Master Sample Agreement

The following terms and conditions of this Master Subscription Agreement (“MSA” or “Agreement”) constitute a legal agreement between the Customer (as defined on the Sample Schedule) and Inkblot Holdings, LLC, a New Hampshire Limited Liability Company, with a principal place of business at 9 Sherwood Road, Windham, NH 03087 (“Inkblot”), effective as of the date of execution (the “Effective Date”).

BY EXECUTING THIS AGREEMENT THE CUSTOMER CONSENTS TO BE BOUND BY AND IS BECOMING PARTY TO THIS AGREEMENT WITH INKBLOT. CUSTOMER’S RIGHT TO USE THE SOFTWARE OR SERVICE IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. IF CUSTOMER IS ACCESSING THE SERVICE ON BEHALF OF AN EMPLOYER OR ANOTHER ENTITY, CUSTOMER REPRESENT AND WARRANT THAT IT HAS THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF.

IF CUSTOMER DOES NOT AGREE WITH THE TERMS HEREIN, DO NOT EXECUTE THIS AGREEMENT

1. DEFINITIONS
   1. Definition Matters.
      1. Terms not defined herein or related to materials, intellectual property, prospective Sample Services, prospective Sample Technology, and other relevant matters can be found at https://www.inkblotanalytics.com/legal-definitions and is deemed incorporated herein. Each definition therein may be referred to herein as an “MSA Definition.”
      2. Should an MSA Definition conflict with a definition within the main body of this agreement, the MSA Definition supersedes the main body definition.
      3. Customer acknowledges (and the parties agree) that:
         1. The MSA Definitions will be updated by Inkblot from time to time;
         2. Updates may include the addition, modification, and deletion of MSA Definitions. A revised MSA Definition will supersede all prior definitions of such term. If a defined term is related to a controversy between the parties, the MSA Definition as of the date of the earliest event giving rise to the controversy is the applicable definition
         3. Updates are published on Inkblot’s website at https://www.inkblotanalytics.com/legal-definitions
         4. Inkblot may publish a “Revised Set of MSA Definitions” as frequently as it becomes reasonably necessary in Inkblot’s sole and exclusive opinion.
         5. Customer is responsible for maintaining its knowledge of the Inkblot MSA Definitions. Customer is encouraged to review the MSA Definitions from time to time.
         6. Failure of notification of updates and revisions of MSA Definitions does not excuse Customer from its obligation to remain current with the MSA Definitions.
         7. Customer’s continued use of the Products following the posting of changes will constitute Customer’s acceptance of any and all posted changes.
2. SAMPLE SERVICES AND THE SAMPLE SCHEDULE
   
   1. Free Sample. Inkblot may offer Free Sample. Additional terms and conditions may apply with a Free Sample. Any such additional terms and conditions are incorporated into this Agreement by reference are legally binding.
      1. No Warranty. FREE SAMPLE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND and without any warranties made elsewhere in this agreement.
      2. Scope Of Free Sample. Free Sample can be provided simultaneously to a Sample Term in which Inkblot is performing Purchased Sample according to a Sample Schedule. 
   2. Purchased Sample. Inkblot shall make Purchased Sample available to Customer pursuant to this Agreement and the relevant Sample Schedule during a Sample Term as defined in a Sample Schedule.
      1. No Breach Due To Outcome or Result. The Sample provided by Inkblot can yield unexpected outcomes, including but not limited to, not enough sample reached or analysis of sample data producing research results that don’t support Customer’s hypotheses. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future outcome or results nor dependent on any oral or written comments made by Inkblot regarding the outcomes or results. A difference between what Customer had wanted or expected and the Sample received do not constitutes a material breach of this agreement. 
   3. Sample Plans And Pricing. When a Customer buys Purchased Sample, it is required to select a Plan from the list of Plans presented and authorized by Inkblot. This Plan will detail fees and may or may not contain various provisions, surcharges, and overage use charges as well as any usage limitations. Inkblot may modify the Purchased Sample pricing or ask Customer to select a different plan at any time, unless the plan Customer selected has a time commitment associated with it - in such case the pricing will not be modified during the period which Customer has subscribed to, but pricing may be modified for future Plan periods.
   4. Sample Schedule. Inkblot shall provide Sample as described and agreed to within a written Sample Schedule that incorporates and expressly references this MSA by name and date of execution. Each Sample Schedule shall, as applicable, set forth:
   5. Entire Agreement. All Sample Schedules must be agreed to in writing by both parties. Each Sample Schedule together with this agreement, but independent from other Sample Schedules, constitutes the entire agreement for the Sample described in such Sample Schedule.  In the event, however, Inkblot provides Sample for Customer without an executed Sample Schedule, the providing of Sample shall constitute an agreed to Sample Schedule for the purpose of interpreting other provisions herein.
   6. Conflict Between SOW and MSA. In the event that a term of agreement expressed within a Sample Schedule conflicts with a term expressed in this MSA, the term expressed in this MSA supersedes the conflicting term in the Sample Schedule.
      1. Conflict Exception: Notwithstanding the immediately foregoing provision, if the term as expressed in the Sample Schedule makes express reference to the herein provision with which it conflicts and the extent to which it supersedes such referenced provision, the term as expressed in the Sample Schedule interpreted in its narrowest context supersedes the term as expressed in this MSA, exclusively as it applies to the Sample Schedule in question without other effect on this agreement or any other Sample Schedule.
   7. Changes to a Sample Schedule. Each party has the right to request changes and modifications to a Sample Schedule. Each such written modification containing a description of the required modifications and their effect on the scope, fees and timelines specified in the Sample Schedule constitutes a “Change Order” and is deemed incorporated into its subject Sample Schedule upon execution by both parties. If a reasonable need arises, either party may, by email notice to the other party, unilaterally change the persons serving as individual service providers, key contacts, or project managers. Such personnel changes do not require a Change Order. All Change Orders must be in writing, agreed to by both parties, to be effective and enforceable.
   8. Hardware and Equipment. Customer is solely responsible for obtaining the equipment and services necessary for Inkblot to perform the Services and for Customer to access or use the Deliverable. Customer is solely responsible for all fees associated therewith (such as programs, software, computing devices, etc.).  Inkblot is not responsible for the reliability or availability of any equipment or services in Inkblot performing the services or in Customer accessing or using the Deliverable.
3. FEES AND PAYMENT
   
   1. Fees. Customer shall pay all fees specified in all Sample Schedules and/or Plans hereunder. Except as otherwise specified herein or in a Sample Schedule or Plan, (i) fees are quoted and payable in United States dollars, (ii) depending on the Plan selected, fees may be based on either the type of Sample purchased or on the quantity of Sample, and (iii) payment obligations are non-cancelable and fees paid are non-refundable.
      1. Changes In Fees: Inkblot reserves the right, in its sole discretion, to change the pricing or fee structure for use of or access to some or all of the Services, at any time, or for any reason,.
      2. Sample pricing. Pricing for a Sample is presented as a Cost-Per-Complete (CPC). This cost unit is calculated by Inkblot, including but not limited to:
         1. How many people need to be recruited
         2. how low the incidence rate (IR) is
         3. how long the survey is (LOI)
         4. how many days the Customer is in field
         5. How high the incentives need to be to get Panel Member and Non-Panel Member to participate
      3. Minimum Project Fee. Inkblot reserves the right to charge a Minimum Project Fee on any Project.
      4. Personal Data. If Customer engages in the approved collection of Personal Data, Inkblot reserves the right to charge a fee.
      5. Cancellation Fee. If the Customer cancels a Project once in field, Inkblot reserves the right to charge the Customer for all delivered Completes as well as a cancellation Fee.
      6. Project Management Fee. If Customer requests that Inkblot assigns a Project Manager to run a Project and manage fieldwork on their behalf, Inkblot reserves the right to charge a Project Management Fee.
         
