described in Section 6, may retain any copies of Customer Data as may be required to comply with applicable law or that are maintained as archive copies on Inkit’s disaster recovery or information technology backup systems.
10.5 Survival. The following sections survive the expiration or termination of this Agreement: 3-10 (exclusive of Section5.1).
11.1 Relationship. The Parties are independent contractors. This Agreement does not create a partnership, employment, joint venture, agency, or fiduciary relationship between the Parties. Neither Party has any authority to obligate or bind the other Party.
11.2 Export Compliance. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing, using, and accessing the Services.
11.3 Notices. All notices under this Agreement must be in writing and will be deemed given upon: (1) personal delivery; (2) the second business day after being deposited with an overnight courier service of recognized standing; (3) the third business day after being deposited in certified or registered mail, return receipt requested; or (4) except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email. Legal Notices must be identified as Legal Notices. Notices to Inkit must be sent to the address set forth for Inkit in the Order Form. Billing-related notices to the Customer must be sent to the billing contact designated by the Customer in the Order Form or the address subsequently provided to Inkit for such purpose. All other notices to the Customer must be addressed to the address set forth for notices in the Order Form or such other address as may be subsequently provided to Inkit for such purpose.
11.4 Assignment. Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party has the right to assign this Agreement (including all Order Forms) without the consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. A Party’s attempt to assign its rights or obligations under this Agreement in breach of this Section is void. Subject to the foregoing, this Agreement is binding on, and inures to the benefit of, the Parties, their respective successors, and permitted assigns.
11.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.6 Waiver; Cumulative Remedies. No waiver of any provision of this Agreement is effective, unless explicitly set forth in writing as such and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right or remedy under this Agreement shall be construed as a waiver thereof. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies available to a Party at law or in equity.
11.7 Entire Agreement. This Agreement and any exhibits, schedules, and addenda are the entire agreement between the Parties regarding the Customer’s use of the Services and supersede all prior and contemporaneous agreements, proposals, and representations (written or oral) concerning such subject matter, including Inkit’s standard Terms of Service (located at https://www.inkit.com/legal). No modification or amendment of any provision of this Agreement is effective unless in writing and signed by the Parties. The Parties hereby agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) these Terms and Conditions, and (3) any exhibit, schedule, or addendum to this Agreement.
11.8 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will be ineffective as to such jurisdiction to the extent of such prohibition or unenforceability, without invalidating the remaining provisions of the Agreement in such jurisdiction or affecting the validity or enforceability of such provision or any other provisions in any other jurisdiction.
11.9 Governing Law; Arbitration. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles of that state or any other jurisdiction. THE PARTIES HEREBY AGREE THAT ANY CAUSE OFACTION, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALLBE SUBMITTED EXCLUSIVELY TO, AND SETTLED EXCLUSIVELY BY, ARBITRATION ADMINISTEREDBY JAMS, IN ACCORDANCE WITH ITS APPLICABLE RULES, IN NEW YORK, NEW YORK. Each Party hereby agrees that it is waiving its right to a trial by jury. Notwithstanding the foregoing, Inkit has the right to bring a lawsuit against the Customer in any court of competent jurisdiction for injunctive relief to stop any unauthorized use or abuse of the Services without first engaging in arbitration.
11.10 Interpretation. The section headings in this Agreement are only for convenience and are not intended to be considered in interpreting any provision herein. The term“ including” and its variants when used in this Agreement are deemed to be followed by the words “without limitation.” This Agreement is the result of negotiations between and has been reviewed by each of the Parties; accordingly, this Agreement is the product of all of the Parties, and no ambiguity shall be construed in favor of or against any one of the Parties.
