Last Modified: 05/18/2022
"Account" means the account created by Client with iink to order and receive Services as set further detailed in Section 2.1.
"Affiliate" of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.
"Authorized User" means any individual to whom Client grants access authorization to use Client’s Account or otherwise uses the Service on Client’s behalf that is an employee, agent, contractor or representative of (a) Client, (b) Client's Affiliates, and/or (c) Clients and Client’s Affiliates’ Business Partners.
"Business Partner" means a legal entity that requires use of a Service in connection with Client’s and its Affiliates’ business operations. These may include Clients, distributors, service providers and/or suppliers of Client.
"Confidential Information" means (a) with respect to Client: (i) the Client Data, and/or (ii) Client financial information, and (a) with respect to iink: (i) iink Customer Data; (ii) the Service, Materials and analyses under Section 3.5, and (iii) information regarding iink research and development, product offerings, pricing and availability. (b) Confidential Information of either iink or Client also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
"Client" is the business entity identified in the Account registration with iink and seeks to use iink’s Services to manage payments from Customers who separately use iink’s Customer Services to facilitate endorsement of insurance claim checks.
"Client Customer Data" means Personal Information relating to Customer that Client collects directly from Customer for services Client provides Customer.
"Client Data" means any content, materials, data and information that Authorized Users enter into the production system of a Service or that Client creates and derives from its use of and stores in the Service (e.g. Client-specific reports). Client Customer Data and its derivatives will not include iink’s Confidential Information, iink’s content or intellectual property, and will not include iink Customer Data.
"Customer" means any individual: (i) to whom Client provides services as part of that individual’s insurance claim; (ii) to whom Client requests iink to offer iink’s Corp. Services; and (iii) who engages iink to provide Endorsement Services.
"Endorsement Services" are services iink offers and/or provides to Customer to facilitate Customer’s obtaining of requisite third-party endorsements on insurance claim checks in order for Customer to direct payment of some or all of those amounts to designated payees, which could include Client.
"iink" is iink Corp., a company duly organized and validly existing, located at 400 N. Ashley Dr. Ste. 2600-D, Tampa, Florida 33602.
"iink Customer Data" means any Personal Information relating to a Customer that a Customer provides directly to iink through any iink services.
"Materials" mean any materials provided or developed by iink in the course of performance under the Agreement, including in the delivery of any support or Services to Client. Materials do not include the Client Data, Client Confidential Information or the Service.
"Personal Information" means any information that identifies, relates to, describes, is reasonably capable of being associated or could be reasonably linked, directly or indirectly, with a particular individual.
"Professional Requirements" means those licensing and other professional conditions and requirements that Client must meet in order to request and order Services from iink.
"Service" and "Services" means the services provided to Client by iink as detailed in the Service Supplements set forth in Section 2.3.
"Supplement" means the supplemental terms and conditions that apply to the Services and that are incorporated in these General Terms and Conditions as set forth in Section 2.3.
"Term" means the period starting when a Client opens an Account until that Account and/or this Agreement is terminated.
In order to request and receive iink Services, Client must create an Account, meet Professional Requirements, and comply with this Agreement.
When creating an Account, Client must provide the name of the individual who is the primary Client contact and the name of the person who is authorized to enter into the Agreement on Client’s behalf (if different), the email and telephone numbers for both individuals, the Client’s address, and other information related to the Client's business. Client will create a username and password for its Account. It is Client’s responsibility to keep its Account username and password secure. The Client may not assign or otherwise transfer their Account to any other person or entity who is not an Authorized User. iink is not responsible for third party access to or use of a Client Account that results from theft, misuse, or misappropriation of Client’s username or password. Client shall immediately notify iink if Client believes its username, email, or password was lost, stolen, disclosed to an unauthorized party, or otherwise used without its authorization.
Client agrees to furnish factual, correct, current and complete information with regards to Client, Client Affiliates and Business Partners relating to its Account and/or the use of any Services. Client agrees to maintain and promptly update Client’s Account registration and profile information in order to maintain accuracy and completeness at all times.
If Client provides any false, untrue, inaccurate or incomplete information relating to its Account or Services, iink may suspend or terminate Client’s Account or Services.
Client must meet and comply with certain Professional Requirements in order to be able to request and obtain iink Services, including but not limited to: (i) having a current and valid professional license; (ii) maintaining business liability insurance; (iii) being in good standing with state and professional regulatory bodies or business bureaus; and (iv) providing a valid company tax identification information. Certain Services may have additional Professional Requirements as later specified.
