Master Vendor Agreement

MASTER VENDOR AGREEMENT

The following terms and conditions of this Master Vendor Agreement (“MVA” or “Agreement”) constitute a legal agreement between the Vendor (as defined on the 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”).

For good and valuable consideration, the parties hereby agree as follows

1. DEFINITIONS
   1. Definition Matters.
      1. Definitions of terms applicable to one or more particular Section(s) of this agreement may be incorporated within the following Sections of this agreement.
      2. Additional definitions related to materials, intellectual property, prospective Deliverables, prospective Services Creations, and other relevant matters can be found at https://www.inkblotanalytics.com/legal-definitionsand is deemed incorporated herein. Each definition therein may be referred to herein as an MSA Definition.
      3. Should an MSA Definition conflict with a definition within the main body of this agreement, the MSA Definition supersedes the main body definition.
      4. Vendor acknowledges (and the parties agree) that:
         1. The Inkblot MSA Definitions will be updated by Inkblot from time to time;
         2. Updates will include the addition, modification, and deletion of MSA Definitions.
         3. Updates are published on Inkblot’s website at https://www.inkblotanalytics.com/legal-definitions
         4. Inkblot publishes a “Revised Set of MSA Definitions” as frequently as it becomes reasonably necessary in Inkblot’s sole and exclusive opinion.
         5. Inkblot has the right to record visits to its website pages.
         6. Vendor is responsible for maintaining its knowledge of the Inkblot MSA Definitions. Therefore, Vendor is encouraged to review the MSA Definitions from time to time.
         7. Failure of notification of updates and revisions of MSA Definitions does not excuse Vendor from its obligation to remain current with the MSA Definitions.
         8. Vendor’s continued use of the Services following the posting of changes will constitute Vendor’s acceptance of any and all posted changes.
         9. The definition of each defined term presented in each Revised Set supersedes 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.
            
            
2. SERVICES AND SCHEDULES
   1. Schedule.  Vendor shall perform and deliver the services and deliverables described in schedules executed by both parties (each, a “Schedule”).
      
      1. Schedule Contents. Each Schedule shall set forth: a description, due date(s) and fee for the Services and Deliverables (as defined in each Schedule)
         1. Deliverable Date. Vendor shall deliver the Services and Deliverables as may be specified by Inkblot no later than the date set forth in any applicable Schedule hereto.
   2. Additional Terms and Conditions. Each Schedule may also set forth additional terms and conditions including, but not limited to, subject exclusivity and competitive properties.
      
      
3. FEES AND PAYMENTS
   1. 1. Fee. As sole compensation for Vendor’s Services and Deliverables hereunder, Inkblot shall make all payments set forth in a Schedule in the normal course of business upon receipt of invoice from Vendor, except as outlined below.
         1. Additional Fees For Items Not Listed on Schedule.  Vendor must obtain Inkblot’s prior written approval for any additional expenses not outlined in the Schedule.
         2. Additional Fees For Items Listed on Schedule. If costs of an expense is equal to or greater than 10% of the cost listed on the Schedule, Inkblot’s prior written approval is required.
         3. Cost Increases. Vendor is prohibited from increasing the fee of its services during the term of this Agreement.
      2. Payments.
         
         1. Payment Milestones. Vendor acknowledges and agrees that, if specified in the Schedule, Inkblot’s payment obligation will be expressly subject to Vendor’s completion or achievement of certain milestones to Inkblot’s reasonable satisfaction.
         2. Disputed Invoices. Inkblot can dispute any invoice, for any reason, at any time. No payment is required by Inkblot on a disputed invoice. Non-payment of a disputed invoice is explicitly not a breach of contract.
            