   2. Expenses. Inkblot must obtain Customer’s prior written approval: (i) for any Anticipated Inkblot expense item where the dollar amount exceeds the estimate set forth within the applicable Sample Schedule by more than 10%, (ii) for any single Unanticipated Inkblot Expense which is expected to exceed the per item limit set forth within the applicable Sample Schedule, and (iii) for total Unanticipated Inkblot Expenses to the extent that they exceed the Aggregate Unanticipated Expense Allowance set forth in the applicable Sample Schedule.
   3. Taxes. Customer shall be responsible for paying all direct or indirect federal, state, municipal or other governmental excise, sales or similar taxes, related to the Sample or any transactions contemplated herein. Such responsibility is absolute and will apply (i) to all interest, penalties, and additions, and (ii) to present taxes and those that may be imposed in the future.
   4. Disputed Invoices. Customer may not dispute an invoiced charge because Customer had wanted or expected sample purchased to be of greater usefulness or benefit. Customer may not dispute an invoice for any reason.
   5. Nonpayment Breach. Customer’s nonpayment of invoiced amounts in accordance with the above terms constitutes a material breach of this agreement.
   6. Overdue Charges. If any charges are not received from Customer by the due date, then at Inkblot’s discretion, such charges may accrue late interest at the rate of 4% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
   7. Suspension of Sample and Acceleration. If any amount owed by Customer under this or any other agreement for Sample is fifteen (15) or more calendar days overdue, Inkblot may, without limiting Inkblot’s other rights and remedies, accelerate the unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Sampling until such amounts are paid in full.
   8. Collection Costs. If a payment tendered to Inkblot is returned or declined due to insufficient funds, Customer shall be liable to Inkblot (i) for any Inkblot costs or expenses associated therewith and (ii) for a service charge of $50.00. Additionally, Customer will be responsible for any costs, including but not limited to attorney’s fees, incurred by Inkblot in connection with its efforts to collect any past due amounts.
4. REGISTRATION AND ACCESS
   1. Registration. To provide Sample, Inkblot may use certain tools and technologies. At Inkblot’s sole discretion, Inkblot may create an account for Customer to use the tools or technologies.
   2. Tool Access Information. Any information provided to Customer for access to the tools and technologies are the property of Inkblot. They may not be shared, publicly or privately distributed or otherwise used except solely to exercise the licensed rights hereunder.
   3. Access and Replacing Users. Information to access Inkblot’s tools and technologies cannot be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer use the Products.
5. SAMPLE TERM AND TERMINATION
   1. Sample Term. Customer shall be bound for the entire Sample Term of this Agreement. If no Confidential Information has been disclosed from one party to the other party and no Sample Schedule has been agreed upon within 2 years of execution of this agreement, this agreement shall terminate at the end of that period.
   2. Auto-Renewal. Unless otherwise specified on a Sample Schedule, at the end of any Sample Term, Services will automatically renew for a new Sample Term, unless either party gives the other notice of non-renewal at least thirty (30) days and no more than sixty (60) days before the end of the relevant Term.
      1. Auto-Renewal Sample Term. Except as otherwise specified in a Statement of Work, the length of the Sample Term during any automatic renewal Term will be the same as that during the immediately preceding Term.
      2. Auto-Renewal Price. Except as otherwise specified in a Sample Schedule, pricing during any automatic renewal Term will be the same as that during the immediately preceding Term plus an increase not to exceed five (5%) percent plus any increase in the Consumer Price Index published by the U.S. Bureau of Labor Statistics during the immediately preceding year in Inkblot’s sole discretion.
   3. Sample Schedule Termination By Customer. If the Customer cancels a Project once in field, Sample recruitment will stop, but Inkblot reserves the right to charge the Customer for all delivered Completes as well as a cancellation Fee.
      1. If the Customer stops fieldwork and closes a Project before the requested Completes are delivered, then Inkblot reserves the right to change and charge the CPI based on that lower volume.
   4. Sample Schedule Termination By Inkblot. Inkblot reserves the right to change, suspend, or discontinue all or part of the Sample Services, temporarily or permanently, without prior notice. Inkblot reserves the right to deactivate any access to tools and technologies at any time, for any reason.
   5. Termination of Sample Schedule and MSA. Termination of any Sample Services or Sample Schedule does not terminate this Master Services Agreement (MSA).
   6. Effect of Termination or Completion. Upon the termination or completion of the Sample Services under each Sample Schedule, Customer (i) shall return, or have returned by a third party, to Inkblot all Inkblot Property remaining in Customer’s possession or the possession of such third party, and (ii) shall destroy, or have destroyed by a third party, all copies (in digital or other form) of such Inkblot Property.
   7. Survival After Termination. The following Sections shall survive termination of this Agreement: 1, 6, 7(ii), 7(iii), and 8-23
   8. No Termination of Rights or Obligations. Any termination of this Master Services Agreement or any Sample Schedule does not affect any rights or obligations of the parties that may have accrued prior to that termination. Nor does such termination affect the coming into force of, or continuance in force of, any provisions which are expressly, or by implication, intended to come into or continue in force after such termination, including but not limited to any rights regarding intellectual property, indemnification and confidentiality.
6. GRANT
   1. Scope Of The Grants. The scope of this Master Sample Agreement is restricted to the recruitment and delivering of sample ("Sample Services"). For any additional services that Inkblot provides in conjunction with Sample Services, please refer to the proper agreement, such as our Master Services Agreement for research or analytics services or our Master Subscription Agreement for using one of our technology platforms.
   2. Inkblot's Sample License. Subject to the terms of this Agreement, Inkblot hereby grants Customer, and Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable right to access Sample for Customer's Own use and only during the scope of the project performed under the sample schedule. Customer's access to Sample and any data and results derived from such Sample solely for Customer’s own use and are to be used in accordance with any additional terms and conditions that may be set forth by Inkblot, at any time, in connection with your use of the Sample Services or Sample Technology, including, without limitation, Inkblot’s applicable Terms of Use. All rights not expressly granted to Customer are reserved by Inkblot.
   3. Customer's Method License. Customer's use Inkblot's Sample Services and Sample Technology to find respondents who will partake in some "Method" (e.g., a survey). This method has specific content (e.g., survey questions) called "Method Content". For surveys, focus groups or other Methods used in conjunction with Sample Services, unless the Method is or uses property of Inkblot, the Method Content and data or any portions thereof will be the property of Customer. Customer grants to Inkblot a license to use and exploit the method content and its data, including, without limitation, combining such materials with the materials of third parties and creating derivative works that incorporate, or in other ways make use of, these materials. Customer acknowledges and understands that the primary purpose of the grant is to permit Inkblot to aggregate and integrate methods, method content, and Data, with materials and information from third parties and other Inkblot customers for purposes of improving Inkblot’s institutional knowledge, products and service offerings.
7. SUPPORT AND FEEDBACK
   1. Obligation To Provide Feedback. Customer agrees to report to Inkblot any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties, including without limitation, those related to interoperability with or improvements to Inkblot’s products and services.
   2. Right To Use Feedback. Customer agrees that Inkblot shall be free to freely use, disclose, reproduce, license, distribute and otherwise exploit any such reports (and any other suggestions, improvements or modifications) that Customer provide to Inkblot, without obligation or restriction of any kind on account of intellectual property rights or otherwise. Customer agrees to make all assignments necessary to give ownership of the feedback to Inkblot.
   3. Ownership of Derivative Works of Modifications. Inkblot shall own all property rights in all derivative works of feedback, suggestions, improvements or modifications of Inkblot’s products and services.
8. DATA SUBMISSION AND USE
   1. Customer Responsibility For Data Processing. The Parties acknowledge and agree that in relation to Personal Data, which the Customer may access and collect about Panel Members and Non-Panel Members, through the Sample Services, Customer shall be the controller of, and responsible for, the processing of the personal data and that it complies with all relevant laws and regulations as well as industry standards.
   2. Customer Responsibility For Data Security. Customer will implement measures regarding the security, integrity and confidentiality of all Personal Data and will not permit any unauthorized access to, or use, disclosure, publication or dissemination of, Personal Data.
      1. Data Security Through Employee Confidentiality. Customer warrants and covenants to Inkblot that Customer will, and will cause its employees and/or agents to, abide by and comply with all Applicable Laws and Codes, in connection with Customer’s collection, storage, maintenance, processing, use and/or disclosure of Personal Data. Customer further warrants that the Customer’s use of the System, and Customer’s processing of Personal Data as agreed under the Agreement, will not breach any laws or regulations. Customer shall indemnify and hold Inkblot harmless for any breach of this Section.