During the Term and subject to Client’s compliance with the Agreement, iink grants to Client a non-exclusive, non-transferable and world-wide right to use the Services and Materials solely for Client’s and its Affiliates’ business operations. Permitted uses and restrictions of the Service also apply to the Materials.
The Services provided by iink, and the terms and conditions associated with them, as set forth below in the applicable Service Supplements:
iink Professional Terms- Insurance Claim Payments
iink Payments Terms - Multi-Party Check Endorsements
iink Funds Now Terms - Payment Advance Services
The Services include all websites, mobile applications, and any other software provided by iink as part of providing the Services.
Client may permit Authorized Users to use the Service. Access credentials for the Service may not be used by more than one individual but may be transferred from one individual to another if the original user is no longer permitted to use the Service. Client is responsible for all actions, including breach, relating to the Agreement of Authorized Users.
With respect to the Service, Client will not: (a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works of the Services, (b) transmit any content or data that is unlawful or infringes any intellectual property rights, or circumvent or endanger its operation or security, or (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services to any third party, other than to Business Partners who are part of the Services provided, (d) use the Services in any manner that violates applicable law, (e) use the Services to defraud or interfere with the rights or obligations of any third parties, including Customers, mortgage companies, insurers, financial institutions, or any Business Partners, (f) use the Services to impersonate or attempt to impersonate iink, an iink employee, any third parties, including any Clients, mortgage companies, insurers, and/or financial institutions, or any other customer or user or any other person or entity.
Client will monitor its own use of the Service and report any violations of the terms of the Agreement. iink may also monitor use to verify compliance with the Agreement.
iink, in its sole discretion, may suspend use of the Service if Client breaches any term of this Agreement or if continued use may result in material harm to the Service or its users. iink will provide notice to Client of such suspension.
The Service may include integrations with web services made available by third parties (other than iink or its Affiliates) that are accessed through the Service and subject to terms and conditions with those third parties. These third-party web services are not part of the Service and the Agreement does not apply to them.
Client understands that iink’s systems and processes are primarily web-based and mobile technology platforms. iink’s communications rely heavily on web messaging, email, texting, and sometimes phone or fax. Client understands that providing valid mobile numbers and email addresses for all parties will ensure the best communications experience with iink. iink will not be held liable for missed communications or notifications by any party or for any reason.
iink provides access to the Service as described in the Agreement.
iink provides support for the Service as referenced in the Support Terms found at https://iinktech.com/terms/support.
The Service may be modified by iink. iink will inform Client of modifications by email or by updating the Website or any of the Service Supplements. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include features for the Service, which Client may use subject to the then-current Supplement.
iink, or iink Affiliates may create analyses utilizing, in part, Client Data and information derived from Client’s use of the Service and may use any such analyses for its business purposes and/or to improve iink’s products and services. Analyses will anonymize and aggregate information and will be treated as Materials. Notwithstanding anything to the contrary set forth in this Agreement, Client shall retain ownership and intellectual property rights in and to the Client Data as set forth in the Agreement. Examples of how analyses may be used include: optimizing resources and support; research and development; automated processes that enable continuous improvement, performance optimization and development of new iink products and services; verification of security and data integrity; internal demand planning; and data products such as industry trends and developments, indices and anonymous benchmarking.
Client owns and controls the Client Customer Data it collects from Customer relating to Client’s provision of its services to Customer. In requesting iink Services, Client will provide Client Customer Data, including Customer name and email address, to iink in order for iink to offer its Endorsement Services or other iink services to Customer. Client will provide and is responsible for providing Customer all required and necessary notices and disclosures with respect to Client’s collection, use, handling, and disclosure of Client Customer Data, and in order to provide Client Customer Data to iink. Client grants to iink (including its Affiliates and subcontractors) a nonexclusive right to use and process Client Customer Data solely for offering Customer the Endorsement Services or other iink Services and to the extent necessary to provide and support the Service.
iink owns and controls the iink Customer Data it collects from Customer relating to iink’s provision of services, including Endorsements Services, to Customer. Any Personal Information iink collects directly from Customer through iink’s platform or services shall constitute iink Customer Data. iink will provide Customer with applicable privacy policies and notices and will describe its privacy practices for collecting, using, and sharing Customer Personal Information therein.