11.11 Force Majeure. Neither Party will be in breach of this Agreement for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy (exclusive of a labor controversy with such Party’s own employees), civil disturbance, terrorism, war (whether or not officially declared), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment, or decree (“event of Force Majeure”).In the event of the occurrence of an event of Force Majeure, the Party prevented from or delayed in performing its obligations hereunder must use all commercially reasonable efforts to notify the other Party as soon as commercially practicable of: (1) the existence of the event of Force Majeure and a reasonably detailed description of such event; and (2) the effect of the event of Force Majeure on such Party’s ability to perform its obligations under this Agreement. Any Party so affected shall use all commercially reasonable efforts to minimize the effects of the event of Force Majeure and to update the other Party of all such efforts and any changes in the existence of the event of Force Majeure, as necessary. The affected Party will resume performance as soon as commercially practicable after it is no longer subject to the event of Force Majeure. Notwithstanding anything to the contrary, if a Party is subject to an event of Force Majeure for longer than 30 consecutive days, the Parties agree that they will discuss, in good faith, potential modifications to this Agreement to address the event of Force Majeure and, if an agreement cannot be reached, the unaffected Party has the right to immediately terminate the Agreement; provided that the unaffected Party does so during the continuation of such event of Force Majeure and within 30 days from the date such discussions commenced.
11.12 Government Terms. Inkit provides the Services for ultimate federal government end use solely in accordance with the terms of this Agreement. If the Customer (or any of its Users) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, and any related documentation, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Services were developed fully at private expense.
11.13 Counterparts. Any Order Form may be signed in any number of counterparts, each of which is deemed an original and all of which together constitute one legal instrument. Any Order Form may be executed by digital, electronic, or PDF signature.
“Additional Usage Amounts” has the meaning set forth in Section 4.2.
“Annual Maximum Page Limit” has the meaning set forth in Section 4.1 and is based on the Quantity of Pages set forth in the Order Form.
“Claims” has meaning set forth in Section 8.1.
“Confidential Information” has the meaning set forth in Section 6.1.
“Content” means any information, data, text, images, videos, audio files, content, and other materials uploaded to or downloaded from, stored on, obtained via, or transmitted through the Services.
“Customer Data” means any content, material, data, or information supplied, uploaded, distributed, transmitted, or otherwise made available through the Services by, or on behalf of, the Customer or its Users.
“Data Processing Addendum” has the meaning set forth in Section 2.4.
“Disclosing Party” has the meaning set forth in Section 6.1.
“Documentation” means the printed and digital instructions, online help files, technical documentation, and user manuals made available by Inkit for use with the Services.
“Event of Force Majeure” has the meaning set forth in Section 11.11.
“Feedback” has the meaning set forth in Section 5.5.
“Initial Term” has the meaning set forth on the applicable Order Form.
“Legal Notices” has the meaning set forth in Section 11.3.
“Order Form” means an order form that is signed by both Parties and sets forth the specific subscription information and pricing for the Customer in connection with the Services.
“Overage Page Cost” equals the number set forth in the Order Form.
“Page” means an electronic page generated by the Services from Customer Data, with an output size limit not to exceed 10 MB.
“Party” means each of Inkit and the Customer.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Premium Services” has the meaning set forth in Section 2.4(d).
“Protected Health Information” has the meaning given to it in 45 CFR §160.103.
“Receiving Party” has the meaning set forth in Section 6.1.
“Renewal Term” has the meaning set forth in Section 10.2.
“Representatives” has the meaning set forth in Section 6.2.
“Services” means Inkit’s specific proprietary and generally available software-as-a-service product specified in the Customer’s Order Form, including any related code developed and provided by Inkit to the Customer for use in connection with such proprietary product, including any subsequent updates or upgrades of any of the foregoing.
“Subscription Price” has the meaning set forth in Section 4.1 and initially equals the “Annual Net Subscription Total” set forth in the Order Form.
“Subscription Start Date” has the meaning set forth in the applicable Order Form.
“Taxes” has the meaning set forth in Section 4.5.
“Term” has the meaning set forth in Section 10.1.
“User” means an individual who is authorized by the Customer to use the Services.
“Vendor” means a third-party vendor or similar entity chosen by the Customer whose services or functionality interoperates with the Services, at Customer’s discretion, in connection with the Customer’s use of the Services.