      2. Data Security Through Other Person Confidentiality. Furthermore, Customer shall ensure that those persons authorized by Customer to handle Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Customer agrees to use the same degree of care and scrutiny as Customer uses to protect and secure its own Customer information or other similar information, but in no event will Customer use less than a commercially reasonable degree of care. These measures and procedures must reflect industry best standards and practices. Customer must update its measures and procedures as necessary to remain compliant with industry best standards and practices and Applicable Laws and Codes.
   3. Customer Responsibility To Report. Customer undertakes to report any Personal Data breaches to Inkblot pertaining to the Personal Data that may be processed by Customer without undue delay.
   4. Customer Responsibility To Limit Data Retention. Customer shall (automatically or manually) ensure that Personal Data is not stored longer than what is allowed pursuant to Applicable Laws and Codes. No Personal Data for which Customer is responsible, may be stored by Customer beyond the time permitted by law and regulation.
   5. Customer Responsibility To Have Data Policies. Customer acknowledges and agrees that it has enacted, or will enact, without undue delay following the execution of the Agreement, commercially reasonable privacy and data security policies. Customer agrees that within three (3) business days following a written request from Inkblot, Customer will provide Inkblot with copies of any and/or all such policies and a certification that such policies have been properly enacted and implanted into Customer’s business practices and procedures. The failure of Inkblot to request copies of any and/or all such policies shall not excuse or relieve Customer of its obligations hereunder. These policies must reflect industry best standards and practices. Customer must update its policies as necessary to remain compliant with industry best standards and practices and Applicable Laws and Codes.
9. INTELLECTUAL PROPERTY AND OWNERSHIP
   1. Property Rights In General
      1. IP Owned By Inkblot. All of Intellectual Property used in and with the Sample Services and all Intellectual Property produced in the performance of the Sample Services, are the sole, exclusive ownership of Inkblot.
      2. IP Certainty. As between Customer and Inkblot, Inkblot is the exclusive owner of all Intellectual Property rights not expressly granted herein to Customer. Incorporating any feedback, suggestion or idea of Customer or of a third party does not alter Inkblot’s rights therein and does not grant Customer any rights in any such information, know-how, tools, and techniques.
      3. No Ownership In Licensed Materials By Licensee. Customer irrevocably acknowledges and agrees that, except as expressly granted under the licenses set forth herein, Customer has no interest, ownership or otherwise, in the Sample Services and that Customer will not challenge Inkblot’s ownership of the Sample Services and if Customer acquires any rights in any aspect of the Sample Services Customer automatically assign and convey such rights to Inkblot.
      4. Unauthorized Use. Any unauthorized use of the Sample Services may violate patent laws, copyright laws, trademark laws, trade secret laws, laws pertaining to privacy and publicity rights or other laws or regulations. The copying, redistribution, use or publication by Customer of any part of IP or Sample Services is strictly prohibited.
      5. The Inkblot Name. Notwithstanding any marking on any Sample Services, platforms, report, or correspondence, Customer will have no rights in or to Inkblot’s name or any Inkblot trade name, trademark, service mark, logo, or any property or name associated with Services.
      6. Copyright. All contents of the IP, Services, Service Creations, or Deliverables are: ©2020-2023 Inkblot Holdings, LLC.
      7. All Rights Reserved. Inkblot reserves all rights not specifically granted herein.
      8. Related Rights. All rights in the know-how, tools, and techniques, (and in any information concerning or related to such know-how, tools, and techniques) used by Inkblot:
         1.  in relation to Inkblot Property,
         2. in the performing of Sample Services,
         3. in the performing of other Services in conjunction with Sample Services,
         4. to develop its Sampling Platform, or
         5. to create Deliverables 
            are exclusively and irrevocably reserved to Inkblot. Incorporating any feedback, suggestion or idea of Customer or of a third party, into any of the foregoing, does not alter Inkblot’s ownership rights therein and does not grant Customer any ownership right in any such information, know-how, tools, and techniques.
10. THIRD PARTY COMPONENTS; OPEN SOURCE
    1. Open Source Notification. The Products may contain or be accompanied by certain freeware, open source packages and libraries, or third-part software and/or components, which if included, are provided pursuant to the terms of the applicable license governing such use. Inkblot is not responsible for open source languages and does not assume any obligations or liability with respect to Customer’s use of any open source languages. Customer acknowledges and agrees that any third-party and open source components may be protected by intellectual property rights which are owned by the third-party providers or their licensors and not Inkblot.
    2. As-Is Basis. Inkblot’s provision of such third-party or open source components to you is solely on an “as-is” basis without any warranty from inkblot of any kind. Inkblot hereby disclaims to the maximum extent permitted by law:
       1. all warranties and indemnitees with respect to the third-party and open source components, express or implied, and
       2. all liability for direct, indirect, incidental, special, punitive, exemplary, or consequential damages, including without limitation lost data or lost profits, however arising, whether based in contract, tort, or any other legal theory, even where advised of the possibility of such damages.
    3. Open Source License Terms: The third-party and open source components, if any may be identified in, and subject to, special license terms and conditions set forth in the following links:
    4. Governing Open Source Licenses. Use of the aforementioned open source components are governed by the terms of such components listed above.
11. RESTRICTIONS ON USE OF INKBLOT PRODUCT
    1. Use Consistent With License and Restrictions. Customer agrees, and represents and warrants, that its use of the Sample Services and Sample Technology, or any portion thereof, will be consistent with the license, covenants and restrictions herein.
    2. No Use of Services for Resale or Similar Intent. Customer shall not license, sublicense, sell, resell, rent, loan, lease, provide, lend, transfer, assign, distribute, disclose or otherwise commercially exploit or make available to any third party the Sample Services and Sample Technology, or any portion thereof, in any way.
    3. No Use For Competitive Services. Customer shall not:
       1. modify, make derivative works of, or copy the Sample Services and Sample Technology in any way.
       2. reverse engineer, disassemble, decompile, or otherwise attempt to discover any source code or underlying ideas or algorithms of the Sample Services and Sample Technology.
       3. build a competitive Sample Service or Sample Technology.
       4. build Sample Services or Sample Technology using similar ideas, features, functions or graphics of the Sample Services or Sample Technology.
       5. copy any ideas, features, functions or graphics of the Sample Services or Sample Technology.
       6. Violation of this clause will be considered a material breach and Customer shall turn over to Inkblot the results of the violation. Customer acknowledges and agrees that the all rights to the results of any of the foregoing active (a)-(e) shall be exclusively owned by Inkblot.
    4. No Use With Third Parties. Unless otherwise specified in the Sample Schedule, Customer shall not use the Sample Services and Sample Technology for the benefit of any third parties or in any services to any third parties without written consent from Inkblot. Customer may not provide other access to or use of the Sample Services and Sample Technology to third parties. Customer may not, directly or indirectly, sublicense, assign, transfer, sell, rent, lend, lease or otherwise provide the access to the Sample Services or Sample Technology, or any portions thereof, to any third party, and any attempt to do so is null and void.  
    5. No Use of Services In Violation of the Law. Customer agrees that Customer will comply with all applicable laws, regulations and ordinances, and Customer will be solely responsible for its violations of any of any such laws.
    6. No Use of Service Users. Customer shall not send spam from, to, or in connection with other users of the Sample Services or Sample Technology, or otherwise unsolicited messages in violation of applicable laws.
    7. No Use of Services For Service Interference. Customer shall not attempt to gain unauthorized access to the Sample Services or Sample Technology or their related systems, networks, and data. Customer may not interfere with or disrupt the integrity or performance of the Sample Services or Sample Technology or the content/data contained therein.
    8. No Use of Service With Other Sites. Customer shall not create Internet “links” to or “frame” or “mirror” any of the Sample Services or Sample Technology on any other server or wireless, digital, or Internet-based device.
    9. No Use of Service Marks. Customer has no rights to use any trademark, service mark, trade name or other designation of Inkblot or any other party or licensor.  Customer is granted no right of publicity or other right to use Inkblot’s name or any Inkblot trade name, trademark, service mark, logo, or any property or name associated with the Sample Services or Sample Technology.
    10. Additional Prohibited Uses. When using the Sample Services or Sample Technology (including any interactive feature) Customer shall not submit, upload to, distribute through or otherwise post any material that:
        1. is libelous, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or that encourages a criminal offense;
        2. contains any advertising, promotional, solicitation or other commercial material;
        3. contains material from other copyrighted works without the written consent of the owner of such copyrighted material, other than reasonable excerpts permitted under the copyright doctrine of fair use;
        4. infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;
        5. contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material's readers or others;
        6. contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
        7. deep links to, frames, spiders, harvests, or scrapes the Services, Service Creations, or Deliverables or otherwise access the Sample Services or Sample Technology for any purposes, or use any machine, electronic, web-based or similar device to read or extract Sample Services or Sample Technology by machine based or automated means;