Client and iink acknowledge and agree that each Client and iink provide services to Customer in independent relationships with Customer. Accordingly, Client and iink collect, use, and share Customer information in accordance with their own business needs and privacy policies, which may include Client and iink sharing Personal Information relating to the Customer with each other. Client and iink acknowledge and agree that in certain instances each party will separately own and control the same duplicate Personal Information relating to the Customer. Each Client’s and iink’s ownership of Personal Information relating to the Customer that constitutes the same information does not affect the other party’s ownership or control of the same information.
Client and iink are each separately responsible for maintaining appropriate physical, technical, and administrative safeguards to protect the security, confidentiality, and integrity of Personal Information it owns or controls and to protect against and respond to any unauthorized access to or acquisition of such information.
During the Term, Client may access any Client Customer Data it has shared or disclosed to iink. iink will provide Client with Client Customer Data in a standard format to the extent technically feasible.
At the end of the Agreement, iink will delete the Client Customer Data remaining on servers hosting the Service unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement.
Client will pay undisputed fees for the Services ordered by the Client under the terms as set forth in the applicable Service Supplements. After prior written notice, iink may suspend Client’s use of the Service until payment of all undisputed amounts is made. Client cannot withhold, reduce or set-off fees owed. All fees collected by iink are non-cancellable and fees non-refundable, except if provided in the Agreement.
If Client fails to make any payment when due then, in addition to all other remedies that may be available, iink may charge interest on the past due amount at the rate of 1.95% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law, which amount shall be in addition to all other fees and penalties contained herein. Client shall reimburse iink for all costs incurred by iink in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees.
Fees and other charges imposed will not include taxes, all of which will be for Client’s account. Client is responsible for all taxes, other than iink’s income and payroll taxes. Client must provide to iink any direct pay permits or valid tax-exempt certificates prior to signing a Client Acceptance Form. If iink is required to pay taxes (other than its income and payroll taxes), Client will reimburse iink for those amounts and indemnify iink for any taxes and related costs paid or payable by iink attributable to those taxes.
iink is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits of Client or, with respect to the ink Now product, Customer (as defined in the Supplemental Terms and Conditions - iink Now) (general or special, time or demand, provisional or final, in whatever currency) at any time held or otherwise accessible to iink in any accounts against any of and all the fees, liabilities and obligations owing from Client to iink, to the extent such fees, liabilities or obligations are not received within 15 days of the applicable payment due date. Client will shall make iink an approved ACH debitor on all such account(s) at all times, and Client will shall deliver to iink on a quarterly basis (or more frequently upon request) written evidence that iink remains an approved ACH debitor on such account, whether in the form of a screenshot or otherwise. With respect to iink Now Services, Customer shall make iink, and Client shall cause Customer to make iink, an approved ACH debitor on all such account(s) at all times, and Client or Customer will deliver to iink on a quarterly basis (or more frequently upon request) written evidence that iink remains an approved ACH debitor on such account, whether in the form of a screenshot or otherwise. The rights of iink under this Section are in addition to other rights and remedies (including other rights of setoff) which iink may have.
In addition, if Client owes iink any fees, liabilities and obligations that remain unpaid for more than 15 days after the payment due date, iink shall have the right to holdback from any funds to be issued to Client (or on Client’s behalf) until iink is repaid in full for all such fees, liabilities and obligations owing from Client to iink. These holdback amounts may be up to 20% of the funds to be issued, depending on Client’s tier.
Client shall reimburse iink for all fees, costs and expenses incurred in (a) collecting or seeking reimbursement for any overdue payments and related interest or (b) enforcing the terms of this Agreement or seeking remedies or relief due to a breach thereof, including, without limitation, all attorneys' fees, legal costs, court costs, collection agency fees and any insurance deductibles (including iink’s fraud insurance deductible).
In order to secure its payment of the fees, liabilities and obligations that may become due hereunder, Client hereby grants to iink a security interest in and to all of Client’s accounts (as defined in the Uniform Commercial Code as in effect from time to time in the State of Florida (the "UCC")) and all of the Client’s accounts receivable (as defined in the UCC) evidencing any right to payment for goods sold or leased or for services rendered, now existing or subsequently acquired, including the proceeds thereof. Client hereby authorizes iink to file or record any document necessary to perfect, continue, amend, or terminate its security interest in such collateral, including, but not limited to, any financing statements, including amendments, authorized to be filed under the UCC, without signature of Client where permitted by law.
All funds received by Client must be used by Client solely for the restoration of the associated property, and such work must be completed within thirty (30) days after receipt of such funds. If such work is not otherwise used for the restoration of the associated property, iink shall be authorized to take all actions authorized under Section 5.6 above. iink shall also be authorized to request information about accounts receivable directly from Client’s customers.