Inkit Inc. (“Inkit”, “us“, “our“, and “we“) respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/ legislation/dmca.pdf, we will respond expeditiously to claims of copyright infringement committed using the Inkit service or the Inkit website (the “Site”) if such claims are reported to our Designated Copyright Agent identified in the sample notice below.
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to our Designated Copyright Agent. Upon receipt of Notice as described below, Inkit will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.
DMCA Notice of Alleged Infringement (“Notice”)
1. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
3. Provide your full legal name, company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:
5. Provide your full legal name and your electronic or physical signature.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Deliver this Notice, with all items completed, to our Designated Copyright Agent:
Inkit Legal Department
919 N Market St #725
Wilmington, DE 19801
Last Updated: October 1, 2020
Cookies are data files containing small amounts of information that are placed on your computer or device when you visit a website. Cookies are widely used by website owners to uniquely identify your browser and to store information or settings for a variety of purposes, such as to keep you logged into your account as you navigate between secure pages, to remember your preferences between sessions, to facilitate online advertising, and so on.
Cookies set by a website owner (in this case, Inkit) are called “first-party cookies.” Cookies set by parties other than the website owner are called “third-party cookies.” Third-party cookies enable third-party features or functionality to be provided through the website (like advertising, interactive content, and analytics). The parties that set these third-party cookies can recognize your computer when you visit the website in question and certain other websites. Inkit uses both first-party and third-party cookies.
Inkit uses, or allows to be used, 4 types of cookies on its website.
The below table shows the specific cookies served through Inkit’s website:
You can prevent cookies from being set on your computer or device by adjusting the settings of your browser (see your browser “Help” for how to do this). However, be aware that disabling cookies will affect the functionality of this and many other websites that you visit. Disabling cookies will usually result in also disabling certain functionality and features of this website and the Services. Therefore, it is recommended that you do not disable cookies.
Questions? For more information, contact Inkit at firstname.lastname@example.org.
Last Updated: October 1, 2020
These Standard Contractual Clauses form part of the Data Processing Addendum between Inkit Inc. and the Customer or any applicable Authorized Affiliate (the “DPA”) to reflect the parties’ agreement with regard to the Processing of Personal Data (as defined in the DPA). For purposes of these Standard Contractual Clauses, when and as applicable, the Customer and any applicable Authorized Affiliate are each the data exporter, and the Customer’s signing of the DPA or an Agreement referencing the DPA, or a Customer’s Affiliate signing an Order Form under an Agreement referencing the DPA, shall be treated assigning of these Standard Contractual Clauses and their appendices. All capitalized terms not defined herein have the meaning set forth in the DPA.
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
Name of the data exporting organization: Customer or Customer Authorized Affiliate as set forth in the DPA or any applicable Order Form
Address: as set forth in the DPA or any applicable Order Form
Tel./ Fax/email: as set forth in the DPA or any applicable Order Form
Other information needed to identify the organization: Not applicable
(the data exporter)
Name of the data importing organization: Inkit Inc.
Address: 919 N Market St #725, Wilmington, DE 19801
Tel: (612) 712-1245; email: email@example.com
Other information needed to identify the organization: Not applicable
(the data importer)
each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a)to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g),Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Obligation after the termination of personal data processing services
1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
The Member States may complete or specify,according to their national procedures, any additional necessary information to be contained in this Appendix.
Details relevant for this Appendix 1,completed by the parties, are available in Schedule 2 to the DPA.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
Refer to Inkit’s Security, Privacy, and Architecture Datasheet attached as Schedule 1 to the DPA.
 Parties may reproduce definitions and meanings contained in Directive 95/46/EC within this Clause if they considered it better for the contract to stand alone.
 Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, interalia, internationally recognised sanctions, tax- reporting requirements or anti-money-laundering reporting requirements.
 This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.
Last Updated: October 1, 2020
You may elect to receive notifications any time a Sub-Processor is added to the above list by emailing firstname.lastname@example.org and requesting to receive such notifications.