            
4. REGISTRATION AND ACCESS
   
   1. Registration. In the performance of services, Vendor may use certain tools and technologies owned by or licensed by Inkblot. At Inkblot’s sole discretion, Inkblot may create an account for Vendor to use the tools or technologies.
   2. Tool Access Information. Any information provided to Vendor 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 services outlined in the Schedule.
   3. Tool 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.
   4. Scope ofLicense To Use Tools. Vendor acknowledges that any license rights herein granted by Inkblot to register and access Inkblot tools and technologies is limited and that regardless of the form of grant or conveyance wording hereunder or elsewhere, no ownership rights are conveyed to Vendor under this Agreement or otherwise. All rights not expressly granted to Vendor herein are reserved by Inkblot.
   5. Confidential Information of Tools. Any/all information on Inkblot’s tools and technologies are considered confidential information.
      
      
5. SERVICE TERM AND TERMINATION
   1. Term. This Agreement is effective as of _________________________________ and unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Vendor is performing Services pursuant to a Schedule (“Term”).
   2. Termination for Convenience. Inkblot may terminate this Agreement at any time and for any reason.
   3. Termination for Breach. Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following a written notice thereof from the non-breaching party.
   4. Effect of Termination. In the event of any such termination, the payments due to Vendor shall be prorated for actual services performed. Upon the expiration or termination of this Agreement for any reason:
      1. Deliver All Work Product. Vendor will promptly deliver to Inkblot all Vendor Work Product, including all work in progress on any Vendor Work Product not previously delivered to Inkblot, if any; and
      2. Deliver All Confidential Information. Vendor will promptly deliver to Inkblot all Confidential Information in Vendor’s possession or control.
      3. Destroy Remaining Copies or Versions. After all confidential information has been delivered to Inkblot, any versions or copies of any Inkblot Confidential Information and any versions or copies of any Work Product in Vendor’s possession or control should be deleted or destroyed immediately.
   5. No Termination of Rights or Obligations. Any termination of this Agreement or any 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. Performance of Services. If Vendor is an individual, Vendor will perform all Services and Deliverables itself. If Vendor is an entity, Vendor will perform all Services and Deliverables only through its regular, full-time employees and through subcontractors approved in advance in writing by Inkblot (Vendor’s employees and approved subcontractors, if any, are referred to collectively as the “Vendor Personnel”).
      1. Rejecting Vendor Personnel. Vendor acknowledges and agrees that all Vendor Personnel are subject to Inkblot’s continuing acceptance and that Inkblot expressly reserves the right at any time to reject any Vendor Personnel for good cause.
         
         
6. GRANT
   1. 1. Work-For-Hire. All creative work performed under this Agreement, including source code, pseudo-code or other computer instructions, shall be deemed to have been created or prepared for Inkblot as a "work made for hire" pursuant to the Copyright Act of 1976, as amended, and all rights in and to such creative work, including all copyright interests therein, shall be owned by Inkblot.
         1. Assignment of All Rights. If, for any reason, such work is deemed not to be a work made for hire, then this Agreement shall operate as an assignment of all right, title and interest in such work and all copyright in such work, in all media now known or hereafter developed, throughout the World, effective as of the date such work is created.
         2. A Note on Definition. Vendor acknowledges that the foregoing description of “works made for hire” is a term of art that concerns intellectual property rights in the works commissioned from Vendor, and is not a term meant to generally describe Vendor’s relationship with Inkblot pursuant to this Agreement.
      2. Independent Contractor. Vendor acknowledges that he or she is an independent contractor, and Vendor waives Vendor’s right, if any, to claim pursuant to California Labor Code Section 3351.5(c), California Unemployment Insurance Code 686, or any other similar laws, that Vendor is an employee of Inkblot by virtue of the agreement in writing herein to provide works to Inkblot as “work made for hire.”
      3. Moral Rights. To the fullest extent permitted by applicable law, Vendor also hereby irrevocably transfers and assigns to Inkblot, and agrees to irrevocably transfer and assign to Inkblot, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Vendor or any Vendor Personnel may have in or with respect to any Services or Deliverables hereunder, during and after the term of this Agreement.
         1. Definition. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.”
      4. Related Rights. To the extent that Vendor owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Inkblot of the rights assigned to Inkblot under this Agreement (collectively, “Related Rights”), Vendor hereby grants or will cause to be granted to Inkblot a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Inkblot to exercise all of the rights assigned to Inkblot under this Agreement. It is Vendor’s sole responsibility to identify and conspicuously mark any trade secrets. Inkblot will not be responsible for disclosure of any of Vendor’s trade secrets without such marking, and as otherwise set forth herein.
      5. Inventor Rights. All rights to any inventions or know how conceived of or developed pursuant to this agreement will be owned and assigned to Inkblot. Vendor acknowledges and agrees to cooperate to with Inkblot to have any documents associated with effecting Inkblots rights duly executed.
         