All agreements between Client and iink, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever, shall the amount paid, or agreed to be paid, to iink for the use, forbearance or detention of the money to be advanced by iink or otherwise, exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provision of this Agreement at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances iink shall ever receive anything of value as interest or deemed interest by applicable law under this Agreement, any supplement to this Agreement or any other document evidencing, securing or pertaining to the obligations contemplated by this Agreement or any supplement to this Agreement or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the amounts owing under this Agreement or any supplement to this Agreement, and not to the payment of interest. The terms and provisions of this Section 5.8 shall control and supersede every other conflicting provision of all agreements between iink and Client.
(a) The Client may terminate their Account by submitting a cancellation or termination request to email@example.com.
(b) iink may immediately suspend, terminate, discontinue and/or limit the Client’s Account, this Agreement, and access to any of our Services: (i) for any breach or violation by the Client of this Agreement; (ii) by way of requests from law enforcement or any other governmental agencies; (iii) due to the discontinuance, alteration and/or material modification to our Services, or any part thereof; (iv) due to unexpected technical or security issues and/or problems with the Services; (v) due to any extended periods of inactivity of using the Services by Client; (vi) due to any engagement by the Client in any fraudulent or illegal activities; (vii) due to the nonpayment of any associated fees that may be owed by the Client; (viii) due to the Client failing to, within 7 days, to endorse any check in its possession or to deliver any check in its possession to iink; and/or (ix) Client attempts to, or does, deposit any check into another account other than the Account.
(c) iink will provide notice to Client of any termination of the Client’s Account and this Agreement.
(d) Client agrees that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at the sole discretion of iink and that iink shall not be liable to the Client or any other third party with regards to the termination of the Client’s Account and/or access to any of the Services.
Upon the termination of the Client’s Account and/or this Agreement: (a) Client’s right to use the Service and all iink Confidential Information will end, (b) iink will remove access to the Client’s Account and will have the right to delete all Client Data associated with the Account.
Sections 1, 5, 6.3, 7.6, 8, 9, 10, 11, and 12 will survive the termination of the Agreement and/or Client’s Account.
Each party represents and warrants to the other party that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and this Agreement shall constitute the legal, valid and binding obligation of that party, enforceable against that party in accordance with its terms.
Client represents, warrant, and covenant to iink that Client owns or otherwise have and will have the necessary rights and consents in and relating to the Client Data so that, as received by the iink and used in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law.
Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with: (a) in the case of iink, the operation of iink’s business as it relates to the Service, and (b) in the case of Client, the Client Data and Client’s use of the Service.
iink warrants that it will provide the Service with the degree of skill and care reasonably expected from a skilled and experienced supplier of services substantially similar to the nature and complexity of the Service.
Client’s sole and exclusive remedies and iink’s entire liability for breach of the warranty under Section 7.2 will be the re-performance of the deficient Service, and if iink fails to re-perform, Client may terminate the order for the affected Service
(a) THE CLIENT HEREIN EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES ARE AT THE SOLE RISK OF THE CLIENT. THE SERVICES SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. IINK AND THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) IINK AND THEIR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTIES THAT (i) THE SERVICES WILL MEET THE CLIENTS REQUIREMENTS; (ii) THE SERVICES SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY THE CLIENT THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SERVICES SHALL BE CORRECTED. (c) ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE SERVICES SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL. (d) NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM IINK OR BY WAY OF OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. (e) THE WARRANTIES IN SECTIONS 7.2 AND 7.4 WILL NOT APPLY IF: (i) THE SERVICE IS NOT USED IN ACCORDANCE WITH THE AGREEMENT; (ii) ANY NON-CONFORMITY IS CAUSED BY CLIENT, OR BY ANY PRODUCT OR SERVICE NOT PROVIDED BY IINK, OR (iii)THE SERVICE WAS PROVIDED FOR NO FEE. (f) THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
(a) iink will defend and indemnify Client against claims brought against Client and its Affiliates by any third party alleging that (i) Client’s and its Affiliates’ use of the Service infringes or misappropriates a patent claim, copyright, or trade secret right. iink will indemnify Client against all damages finally awarded against Client (or the amount of any settlement iink enters into) with respect to these claims. (b) iink’s obligations under Section 8.1 will not apply if the claim results from (i) Client’s breach of this Agreement, (ii) use of the Service in conjunction with any product or service not provided by iink, or (iii) use of the Service provided for no fee.