        8. gains unauthorized access to the Sample Services or Sample Technology or their related systems, networks, and data. Customer will not interfere with or disrupt the integrity or performance of the Sample Services or Sample Technology or the content or data contained therein.
12. ADDITIONAL RESTRICTIONS ON USE OF PRODUCT CONTENT
    1. Customer Responsibility For Survey Content Compliance. The Customer is solely responsible for all Survey Content. Customer agrees that all Survey Content will comply with all Applicable Laws and Codes. The Customer will be held solely liable for any violation of this Section. Inkblot reserves the right to remove any Survey Content, for any reason.
    2. Inkblot’s Right To Deny Survey Content. Unless otherwise agreed in writing between Inkblot and the Customer, prior to initiating a Survey, the Customer will make the Survey available to Inkblot for testing and approval. Inkblot reserves the right to, at its sole discretion, deny the implementation of a Survey for any reason. The Customer may not, without Inkblot’s prior written approval, change, modify or alter in any way a Survey after it has been approved by Inkblot.
    3. Customer Responsibility For Redirect Links Compliance. Redirect links are used to determine the number of Panel Members and Non-Panel Members who finished the survey. Incentives will be paid to Panel Members and Non-Panel Members who finish the survey and return to Inkblot’s Complete Survey Link. The Customer is responsible for ensuring that redirect links are implemented properly. If implemented incorrectly, Inkblot reserves the right to, at its sole discretion, charge Customer as it sees fit.
    4. Inkblot’s Right To Sample Selection. Unless otherwise agreed in writing between Inkblot and the Customer, Inkblot reserves the right to select which Panel Members and Non-Panel Members will receive a Survey invitation and offered the opportunity to take part in a Survey.
    5. Customer’s Responsibility For Screener Setup. Inkblot is not responsible for any costs incurred as a result of incorrect screening. Responsibility to setup and monitor screening requirements is the sole responsibility of the Customer.
       1. Inkblot’s Rules For Screener Setup. If the screener section of a Survey exceeds 5 minutes or 10 questions, then Inkblot reserves the right to charge Customer for incentives for any Panel Member or Non-Panel Member that screens out of the Survey.
    6. Customer’s Responsibility For Quota Setup. Inkblot is not responsible for any costs incurred as a result of over-sampling or under-sampling. Responsibility to setup and monitor quotas is the sole responsibility of the Customer.
    7. Inkblot’s Right To Pause Fielding - Inkblot reserves the right to pause a Project at any time and for any reason. This includes, but is not limited to:
       1. A high drop-off rate (DOR)
       2. A big change in the incidence rate (IR)
       3. A big change in the length of interview (LOI)
    8. Customer’s Responsibility To Close Projects. Unless otherwise agreed in writing between Inkblot and the Customer, the Customer shall provide a list of Respondent IDs who completed the survey to Inkblot no later than five (5) business days after a Project has been closed. Failure to do so means all respondents will be incentivized, and Customer must pay for those incentives.
    9. Prohibited Actions. Customer is prohibited from actions including, but not limited to:
       1. Requiring Panel Members or Non-Panel Members to download mobile applications
       2. Requiring Panel Members or Non-Panel Members to download files or install software
       3. Place cookies on Panel Members or Non-Panel Members devices
       4. Requiring Panel Members or Non-Panel Members to sign-up for any web applications
       5. Requiring Panel Members or Non-Panel Members to pay for anything
13. NON-INTERFERENCE
    1. Non-Interference With Product Functioning. Customer may not act in any way that prevents the Sample Services or Sample Technology from proper functioning, including logging the access or use of the Sample Services or Sample Technology.
    2. Non-Interference With Business Functioning. Customer agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Customer shall not disrupt or seek to disrupt in any manner, directly or indirectly, any contractual relationship then existing, or in negotiation, between Inkblot and any third-party.
    3. No Limitation on Inkblot. Customer Agrees:
       1. Inkblot is not prohibited, or limited in any way, from generating similar Sample Services or Sample Technology,
       2. Inkblot is not prohibited, or limited in any way, from using any Inkblot Property for any third party.
       3. Inkblot is not prohibited, or limited in any way, from creating similar methods or method contents for any third party, regardless of the content of the confidential information from any other Customer.
    4. Non-Interference With Panel Members or Non-Panel Members. The Customer may under no circumstances use the Sample Services or any data obtained via the services to identify a Panel Member or Non-Panel Member unless explicitly agreed to with Inkblot in writing in advance
14. NON-COMPETITION 
    1. No Competitors. Customer may not access the Sample Services or Sample Technology if Customer is a direct competitor of Inkblot.
    2. No Competitive Users. Users of Customer’s websites, applications, products, services or any other place in which the Sample Services or Sample Technology may be used, cannot be a direct competitor of Inkblot, except with Inkblot’s prior written consent.
    3. No Competition Of Products And Services. Customer agrees that it cannot produce any websites, applications, products or services that are competitive with Inkblot’s Sample Services or Sample Technology.
    4. No Competition Of Products And Product Content. Customer agrees that it cannot produce any content for its websites, applications, products or services that is competitive with the content on Sample Services or Sample Technology.
    5. No Use For Competitive Benchmarking. Customer may not access the Sample Services or Sample Technology for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
    6. Work For Customer’s Competitors.
       1. Inkblot Releasee Definition. The term Inkblot Releasee means any of Inkblot's officers, stakeholders, employees and contractors,
       2. Releasee’s Not Restricted. Inkblot and all Inkblot Releasees (subject to their contractual relationships with Inkblot) are free at all times to seek and conduct working relationships of any nature with any third party including, without limitation, any of Customer’s competitors, wherever located.
       3. Customer Prohibition. Customer is expressly prohibited from bringing, and shall not bring against any person, any action that would interfere with the business and employment activities of Inkblot or of any Inkblot Releasee during or after the term of this agreement.
       4. Non-Competition Agreements Void. Customer is expressly prohibited from requiring that Inkblot or any Inkblot Releasee sign any agreement the terms of which might prevent, prohibit, or in any way limit, Inkblot’s or any Inkblot Releasee's working for any third party (a “Non-Competition Agreement). Any Non-Competition Agreement executed by Inkblot or any Inkblot Releasee is null and void ab initio.
       5. Release of Claims. To the maximum extent permitted by law, Customer, for itself and for its affiliates (and for the officers, partners, members, and shareholders of Customer and its affiliates) (each of the immediately foregoing identified persons, a “Releasor”) hereby waives and releases Inkblot, Inkblot Releasees, and all future employers, clients, and customers of Inkblot or of any Inkblot Releasee, from all claims Customer or any other Releasor now has or may later have, that Inkblot or any Inkblot Releasee has directly or indirectly breached (or is likely to breach) any contractual or common law duty not to compete with Customer or not to disclose confidential information or trade secrets.
       6. Waived and released claims include, but are not limited to, claims that Inkblot has violated a duty to Customer to refrain from competition with Customer as well as claims grounded in the Doctrine of Inevitable Disclosure.
       7. If Customer or any other Releasor initiates or pursues any claim released pursuant to this numbered Section of this agreement, then in addition to any other remedies and recourse available to Inkblot or any of the other Releasees, this agreement will serve as a complete defense to, and a basis for dismissal of, any such claim.
       8. Liability of Customer. Customer shall be liable to Inkblot for the actions or inactions of
          1. Customer itself,
          2. its affiliates, its clients (including Customer’s clients' clients, no matter how remote), and
          3. the employees, officers, and stakeholders of Customer, Customer’s affiliates, and all Customer’s Clients.
       9. in breach of Customer’s obligations set forth in this numbered Section (Work for Customer’s Competitors).
15. CONFIDENTIALITY AND NON-DISCLOSURE
    1. Confidential Information. During the use of the Products, Customer may have access to confidential information of Inkblot and third parties.
       1. Inkblot Confidential Information. Notwithstanding the above definition of “Confidential Information” all written and other forms of information disclosed or provided by Inkblot, including but not limited to documents and information owned exclusively by Inkblot, co-owned by Inkblot, or licensed to Inkblot by third parties, are deemed the Confidential Information of Inkblot. All information concerning or related to the know-how, tools and techniques used by Inkblot in the development and use of the Product is deemed Inkblot’s Confidential Information.
       2. Customer Confidential Information. Only those written and other forms of information disclosed or provided to Inkblot that at the time of such disclosure or provision are accompanied by a signed statement explicitly stating that such information is Customer’s or a named Services Beneficiary’s Confidential Information are subject to the herein information protective provisions.
    2. Care of Confidential Information. Each party shall use at least the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind, but in no event less than that reasonable degree of care necessary, to protect the other party’s Confidential Information from disclosure with the presumption that such Confidential Information is highly valuable and that its inappropriate use or disclosure would seriously threaten such other party’s viability or its valuation as a business entity.
       1. Security of Inkblot’s Confidential Information. As a part of the Agreement hereunder, Customer shall maintain appropriate administrative, physical, and technical safeguards for the security, confidentiality and integrity of any data or information inputted, edited, authored, generated, managed, or otherwise submitted by Customer or its users to any products as allowed herein. Such measures and safeguards include, but shall not be limited to, measures for preventing access, use, modification or disclosure of personal and Confidential Information by Inkblot or its employees or agents except (a) for providing Products and prevent or address service or technical problems, (b) to abide by the law or (c) on the basis of Customer's express permit.
    3. Non-Disclosure of Inkblot’s Confidential Information. During the term of this Agreement and thereafter, each party agrees not to disclose any Confidential Information to any third party except as permitted by this Agreement and by applicable law.
    4. Permission Required For Disclosure. Neither party shall permit any person to disclose any Confidential Information of the other party without prior written permission of that other party.
    5. Disclosure To Employees. Subject to the requirements of this paragraph, a party may disclose the other party’s Confidential Information to its employees and contractors. Each party shall ensure that any employees, or any third parties who receive access to the other party’s Confidential Information have a bona fide need for such information in order to fulfil the party’s performance obligations and that any Customer employees or contractors who receive access to Inkblot’s Confidential Information are prohibited by written agreement, executed before access is provided, from disclosing the Confidential Information and from using the Confidential Information for their benefit or the benefit of any third party. Customer shall make available to Inkblot, upon request, any such executed agreements with its employees or contractors.
    6. Disclosure Responsibility. Customer shall be fully legally responsible for the actions and inactions of every person that received Inkblot Confidential Information:
       1. directly or indirectly from Customer, or
       2. from Inkblot because of such person's direct or indirect relationship to Customer,
       3. as though such actions or inactions had been the Customer’s actions or inactions. Such responsibility will be joint and several with the persons to whom Customer has disclosed Inkblot’s information. Notwithstanding the foregoing, Inkblot may proceed against Customer without making a claim against any other person.
    7. Exceptions to Confidentiality. The obligations of confidentiality, safeguarding, non-use, and non-disclosure shall not apply to any item of Confidential Information to the extent the Recipient can establish by sufficient evidence that such item of Confidential Information, prior to its use or disclosure by the Recipient or by any person having acquired such information due to its direct or indirect relationship to the Recipient, had:
       1. become part of the public domain through no fault or omission of Recipient or of such related person;
       2. become known to Recipient without restriction from a source other than the other party without breach of agreement by Recipient or such source, provided that such source is not (a) bound by a confidentiality agreement with the other party or (b) prohibited from transferring the information to Recipient by a contractual, legal or fiduciary obligation;
       3. been approved for the particular use or disclosure in question by way of a written approval of the other party;
       4. been independently developed by Recipient without the use of Confidential Information of the other party; or
       5. been known to Recipient on a non-confidential basis prior to disclosure by the other party to Recipient.
       6. The burden of proving that information is not Confidential Information shall be on the party asserting such exclusion.
    8. Confidentiality Term. The provisions herein, and in an enforceable NDA if applicable, concerning safeguarding, non-use and non-disclosure of Confidential Information shall remain in effect for a period of 10 years beyond the time that this agreement or any SOW remains otherwise in effect, except as regards a party’s trade secrets. Each party is expressly required to keep safe and not use or disclose the other party’s trade secrets in perpetuity.
    9. Confidentiality Breach. A party’s noncompliance with the terms of this Section [Confidential Information] constitutes a material breach of this agreement.
       1. Exception To Breach. Inkblot’s use of information that is acquired from a source other than Customer does not constitute a breach of confidentiality no matter how similar such information may be to Customer Materials provided (i) by Customer or (ii) as a result of the relationship between Customer and a third party.
    10. Effect of Confidentiality Breach. Customer acknowledges that a breach by Customer or any Customer Recipient of the non-use or non-disclosure provisions herein is likely to result in indirect and consequential losses to Inkblot. A breach by Customer any Customer Recipient of the non-use or nondisclosure provisions herein will subject Customer and the Customer Recipient to general breach of contract expectation damages and to all special, indirect, consequential and punitive damages.
16. NON-SOLICITATION
    1. Non-Solicitation of Inkblot Employees. Customer agrees that during the Subscription Term hereunder, and for a period of twelve (12) months thereafter, Customer shall not, directly or indirectly, employ, attempt to employ, solicit for employment by others, or inducing or attempting to influence a termination of employment by any of the Inkblot’s employees or independent contractors who work on the Sample Services or Sample Technology .
    2. Non-Solicitation of Inkblot Business Relationships. Customer agrees that during the Subscription Term hereunder, and for a period of twelve (12) months thereafter, Customer shall not, induce or attempt to induce a client, customer, strategic partner, service provider, employee or other person and/or entity related to the Sample Services or Sample Technology to sever that person’s and/or entity’s relationship with Inkblot.
    3. Non-Solicitation of Panel Members and Non-Panel Members. The Customer may not solicit or recruit Panel Members or Non-Panel Members, to become members of a Customer’s Panel, mailing list, or any other Panels or send any commercial advertising to the Panel Members or Non-Panel Members, available through the System, unless otherwise agreed in writing between Inkblot and the Customer.
17. NO RIGHT TO ADDITIONAL FEATURES:
    1. No Right To Additional Support. Customer is not entitled to any upgrades in support to the Sample Services or Sample Technology.
    2. No Right To Additional Features. Customer is not entitled to any upgrades in patches, enhancements, or fixes to the Sample Services or Sample Technology.
18. INDEMNITY
    1. General Indemnification. Customer shall indemnify, defend and hold harmless all Inkblot Indemnitees against any third party claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and reasonable attorneys’ fees for defending those claims, to the extent such claims arise out of or relate to (a) the direct or indirect application or use of any Sample Services or Sample Technology by such third party claimant, by a Services Beneficiary, by Customer, or by a Customer’s client, affiliate, or agent; (b) any negligence or misconduct by Customer or any Customer agent, employee, officer, or stakeholder related to the subject matter of this agreement; or (c) any Customer representations, warranties, or promises to third parties. Inkblot reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which Customer is obliged to provide indemnification hereunder. Customer will cooperate with Inkblot with respect to such defense and settlement.
    2. No Guarantees. Inkblot does not guarantee any result deriving from usage of the Sample Services or Sample Technology.
    3. Use At Customer’s Own Risk. Reliance on any information provided by the Sample Services or Sample Technology is solely at Customer’s own risk.
    4. No Liability For Use. Inkblot shall have no liability whatsoever for any use Customer or any third party make of the Sample Services or Sample Technology.
    5. System Availability. Customer acknowledges that the Services provided by Inkblot require the use of a complex System, which operates using the Internet, and includes factors outside the control of Inkblot. Accordingly, Customer acknowledges that Inkblot is providing the Services on a best commercial effort basis. The Customer will not hold Inkblot responsible for Survey downtime or any other inability to provide Services hereunder caused by or arising out of factors or causes outside of Inkblot’s control. Inkblot expressly disclaims any and all warranties, expressed and implied, for the Services and the System including any warranties of title, merchantability, and fitness for a particular purpose.
    6. System Changes. Inkblot may change certain aspects of System during the life of a Project. Such changes may include but are not limited to reward frequency, reward amount, payment method, Survey invitation wording, recruitment sources and methodologies and retention practices. Customer acknowledges that Inkblot has the right, at its sole discretion, to change the system in anyway, at any time.
    7. Data Use Indemnification. There may be projects in which Inkblot handles respondent data that is collected, owned or used by Inkblot’s vendors, Inkblot contractors, Customer, Customer’s vendors, Customer’s contractors, other agents of Customer, or Services Beneficiaries. Customer shall ensure that all such data is maintained, accessed, and transmitted in a secure environment in compliance with relevant data use, data privacy and data protection laws, industry standards and safety specifications. Customer is responsible for ensuring that it, Inkblot, and any third parties with access to data related to any Products are, and are capable of, (i) maintaining, accessing, transmitting, and using such data in the manner required by this paragraph, and (ii) adhering to such industry standards and specifications. Customer shall defend, indemnify and hold Inkblot harmless from and against any and all claims, demands, regulatory proceedings, damages, costs and expenses arising from or related to data collection, data use, data storage, and data transfer by any Services Beneficiary, Inkblot, or by any of Inkblot’s contractors, agents, or vendors.
       1. Customer shall defend, fully indemnify and hold Inkblot harmless from any costs, expenses, damages and/or losses, including third party claims, resulting from the Customer’s unlawful processing of Personal Data.
19. WARRANTY DISCLAIMER
    

    ACCESS TO THE SAMPLE SERVICES AND SAMPLE TECHNOLOGY AND INFORMATION CONTAINED THEREIN IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INKBLOT DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
    
    INKBLOT DOES NOT AND CANNOT WARRANT THE PERFORMANCE, RESULTS, OR CONTENT OBTAINED BY CUSTOMER IN USING THE PLATFORM, OR THAT THE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. INKBLOT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SAMPLE SERVICES OR SAMPLE TECHNOLOGY. INKBLOT DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SAMPLE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) ANY SAMPLE TECHNOLOGY OR STORED DATA WILL BE ACCURATE OR RELIABLE, (C) THE QUALITY OF ANY SAMPLE SERVICES OR SAMPLE TECHNOLOGY, OTHER INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY CUSTOMER THROUGH THE SAMPLE SERVICES OR SAMPLE TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (D) THE PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    
    INKBLOT DOES NOT CONTROL THE DEVICES OR COMPUTERS OR THE INTERNET OVER WHICH CUSTOMER MAY CHOOSE TO ENTER CONFIDENTIAL OR PERSONAL INFORMATION AND CANNOT, THEREFORE, PREVENT INTERCEPTIONS OR COMPROMISES TO CUSTOMER INFORMATION WHILE IN TRANSIT TO INKBLOT. INKBLOT MAKES NO GUARANTEE AS TO THE SECURITY, INTEGRITY, OR CONFIDENTIALITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE PLATFORM.
    LIMITATIONS OF LIABILITY.

20. LIMITATION OF LIABILITY

    IN THE EVENT OF ANY PROBLEM WITH THE SAMPLE SERVICES OR SAMPLE TECHNOLOGY, CUSTOMER AGREES THAT CUSTOMER’S SOLE REMEDY IS TO CEASE USING THE PRODUCTS. UNDER NO CIRCUMSTANCES SHALL INKBLOT BE LIABLE IN ANY WAY FOR CUSTOMER’S USE OF THE SAMPLE SERVICES OR SAMPLE TECHNOLOGY, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY SAMPLE SERVICES OR SAMPLE TECHNOLOGY, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY SAMPLE SERVICES OR SAMPLE TECHNOLOGY.
    
    UNDER NO CIRCUMSTANCES SHALL INKBLOT BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON CUSTOMER INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH CUSTOMER’S USE OF THE PRODUCTS, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    
    THE MAXIMUM AGGREGATE LIABILITY OF INKBLOT FOR ANY AND ALL DAMAGES ARISING IN CONNECTION WITH CUSTOMER’S USE OF THE PRODUCTS OR THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER TO INKBLOT IN THE THREE (3) MONTHS BEFORE THE LIABILITY IS ALLEGED TO HAVE ARISEN, OR, IF NO AMOUNTS WERE PAID DURING SUCH PERIOD, THE AMOUNT OF $1. THIS LIMITATION WILL APPLY WHETHER THE DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.
    
    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

21. REPRESENTATIONS
    1. Not Limited To Engage In This Contract. Customer represents and warrants that it is not limited or prevented by previous agreements, terms and conditions, or in any other way prohibited, from: (i) engaging in this contract, (ii) granting licenses specified herein, or (iii) receiving or using the Products herein . Customer represents and warrants that engaging in this contract, granting such licenses, or receiving or using the Products and Services herein will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties.
    2. Authority To Make Agreement. Customer represents and warrants that: (i) it has the full power and authority to make this agreement and grant all the rights granted hereunder.
    3. Authority To Provide Confidential Materials. Customer represents and warrants that: (i) it has the full power and authority to provide Inkblot with Customer Materials, including Customer’s Confidential Information.
    4. Non Use of Third Party IP. Customer represents and warrants that it will not incorporate into any Customer Inputs or otherwise utilize in relation to the Products and Services, any intellectual property owned by a third party, except where such incorporation or utilization has been licensed for such purpose;
    5. Violation of Third Party Rights. Customer represents and warrants that it will not violate any proprietary rights of third parties including without limitation trade secrets, patents and copyrights of third parties;
    6. Export Controls. Customer shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and shall not export, or allow the export or re-export of the Sample Services and Sample Technology in violation of any such restrictions, laws or regulations. By accessing or using the Sample Services or Sample Technology, Customer is agreeing to the foregoing and Customer is representing and warranting that Customer is not located in, under the control of, or a national or resident of any restricted country or on any such list.
    7. Non-Disclosure Of This Agreement. Customer represents and warrants that it will not disclose to any third party, other than its legal and financial counsel, information regarding the terms of this Agreement or any SOW;
    8. Requested Completes Not Reached. Inkblot makes no representation that it can reach the desired number of completes for any project. Customer acknowledges that Inkblot can only provide its best guess as to how many completes are feasible at any given time. Inkblot’s failure to deliver the required number of completes is not a breach of contract. 
22. BREACH OF TERMS:
    1. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Inkblot of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.
    2. Equitable Remedies. Because the Products are personal and unique and because Customer will have access to Confidential Information and intellectual Property of Inkblot, Inkblot will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that Inkblot may have for a breach of this Agreement at law or otherwise.
    3. Attorneys’ Fees. If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.
23. MISCELLANEOUS
    1. Independent Contractor Status. Inkblot is an independent contractor and is not an agent, employee, or partner of Customer. Neither party has any authority to enter into any contract, or to incur any liability on behalf of the other party. Customer is free to contract with any third party for products similar to those provided by Inkblot. Inkblot is free to offer and to provide any products to any third party, including without limitation any of Customer’s business competitors, no matter how similar such products (or the deliverables related thereto) may be to the Products provided (and the Products contracted for) under an Order Form. Customer is expressly prohibited from interfering with any of Inkblot’s business relationships with any third parties.
    2. Force Majeure. Unless the failure to perform is the failure to pay the amounts due pursuant to a Statement of Work, neither party will be liable for any failure or delay in performance due in whole or in part to an act of nature or any cause beyond the reasonable control of the party. The affected party shall promptly notify the unaffected party of such force majeure event and the estimated duration thereof. The delay or failure in performance excused by this paragraph shall only be excused for so long as the cause of such excusable delay or failure subsists. The parties shall resume the performance of their respective undertakings forthwith upon cessation of the cause of such excusable delay or failure.
    3. Notices. All legal notices and demands of any kind or nature which either party may be required or desire to serve upon the other in connection with this agreement shall be in writing and may be served personally, by email, by certified mail, or by commercial overnight delivery (e.g., Federal Express), with constructive receipt deemed to have occurred one calendar day after the mailing, sending or transmitting of such notice, to the persons executing this agreement at the addresses set forth in opening paragraph above or at such email or physical addresses of which the sender has constructive or actual knowledge.
    4. Other Writings. Wherever this agreement or any Order Form makes reference to a written approval, written consent, written authorization or written permission, a formally signed document is not essential to establishing such approval, consent, authorization or permission. Emailed approval, consent, authorization or permission from a person reasonably believed to represent a party and to have authority to grant such approval, consent, authorization or permission is sufficient evidence of same. Wherever this agreement refers to written notice or notification, such notice or notification must be made by a formal writing from a signer hereof or from an officer of a party to the other signer hereof or an officer of such other party unless the context of the notice or notification provision provides otherwise. Except as to matters referencing material breach or legal action, such formal writing may be delivered or transmitted in any normal manner including without limitation, email attachment.
    5. Ambiguity Resolution. Wherever it possible that the terms of this agreement may be, or may seem, unclear as to which party owns the rights and interest in and to any intellectual or other property, such rights and interests are deemed to be held exclusively by Inkblot.
    6. Negotiated Agreement. This agreement is the product of negotiation between the parties, and no provision herein may be construed against either party for any reason.
    7. Rules of Construction as to “Customer.” If the Customer signed hereto is for any purpose an agent or intermediary party directly or indirectly between Inkblot and the actual Services Beneficiary, then:
       1. If “Customer” is used herein in a context that indicates a promise, requirement or obligation of Customer to Inkblot, then (1) Customer signed hereto is fully responsible to Inkblot for fulfilling such promise, requirement, or obligation even though such promise, requirement or obligation may be carried out by the Services Beneficiary, any other intermediary, or any third party, (2) Customer represents and warrants to Inkblot that it has full agency authority to bind the Services Beneficiary to such promises, requirements, and obligations;
       2. If Customer is used herein in a context that indicates that Customer has or acquires certain rights and interests, the Services Beneficiary is the person that actually acquires such rights and interests, and the Customer named in this agreement will not have such rights and interests.
    8. Assignment. Except that either party may assign this agreement without consent in connection with a merger, change of control, or sale of all or substantially all of such party’s assets, neither party may assign or otherwise transfer this agreement without the prior written consent of the other party. Any assignment or transfer in violation of the foregoing will be null and void.
    9. Successors and Assigns. This agreement is binding upon and inures to the benefit of the parties and their successors and permitted assigns. The term “successor” has its ordinary meaning and also includes without limitation, a resultant business entity from a party’s entity conversion or relocation.
    10. Nonexclusive Relationship. Nothing in this agreement may be construed as to create an exclusive relationship between Inkblot and Customer beyond those terms and conditions explicitly agreed to in this agreement. Notwithstanding anything to the contrary in this agreement or any agreement between the parties, Inkblot and its affiliates shall at all times be free to:
        1. Provide the same or substantially similar products for
        2. receive materials of the same or substantially similar nature or composition as Customer’s Product Inputs from,
        3. create products, product results, and product content of the same or substantially similar nature or composition as products, product results, and product content created for Customer,
        4. create products, product results, and product content of the same or substantially similar nature or composition as products, product results, and product content created in the course of a Subscription for Customer, and
        5. utilize materials of the same or substantially similar nature or composition as Customer’s Product Inputs for
        6. other clients of Inkblot, including clients in same or substantially similar businesses to those engaged in by Customer; and Customer shall not interfere with Inkblot’s right to do so.
    11. Merger. As to its subject matter, this agreement signed by both parties constitutes a final written expression of all the terms of agreement between the parties and is a complete and exclusive statement of those terms, superseding all prior service agreements between the parties whether oral or written. When taken together with a specific Order Form including its Change Orders, modifications and addenda, that Order Form and this agreement, deemed incorporated therein, constitute a final written expression of all the terms of agreement between the parties as applicable to that Order Form and is a complete and exclusive statement of those terms.
    12. Amendment. We may make changes to this Agreement on a going-forward basis at any time in our sole discretion. You acknowledge and agree that your access to and use of the Products and Services after we publicly post or otherwise make available to you a modified version of this Agreement will constitute your acceptance of the modified Agreement. Except as expressly provided in this section, this Agreement may be amended only by a written agreement signed by an authorized representative of each party to this Agreement. Disputes arising under or relating to this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.
    13. Waiver. No action or course of conduct shall constitute a waiver of any of the terms and conditions of this agreement unless such waiver is granted in writing. A waiver of any of the terms and conditions of this agreement on one occasion shall not constitute a waiver of any other terms and conditions of this agreement, or of the waived terms and conditions on any other occasion.
    14. Survival. Termination of this agreement does not affect the coming into force of, or continuance in force of, any provisions which are expressly, or by implication, intended to come into or continue in force after such termination, including but not limited to any rights regarding intellectual property.
    15. Remedies. In addition to any other available rights and remedies, either party may enforce this agreement by means of equitable relief (including, but not limited to, injunctive relief) and the parties hereby waive any objection that they may have to the application to a court of competent jurisdiction for equitable remedies. All rights and remedies provided in this agreement or otherwise are cumulative and, other than as expressly agreed to herein for particular circumstances, are not exclusive of any other rights or remedies that may be available, whether provided by law, equity, statute, or in any other agreement between the parties.
    16. Choice of Law, Forum. This agreement is governed, construed, and administered according to the laws of the State of New Hampshire. No effect is given to any choice-of-law or conflict-of-law provision or rule (whether of the State of New Hampshire or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Hampshire. Any cause of action arising out of or related to this agreement is deemed to have arisen from a transaction of business in the State of New Hampshire. Any person bringing any action arising out of or related to this agreement to which Inkblot is, or may become, a party shall bring such action only in a court located in the State of New Hampshire. Venue and jurisdiction for any dispute, including, but not limited to, enforcement of this agreement, will be limited to the New Hampshire court system. The parties hereto hereby irrevocably consent to submit to the jurisdiction and venue of those courts (and their appellate courts) for all purposes related to this agreement. Each party irrevocably waives any objection that it may have now or later to the venue of any of the designated courts, including, but not limited to, an inconvenient-forum petition.
    17. Severability. The invalidity, in whole or in part, of any term of this agreement does not affect the validity of the remainder of the agreement. If any term of this agreement is determined to be invalid or unenforceable, it shall be interpreted or modified in order to maintain its validity.
    18. Headings. The headings and subheadings contained in this agreement are for purposes of convenience and ease of reference only. They have no legal significance and do not limit the scope of any following clause.
    19. Counterparts; Execution and Transmittal by Electronic Means. This agreement and any applicable amendment hereto (a) may be executed in counterparts, each of which is deemed an original, but all of which together will constitute one and the same instrument, and (b) may be executed by electronic signature. Either party may also sign by hand and transmit its signed counterpart of this agreement a in its entirety to the other party in portable document format (“.pdf”).
    20. Additional Terms Applicable to the Products and Services. Some features of our Products and Services may have additional terms, policies or agreements that apply (“Content Specific Terms” or “Content Specific Policies”). You agree to comply fully with this Master Services Agreement and any Content Specific Terms. All Content Specific Terms are incorporated by this reference in their entirety into this Master Services Agreement and this Master Services Agreement with all Content Specific Terms incorporated shall be referred to herein as the “Agreement”. In the event of a conflict or inconsistency between this Master Services Agreement and any Content Specific Terms, the Content Specific Terms control.
        1. Content Specific Terms:
           1. Data Use Policy
           2. Product Terms of Use
    21. Precedence: As to any provision or provisions of this agreement that conflict, or potentially conflict, with a provision or provisions of any prior oral or written agreement by the parties, the provision or provisions as expressed in this agreement supersede those of such prior agreement. 
        
        
24. CONTRACT EXECUTION STATEMENT

1. 1. By executing this Agreement, Customer agrees that:
      1. Customer has carefully read this Agreement;
      2. Customer has read all initiated Sample Schedules
      3. If English is not Customer’s primary language, then Customer has had an attorney fluent in English and Customer’s primary language fully advise Customer;
      4. Customer has (a) had adequate opportunity to review the terms of this Agreement with legal counsel of Customers own choosing, or (b) have voluntarily determined to sign without seeking advice of counsel;
      5. Customer knows and understand the contents of the Agreement;
      6. Customer signs the Agreement as their own free act;
      7. he or she has authority to sign this agreement and to bind the represented party to this agreement, and
      8. all necessary corporate and legal action to authorize such signing has been obtained.