         
7. SUPPORT AND FEEDBACK
   
   1. Right To Use Feedback. Vendor agrees that Inkblot shall be free to freely use, disclose, reproduce, license, distribute and otherwise exploit any feedback (including, but limited to, any reports, suggestions, improvements or modifications) that Vendor provides to Inkblot, without obligation or restriction of any kind on account of intellectual property rights or otherwise. Vendor agrees to make all assignments necessary to give ownership of the feedback to Inkblot.
   2. 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, or business operations.
      
      
8. DATA SUBMISSION AND USE
   
   1. Ownership and Use of Inkblot Data. As between Inkblot and Vendor, Inkblot exclusively own all rights, title and interest in and to all Inkblot data; provided however that Inkblot grants Vendor a non-exclusive license and right during the schedule Term to use Inkblot data solely to provide the services to Inkblot and as otherwise permitted herein, or as required to comply with applicable law.
      
      
9. INTELLECTUAL PROPERTY
   
   1. IP Certainty. As between Vendor and Inkblot, Inkblot is the exclusive owner of all Intellectual Property rights in all work products produced pursuant to this agreement. Inkblot is the exclusive owner of all Intellectual Property rights not expressly granted herein to Vendor. Incorporating any feedback, suggestion or idea of Vendor or of a third party does not alter Inkblot’s rights therein and does not grant Vendor any rights in any such information, know-how, tools, and techniques. Vendor shall own its rights to any intellectual property conceived of or developed prior to the effective date of this agreement and not developed during the course of Vendor’s performance under this agreement.
   2. All Rights Reserved. Inkblot reserves all rights not specifically granted herein.
   3. Inkblot Entities’ trademarks and logos. Vendor shall acquire no right under this Agreement to use, and shall not use, unless expressly granted in writing by the Inkblot Entities, the name(s), logo(s), or trademark(s) of any Inkblot Entity (whether standing alone or as part of any other work or name) or the name(s), logo(s), or trademark(s) of any of an Inkblot Entity’s related, affiliated, or subsidiary entities, divisions or publications or other products or services, in any manner whatsoever, including but not limited to, any advertising, publicity, or promotion that expresses or implies any endorsement by an Inkblot Entity.
      
      
10. EXPRESS ACKNOWLEDGMENT OF INDEPENDENT CONTRACTOR STATUS
    

    BY SIGNING BELOW, VENDOR HEREBY ACKNOWLEDGES AND AFFIRMS THAT BY SIGNING below VENDOR hereby acknowledges and affirms that VENDOR is an independent contractor and not an employee, AGENT, PARTNER or JOINT VENTURER of INKBLOT AND IS SOLELY RESPONSIBLE FOR ANY EMPLOYMENT OR OTHER TAXES ARISING OUT OF ALL PAYMENTS TO VENDOR PURSUANT TO THIS AGREEMENT. IF VENDOR IS A COMPANY, VENDOR FURTHER ACKNOWLEDGES AND AFFIRMS THAT IT HAS OBTAINED OR APPLIED FOR A FEDERAL EMPLOYER IDENTIFICATION NUMBER. IF VENDOR IS A NATURAL PERSON, VENDOR FURTHER acknowledges and affirms that VENDORis responsible for determining the means and methods of preparing and providing the Works and for all expenses and costs incurred in the preparation of the Works

11. RESTRICTIONS ON USE OF INKBLOT INFORMATION
    1.  No Use For Competitive Services.Vendor shall not:
       1. modify, make derivative works of, or copy the products, services, confidential information, intellectual property or business operations of Inkblot in any way.
       2. reverse engineer, disassemble, decompile, or otherwise attempt to discover any source code or underlying ideas or algorithms of Inkblot’s products, services, confidential information, intellectual property or business operations.
       3. build competitive products, services, or business operations or
       4. build products, services, or business operations using similar ideas, features, functions or graphics of the products, services, confidential information, intellectual property or business operations.
       5. copy any ideas, features, functions or graphics of the products, services, confidential information, intellectual property or business operations.
    2. Violation of clause 11.a. will be considered a material breach and Vendor shall turn over to Inkblot the results of the violation. Vendor acknowledges and agrees that the all rights to the results of any of the foregoing active (i)-(v) shall be exclusively owned by Inkblot.
       
       
12. ADDITIONAL RESTRICTIONS ON THE USE OF INKBLOT INFORMATION
    
    1. 1. No Removal Of Proprietary Notice On Content. Vendor may not remove, obscure, or alter any copyright, trademark or other proprietary notice from any Inkblot document, email, report, dataset, code, or other item.
       2. No Use of Content In Advertising. Vendor may not use any Inkblot document or information Inkblot provided to Vendor for advertising or promotional purposes, including case studies.
          
          
13.  NON-INTERFERENCE 
    
    1. Non-Interference. Vendor agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Vendor shall not, directly or indirectly, interfere with Inkblot’s business in any manner including, without limitation:
       1. Non-Interference With Confidential Information. Vendor agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Vendor shall not, directly or indirectly, plan for, acquire any financial interest in, or perform any services for any other person and/or entity in connection with a business in which Vendor’s interest, duties or activities would inherently require Vendor to reveal any Confidential Information;
       2. Non-Interference of Contractual Relationships. Vendor agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Vendor shall not, directly or indirectly, disrupt or seek to disrupt in any manner, directly or indirectly, any contractual relationship then existing between Inkblot and any third-party; or
       3. Non-Solicitation and Non-Disclosure of Confidential Information. Vendor agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Vendor shall not, directly or indirectly, solicit, cause to be solicited or accept the disclosure of any Confidential Information for any other party.
          
          
14. NON-COMPETTION
    
    1. No Competition Of Products And Services. Vendor agrees that it cannot produce any websites, applications, products or services that are competitive with Inkblot’s products, services, or business operations.
    2. No Competition Of Products And Deliverables Content. Vendor agrees that it cannot produce any content for its websites, applications, products or services that is competitive with the content in Inkblot’s products, services, or business operations.
    3. No Use For Competitive Benchmarking. Vendor may not access or use any Inkblot information for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
       
       
15. CONFIDENTIALITY AND NON-DISCLOSURE
    
    1. Confidential Information. Pursuant to its performance under this agreement, Vendor may be given access to proprietary and other information of Inkblot and/or Inkblot’s clients that may contain Confidential Information. Vendor acknowledges and agrees that all such information will be treated as Confidential Information, and all physical embodiments thereof, are confidential to Inkblot and/or Inkblot’s client (collectively, “Inkblot Entities”, or individually, an “Inkblot Entity”) and shall be and remain the sole and exclusive property of the Inkblot Entities. Vendor shall keep all Confidential Information in the strictest confidence and shall not, either during the term of this Agreement or any time thereafter, disclose or make available any Confidential Information other than in the proper performance of its duties hereunder without Inkblot’s prior written consent.
    2. Definition. “Confidential Information” shall mean any proprietary information, technical or non-technical data, trade secrets or know-how of the Inkblot Entities and their subsidiaries and any of their clients, including but not limited to: the Services and Deliverables, programs, data, content, articles and other content prepared for publication, broadcast or other dissemination; business, advertising, or marketing plans, methods, strategies, concepts, processes and related material; customer data; finances; research and development; inventions, processes, formulas, technology, designs, drawings and patent applications; and all other information that an Inkblot Entity either designates as being confidential or that Vendor knows or should know is considered confidential and proprietary under the circumstances of such disclosure.
    3. Non-Disclosure of Agreement. Vendor also shall keep confidential and not disclose the terms of this Agreement.
    4. Effect of Confidentiality Breach. Vendor acknowledges that a breach by Vendor or any Vendor Recipient of the non-use or non-disclosure provisions herein is likely to result in indirect and consequential losses to Inkblot. A breach by Vendor any Vendor Recipient of the non-use or nondisclosure provisions herein will subject Vendor and the Vendor Recipient to general breach of contract expectation damages and to all special, indirect, consequential and punitive damages.
       
       
16.  NON-SOLICITATION 
    
    1. Non-Solicitation. Vendor agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Vendor shall not, directly or indirectly, solicit anyone involved in Inkblot’s business in any manner including, without limitation:
       1. Non-Solicitation of Employee or Independent Contractors. Vendor agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Vendor shall not, directly or indirectly, employ, attempt to employ, solicit for employment by others, or induce or attempt to influence a termination of employment by any of the Inkblot’s employees or independent contractors;
       2. Non-Solicitation of Business Relationships. Vendor agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Vendor shall not, directly or indirectly induce or attempt to induce a client, customer, strategic partner, Vendor, employee or other person and/or entity to sever that person’s relationship with Inkblot;
       3. Non-Solicitation of Clients and Customers. Vendor agrees that during its engagement hereunder, and for a period of twelve (12) months thereafter, Vendor shall not, directly or indirectly, solicit or attempt to solicit business from the Inkblot’s contacts on Vendor’s own behalf or on the behalf of any person or entity other than Inkblot;
          
          
17.  ACCESS TO PREMISES 
    
    1. If Vendor visits Inkblot's offices in the performance of Vendor's services contracted for under this Agreement, Vendor shall only work in conference rooms, guest offices or areas, or other common areas, and shall not leave any personal property or belongings in such areas. Inkblot shall have no responsibility for any such personal property left on its premises. If Inkblot provides Vendor with a temporary pass to any office, floor or facility, Vendor shall return such pass upon completion of the services contracted for under this Agreement.
       
       
18. INDEMNIFICATION
    
    1. Inkblot Indemnification. Inkblot shall indemnify, hold harmless and defend Vendor from and against any and all third-party liabilities, claims, causes of action, suits, losses, damages, fines, judgments and expenses (including reasonable attorneys’ fees and court costs) arising from any breach by the Inkblot of its obligations hereunder.
    2. Vendor Indemnification. Vendor shall indemnify, hold harmless and defend the Inkblot Entities, their parent, affiliated and subsidiary companies, and its and their members, officers, directors, agents and contractors (collectively “Indemnitees”) from and against any and all liabilities, claims, causes of action, suits, losses, damages, fines, judgments and expenses (including reasonable attorneys’ fees and court costs) arising from:
       1. any breach or alleged breach by Vendor of its covenants, representations and warranties hereunder;
       2. a claim that any Services and/or Deliverables performed under this Agreement, or the results of such Services and Deliverables, of the Inkblot Entities’ use thereof, infringe, misappropriate or violate such third party’s intellectual property rights; (
       3. any act or omission of Vendor or any Vendor Personnel that results in:
          1. personal injury (or death) or tangible or intangible property damage (including loss of use); or
          2. the violation of any statute, regulation or ordinance, including without limitation any law or regulation related to consumer privacy; and
       4. Vendor’s performance of his/her duties hereunder to the extent the same are in violation of law or performed with gross negligence or willful misconduct.
          
          
19. LIABILITY
    
    1. Insurance. If Vendor is a Company, Vendor shall keep the following insurance coverage for the term of this Agreement and for one (1) year thereafter after: Commercial General Liability with limits of at least One Million Dollars ($1,000,000) per occurrence, One Million Dollars ($1,000,000) aggregate; and Worker’s Compensation coverage as required by law. Vendor will obtain such insurance at its own expense from carriers with an AM Best rating of at least A-VII or otherwise reasonably acceptable to Inkblot. The coverages must be on an occurrence basis, with the specified limits per occurrence and in the aggregate. Vendor may use primary plus umbrella coverage to reach the required minimum coverage amounts. Vendor shall provide Inkblot with true and correct copies of certificates of insurance evidencing the foregoing insurance coverage promptly upon Inkblot’s request. Vendor shall notify Inkblot at least thirty (30) days prior to any cancellation, termination or material change in coverages.
       
       
20. REPRESENTATIONS AND WARRANTIES
    
    1. Vendor hereby represents and warrants that:
       1. Authority to Grant Rights. Vendor has full power and authority to make this agreement and grant all the rights granted hereunder;
       2. Original Works. all Deliverables are original and have not been previously published, or, if previously published, written consent to use has been obtained on an unlimited basis and do not contain any scandalous, libelous, or unlawful matter; and publication of the Deliverables will not infringe upon any third party’s copyright or other rights, including, without limitation, the rights of privacy and publicity; and
       3. Specific Relationship. Vendor has not and shall not represent itself to be an employee, agent, partner or joint venturer of an Inkblot Entity.
    2. Unfair Competition. With respect to the Inkblot’s customers, Vendor acknowledges that Vendor has a legal duty to avoid engaging in any misappropriation of Confidential Information or actions which constitute unfair competition. Thus, Vendor may not use trade secret information (which includes Inkblot’s lists of customers) to identify existing customers, facilitate the solicitation of customers, or solicit existing customers to redirect their business from Inkblot.
    3. Vendor Personnel Bound By Contract. Vendor represents, warrants and covenants that all Vendor Personnel who perform Services and Deliverables are and will be bound by written agreements with Vendor under which:
       1. Inkblot owns or is assigned exclusive ownership of all Services, Deliverables, and work product; and
       2. Vendor Personnel agree to limitations on the use and disclosure of Confidential Information no less restrictive than those provided in this Agreement.
          
          
21.  BREACH OF TERMS 
    
    1. 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 Inkblot’s services are personal and unique and because Vendor 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 by Inkblot 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.
          
          
22.  MISCELLANEOUS 
    
    1. 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.
    2. Other Writings. Wherever this agreement or any SOW 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.
    3. 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.
    4. 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.
    5. 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.
    6. 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.
    7. 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 Statement of Work including its Change Orders, modifications and addenda, that Statement of Work and this agreement, deemed incorporated therein, constitute a final written expression of all the terms of agreement between the parties as applicable to that Statement of Work and is a complete and exclusive statement of those terms.
    8. Amendments. 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.
    9. 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.
    10. 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.
    11. 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.
    12. 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.
    13. 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.
    14. 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.
    15. 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”).
    16. Entire Agreement. This Agreement is the entire agreement of the parties, and supersedes and cancels all previous understandings and written agreements of the parties, concerning the subject matter hereof.
    17. Binding. This Agreement is binding upon Vendor’s heirs, executors, administrators, and successors to any of the Vendor’s rights granted hereunder.
    18. Waiver. Any waiver or failure to enforce any provision of this Agreement at one time will not be deemed a waiver of such provision at another time or of another provision.
    19. Severability. Each provision of this Agreement shall be valid and enforceable to the full extent permitted by law and any invalid, illegal, or unenforceable provision shall be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intent of the invalid, illegal or unenforceable provision.
    20. Survival. This Agreement shall continue to govern Schedules that are not terminated until Services and Deliverables to be rendered pursuant to said Schedules have been completed. Section 4 through Section 15 shall be continuing and shall survive any termination or expiration of this Agreement.
        
        
23. SIGNATURE STATEMENT
    
    1. By signing this Agreement, Vendor agrees that:
       1. Vendor has carefully read this Agreement;
       2. Vendor has read all contemporaneously initiated SOW’s
       3. If English is not Vendor’s primary language, then Vendor has had an attorney fluent in English and Vendor’s primary language fully advise Vendor;
       4. Vendor has (a) had adequate opportunity to review the terms of this Agreement with legal counsel of Vendors own choosing, or (b) have voluntarily determined to sign without seeking advice of counsel;
       5. Vendor knows and understand the contents of the Agreement;
       6. Vendor 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.