Client will defend and indemnify iink against any and all claims brought against iink, its Affiliates and subcontractors by any third party, including Customer, related to: (i) any services provided by Client to Customer; (ii) Client Data; (iii) the use of the Services by Client; and (iv) any breach of the terms of this Agreement by Client.
Client will indemnify iink against all damages finally awarded against iink, its Affiliates and subcontractors (or the amount of any settlement Client enters into) with respect to these claims.
(a) The party against whom a third-party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. (b) The party that is obligated to defend a claim will have the right to fully control the defense. (c) Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.
The provisions of Section 8 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights.
Neither party will exclude or limit its liability for damages resulting from: (a) the parties’ obligations under Section 8.1(a) and 8.2, (b) any failure by Client to pay any fees due under the Agreement.
SUBJECT TO SECTIONS 9.1 AND 9.3, IINK’S MAXIMUM AGGREGATE LIABILITY (OR ITS RESPECTIVE AFFILIATES OR IINK’S SUBCONTRACTORS) TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY OR ALL EVENTS (OR SERIES OF CONNECTED EVENTS) RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT FOR THE SERVICES DIRECTLY CAUSING THE DAMAGE.
SUBJECT TO SECTION 9.1: (a) NEITHER PARTY (NOR ITS RESPECTIVE AFFILIATES OR IINK’S SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE OR FOR EXEMPLARY OR PUNITIVE DAMAGES, AND (b) IINK WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY ANY SERVICE PROVIDED FOR NO FEE.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
iink, their Affiliates or licensors own all intellectual property rights in and to the Service, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Client are reserved to iink and its licensors.
Client retains all rights in and related to the Client Data. Client and its Affiliates or licensors shall own all intellectual property rights in and to any intellectual property developed by Client and its Affiliates independent of the Service, regardless of whether such developed intellectual property may be used with the Service.
Client covenants, on behalf of itself and its successors and assigns, not to assert against iink, their Affiliates or licensors, any rights, or any claims of any rights, in any Services or Materials.
(a) The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 11. Client will not disclose the Agreement or the pricing to any third party. (b) Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 11. (c) In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, (b) is generally available to the public without breach of the Agreement by the receiving party, or (c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or (d) the disclosing party agrees in writing is free of confidentiality restrictions.
Neither party will use the name of the other party in publicity activities without the prior written consent of the other. Client agrees that iink may share information on Client with its Affiliates for internal marketing and other internal business purposes and that it has secured appropriate authorizations to share Client employee contact information with iink in order for iink to provide and support the Service.
If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
iink Confidential Information is subject to export control laws of the United States. Client will not submit iink Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export iink Confidential Information to countries, persons or entities if prohibited by export laws.
All notices will be in writing and given when delivered to the Client at the email address in their Account, and to iink at firstname.lastname@example.org.
Without iink’s prior written consent, Client may not assign or transfer the Agreement (or any of its rights or obligations) to any party.
iink may subcontract parts of the Services to third parties. iink is responsible for breaches of the Agreement caused by its subcontractors.
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance. To the extent possible, the party affected by the event of Force Majeure shall use commercially reasonable efforts to mitigate the effects thereof upon its performance of the Agreement and to fulfill its obligations under the Agreement.
Subject to Section 12.10, the Agreement and any claims relating to its subject matter shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
Client agrees that all claims or disputes arising out of or relating to the Services will be decided by an arbitrator through arbitration and not by a judge or jury ("Arbitration Agreement"). This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") and evidences a transaction involving commerce. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), which are available at www.adr.org. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in Tampa, Florida, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything herein and/or the applicable AAA Rules, the interpretation, applicability or enforceability of the Class Action Waiver and/or the arbitrability of a claim or dispute may only be determined by an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party’s intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.
CLIENT WAIVES ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. Client and iink are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 12.10 above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
The Client agrees to conduct transactions electronically. Client certifies that they have access to an internet connection and an electronic device with a modern browser, equipped with ability to view PDF documents or other electronic attachments, and that they have access to an email account through which the Client can view, download, and retain electronic documents and electronically delivered documents as necessary. The Client consents to the use of electronic signatures in connection with the iink services and to receive all notices and copies of documents, including those that are legally required to be delivered to the Client in writing at the email address you have provided to iink, which Client will keep updated.
The Agreement constitutes the complete and exclusive statement of the agreement between iink and Client in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. This Agreement may be modified by iink from time to time in iink’s sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Services. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted.