Legal
The binding agreement between InkIQ LLC and the customer, governing access to and use of the Services and the inkiq.io website.
These Terms of Service (these "Terms") form a binding agreement between InkIQ LLC, a Delaware limited liability company ("InkIQ," "we," "us," or "our"), and the customer accepting them ("Customer," "you," or "your"). These Terms govern your access to and use of the Services and of the InkIQ website at inkiq.io and its associated online interfaces (the "Site"). Capitalised terms used but not otherwise defined have the meanings given in Section 1.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A LIMITATION OF LIABILITY (SECTION 15) AND A WAIVER OF CLASS PROCEEDINGS AND JURY TRIAL (SECTION 20.2) THAT AFFECT YOUR LEGAL RIGHTS.
By submitting an Order, clicking "I Agree" or a similar acceptance control, or accessing or using the Services, you agree to be bound by these Terms, the applicable Order, and the Additional Terms, each of which is incorporated by reference. If you do not agree, you may not access or use the Services.
If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case "Customer," "you," and "your" refer to that entity.
InkIQ may revise these Terms from time to time. Revisions that are required by law, or that are administrative, operational, or security-related and do not materially reduce Customer's rights or materially increase Customer's obligations, will be effective upon posting to the Site and will be identified by their "Last updated" date. For any other revision (a "Material Revision"), InkIQ will provide notice to Customer by email to the account contact and/or through the Services, and Customer must accept the revised Terms in order to continue accessing the Services after the stated effective date. Customer's acceptance of a Material Revision binds Customer for the remainder of the then-current Subscription Term, including any fixed term. If Customer does not accept a Material Revision, the prior version of these Terms will continue to govern that Customer until the earlier of (a) the end of the then-current Subscription Term, or (b) InkIQ's suspension or termination of the affected Order; InkIQ may suspend or terminate the affected Order if Customer does not accept a required Material Revision, and if InkIQ terminates an Order solely because Customer declined a Material Revision, InkIQ will refund the pro-rata portion of any prepaid Fees for the unused remainder of the Subscription Term. Changes to Fees are governed by Section 5.5 and Section 16.1 and not by this paragraph. No revision applies retroactively to any claim, dispute, or liability that arose before the revision's effective date.
"Additional Terms" means any product-specific terms, the Privacy Policy, the Acceptable Use Policy, and any other policies or terms InkIQ makes available and incorporates by reference.
"Affiliate" means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party, where "control" means ownership of more than 50% of the voting interests of an entity or the power to direct its management.
"AI Features" means any functionality of the Services that uses machine learning, large language models, generative models, or similar techniques to generate, transform, summarise, classify, or recommend content or actions, whether provided by InkIQ directly or via a Third-Party Provider.
"AI Output" means any content, recommendation, draft, image, text, code, quote, estimate, or other result generated by AI Features in response to Customer's inputs.
"Buyers" means Customer's own customers or end buyers to whom Customer provides goods or services using the Services.
"Credits" means the consumable units used to meter Customer's use of AI Features and other metered functionality, as described in Section 5.
"Customer Content" means all content Customer or its Users submit, upload, create, or generate through the Services (including artwork, designs, order data, customer and contact records, pricing, and AI inputs), excluding InkIQ Property and Aggregated Data.
"Customer Data" means all data and information Customer or its Users submit to the Services, including Customer Content.
"Documentation" means the user guides, technical documentation, usage policies, and help materials InkIQ makes generally available for the Services, as updated from time to time.
"Fees" means all fees payable by Customer for the Services as set out in an Order or these Terms, including Plan Fees, Top-Up Credit charges, and any applicable overage or other charges.
"InkIQ Property" means the Services, Site, software, models (excluding Third-Party Provider models), documentation, and any content InkIQ provides, and all Intellectual Property Rights therein.
"Intellectual Property Rights" means all patent, copyright, trademark, trade secret, database, moral, and other intellectual property rights worldwide, whether registered or not.
"Order" means the order form, subscription selection, or online checkout through which Customer subscribes to a Plan and any Credits or add-ons.
"Plan" means a subscription tier as described at the time of purchase.
"Services" means the InkIQ platform, AI Features, integrations, APIs, and related support made available under an Order.
"Subscription Term" means the Initial Subscription Term plus any Renewal Subscription Terms.
"Third-Party Provider" means any third party whose products or services InkIQ uses or makes available in connection with the Services, including AI model providers, payment processors, and supplier-data networks.
"Users" means the individuals Customer authorises to access the Services under its account.
The Services are intended solely for business use by customers in the United States and Canada. By accessing or using the Services, you represent and warrant that:
(a) you are at least 18 years of age and have the legal capacity to enter into these Terms and, where you act on behalf of an entity, the authority to bind that entity;
(b) you are not a competitor of InkIQ, and you are not accessing the Services to monitor their availability, performance, or functionality, or for any other benchmarking or competitive purpose;
(c) you are not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. or Canadian sanctions, you are not identified on any restricted-party, denied-party, or sanctions list maintained by the United States, Canada, or any other applicable authority, and your access to and use of the Services will comply with all applicable export control and sanctions laws; and
(d) the registration and billing information you provide is current, accurate, and complete, and you will keep it so.
InkIQ makes the Services available only in the United States and Canada and makes no representation that the Services are appropriate or available for use in any other jurisdiction. Those who access the Services from elsewhere do so on their own initiative and are responsible for compliance with applicable local law.
Subject to Customer's compliance with these Terms and payment of all applicable Fees, InkIQ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence, during the Subscription Term, to access and use the Services solely for Customer's internal business operations and in accordance with the applicable documentation and the relevant Order. InkIQ and its licensors reserve all rights not expressly granted in these Terms, and no rights are granted to Customer by implication, estoppel, or otherwise.
Customer will not, and will not authorise or permit any User or third party to:
(a) sell, resell, sublicense, rent, lease, distribute, or otherwise make the Services available to any third party, or use the Services on a service-bureau, time-sharing, hosting, or outsourced basis, except as expressly authorised in an Order;
(b) copy, modify, adapt, translate, or create derivative works of the Services or any InkIQ Property, or reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, underlying structure, models, model weights, or algorithms of the Services, except to the extent this restriction is prohibited by applicable law;
(c) access or use the Services, AI Output, or any InkIQ Property to design, develop, train, or improve any product, service, dataset, or machine-learning or artificial-intelligence model that competes with InkIQ, or for any other competitive or benchmarking purpose;
(d) circumvent, disable, or attempt to circumvent or disable any usage or Credit limit, rate limit, authentication, access control, or other technical or security measure, or access any portion of the Services that Customer has not been authorised to access;
(e) interfere with, disrupt, or place undue load on the Services or any related systems or networks (including through excessive or abusive API calls), or attempt to gain unauthorised access to the Services, to other customers' data, or to any related systems;
(f) use the Services to store, transmit, or distribute any malicious code, or any material that is unlawful, infringing, defamatory, harassing, or obscene, or that violates any third-party rights, or to transmit unsolicited or unlawful communications;
(g) remove, obscure, or alter any proprietary notice, label, watermark, or attribution contained in or displayed through the Services or any InkIQ Property; or
(h) use the Services in violation of any applicable law, including export control, sanctions, anti-spam (including CAN-SPAM and CASL), privacy, and consumer-protection laws, or in violation of any Additional Terms or the Acceptable Use Policy.
Without limiting Section 3.2, Customer will not, and will not permit any User or third party to, use any robot, spider, crawler, scraper, bot, script, headless browser, browser extension, or other automated or manual means or process to access, search, index, scrape, harvest, extract, copy, monitor, or collect the Services, the Site, or any data, content, AI Output, or other materials available through them, except (a) as expressly authorised by InkIQ in writing, or (b) through InkIQ's documented APIs used in accordance with these Terms and any applicable rate limits. Customer will not aggregate, republish, or create any database, archive, or collection from data or content obtained through the Services, and will comply with any restrictions set out in InkIQ's robots.txt file or other technical access-control measures. Any access in violation of this Section constitutes unauthorised access to InkIQ's systems and may be pursued as such, in addition to InkIQ's other rights and remedies.
The Services include AI Features that generate AI Output probabilistically. AI Output may be inaccurate, incomplete, outdated, or unsuitable for a particular purpose, and may not reflect current facts, pricing, or law. AI Output is provided for Customer's evaluation and does not constitute professional, legal, financial, or other advice. Customer is solely responsible for reviewing, verifying, and validating all AI Output before relying on or acting on it, including any quotes, pricing, estimates, designs, artwork, communications, or order data generated or assisted by the AI Features. InkIQ makes no warranty as to the accuracy, completeness, fitness, originality, or non-infringement of AI Output, and Customer uses AI Output at its own risk.
"Inputs" means the prompts, instructions, files, data, and other materials Customer or its Users submit to the AI Features. Customer represents and warrants that it has, and will retain, all rights, licences, consents, and permissions necessary to submit its Inputs to the AI Features and to authorise InkIQ's processing of them under these Terms, and that its Inputs, and InkIQ's processing of them in accordance with these Terms, do not and will not infringe, misappropriate, or violate any third-party rights or any applicable law. Customer will not submit as Inputs any (a) unlawful, infringing, or malicious content, or (b) except where a specific AI Feature is documented to support it, sensitive or specially regulated data, including government-issued identifiers, financial account or payment-card data, health information, biometric identifiers, or any special categories of personal data. Customer grants InkIQ a non-exclusive, worldwide, royalty-free licence to host, process, transmit, and otherwise use the Inputs as necessary to provide and support the AI Features and as otherwise permitted under Section 7.
As between the parties, InkIQ does not claim ownership of AI Output, and to the extent InkIQ has or acquires any right, title, or interest in AI Output generated from Customer's Inputs, InkIQ assigns such right, title, and interest to Customer, in each case to the extent such AI Output is capable of ownership under applicable law and subject to Section 7. AI Output constitutes Customer Content for purposes of these Terms. Customer's rights in AI Output convey no right, title, or interest in the Services, the underlying models, or any other InkIQ Property. Customer acknowledges that (a) AI Output is not guaranteed to be unique, similar or identical AI Output may be generated for InkIQ's other customers, and InkIQ and its Third-Party Providers may continue to develop their models and generate similar output for others; and (b) the legal status of intellectual property rights in AI-generated material is unsettled and varies by jurisdiction, and InkIQ makes no representation that AI Output is protectable or free of third-party claims.
The AI Features may be powered, in whole or in part, by models or services of Third-Party Providers. Customer authorises InkIQ to transmit Inputs and related Customer Content to Third-Party Providers to the extent necessary to provide the AI Features. Customer's use of the AI Features is subject to any applicable Third-Party Provider terms, and InkIQ is not responsible for the availability, performance, security, or output of Third-Party Provider models. InkIQ may add, change, substitute, or remove Third-Party Providers at any time, which may affect the behaviour or output of the AI Features. InkIQ's handling of Customer Content in connection with Third-Party Providers, including model-training restrictions, is governed by Section 7.4.
Customer will not, and will not permit any User to, use the AI Features to (a) generate or disseminate content that is unlawful, infringing, deceptive, defamatory, harassing, or that violates the Acceptable Use Policy or any third-party rights; (b) develop, train, or improve any competing model, product, or service, or otherwise in violation of Section 3.2; (c) extract, reverse engineer, or attempt to discover any training data, system prompts, model weights, or other underlying components of the AI Features; or (d) circumvent or attempt to circumvent any content, safety, or usage filter or limit applicable to the AI Features.
InkIQ may make certain AI Features available on a beta, preview, or evaluation basis ("Beta Features"). Beta Features are provided "as is" and "as available," may be changed or discontinued at any time, are excluded from any service-level or support commitment, and are used at Customer's sole risk.
Access to AI Features and other metered functionality is measured in Credits. Each Plan or Order includes a Credit allowance for each billing cycle, as stated at the time of purchase. The number of Credits consumed by a given action is set by InkIQ and described in the applicable documentation or account interface, and may be changed only in accordance with Section 5.5.
Except as expressly stated in an Order, included Credits do not roll over, and unused Credits expire at the end of each billing cycle. Credits represent a limited licence to access metered functionality and are not money, currency, stored value, a security, or a gift card. Credits have no cash value, are non-refundable, are not redeemable or exchangeable for cash, do not accrue interest, and are not transferable except as part of the Services. Expired or forfeited Credits create no liability for InkIQ and are not subject to any unclaimed-property or escheatment obligation.
Customer may purchase additional Credit bundles ("Top-Up Credits"). Top-Up Credits are billed at the then-current rate, do not roll over, and expire at the end of the billing cycle in which they are purchased. Top-Up Credits are non-refundable, have no cash value, and are otherwise subject to Section 5.2.
If Customer exhausts its Credit allowance for a billing cycle, InkIQ may suspend the affected metered functionality until the start of the next billing cycle or until Customer purchases Top-Up Credits or upgrades its Plan. InkIQ is not obligated to provide metered functionality in excess of Customer's available Credits.
InkIQ may change Plan Fees, per-Credit pricing, and Credit consumption rates from time to time. For then-current Orders, any change that increases the Fees payable by Customer, or that materially reduces the metered functionality available under Customer's existing Credit allowance, will take effect at the start of the next Subscription Term following notice to Customer. InkIQ may, however, decrease pricing or consumption rates, and may set pricing and consumption rates for newly introduced features, at any time. Continued use of the Services after a change takes effect constitutes acceptance of that change; if Customer does not agree, Customer may elect not to renew, and the affected subscription will terminate at the end of the then-current Subscription Term. This Section, together with Section 16.1, governs changes to Fees and Credit pricing notwithstanding the general modification provisions of these Terms.
InkIQ may offer a free trial of the Services (a "Trial"). The Trial terms, including the automatic-conversion and cancellation terms below, will also be disclosed to Customer at sign-up. Unless stated otherwise at sign-up:
(a) the Trial lasts 14 days from the date Customer activates it;
(b) a valid payment method is required to start the Trial, and InkIQ may verify Trial eligibility;
(c) at the end of the Trial, the subscription will automatically convert to a paid subscription for the selected Plan at the then-current Plan Fee, and Customer authorises InkIQ to charge the payment method on file at that time and upon each subsequent renewal, unless Customer cancels before the Trial ends;
(d) Customer may cancel at any time before the end of the Trial to avoid any charge, using the cancellation method made available in the account or at sign-up; access continues through the end of the Trial period;
(e) any Credits made available during the Trial are limited, do not roll over, and expire at the end of the Trial;
(f) the Trial is provided "as is," the warranty in Section 13.2 does not apply during the Trial, and InkIQ may modify, limit eligibility for (including to one Trial per customer or group of affiliated customers), or discontinue the Trial at any time; and
(g) if Customer does not convert to a paid subscription, InkIQ may suspend or delete the account and Customer Data after the Trial ends.
InkIQ will use commercially reasonable efforts to make the Services available, but does not warrant or guarantee uninterrupted or error-free operation, or any particular level of availability or uptime, except to the extent InkIQ expressly commits to a service level in an Order. Where InkIQ commits to a service level, the service-level credits or remedies stated in the applicable Order are Customer's sole and exclusive remedy for any failure to meet that commitment. The Services may be unavailable, in whole or in part, during scheduled or emergency maintenance, or as a result of the acts or omissions of Customer or its Users, Third-Party Providers or other third parties, network or equipment failures, security or legal events, suspension under these Terms, or force majeure, and InkIQ will have no liability for any such unavailability. Where practicable, InkIQ will use commercially reasonable efforts to provide advance notice of planned maintenance that is expected to materially affect availability.
InkIQ will provide the support described in the applicable Plan, Order, or documentation. Except as expressly stated there, InkIQ has no obligation to provide support, maintenance, training, or professional services.
InkIQ may modify, update, enhance, add, or remove features or functionality of the Services at any time, provided that InkIQ will use commercially reasonable efforts to give notice before permanently discontinuing a material feature of the Services that Customer is actively using. Customer's Orders are not contingent on the delivery of any future functionality or feature, and Customer has not relied, and will not rely, on any oral or written public comment, roadmap, or other statement by InkIQ regarding future functionality or features. If InkIQ permanently discontinues the Services in their entirety, the termination and refund provisions of Section 16 will apply.
The Services are licensed, not sold. As between the parties, InkIQ and its licensors own and retain all right, title, and interest in and to the InkIQ Property, the Services, and all Intellectual Property Rights therein, including all modifications, enhancements, and derivative works of the foregoing and any Intellectual Property Rights developed or conceived in the course of providing the Services. Customer receives only the limited licence rights expressly granted in these Terms, and no ownership interest is transferred to Customer.
As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data and Customer Content and all Intellectual Property Rights therein. Customer is responsible for the accuracy, quality, legality, and rights to use the Customer Data and Customer Content.
Customer grants InkIQ and its Affiliates a non-exclusive, worldwide, royalty-free licence to host, store, process, reproduce, display, modify (for formatting and technical purposes), transmit, and otherwise use the Customer Data and Customer Content as necessary to provide, maintain, secure, support, and improve the Services for Customer during the Term, and as otherwise expressly permitted in these Terms.
InkIQ will not use identifiable Customer Content to train, fine-tune, or improve any generative or foundation model made available to other customers or third parties, except (a) with Customer's prior consent, or (b) in the form of Aggregated Data as described in Section 7.5. InkIQ may use Customer Data to operate, secure, troubleshoot, and improve the Services for Customer, including to measure usage and performance. InkIQ will not permit Third-Party Providers to use Customer Content to train their models except as necessary to deliver the requested output, and InkIQ will use commercially reasonable efforts to elect any available no-training option offered by such providers.
InkIQ may collect, generate, and analyse data and information relating to the provision and use of the Services and may aggregate and de-identify such data so that it does not identify Customer, any User, or any individual ("Aggregated Data"). As between the parties, InkIQ owns all right, title, and interest in and to the Aggregated Data, and Customer assigns to InkIQ, on behalf of itself and its Users, any right, title, or interest it may have in the Aggregated Data. InkIQ may use Aggregated Data for any lawful business purpose, including operating, improving, and marketing its products and services, during and after the Term. InkIQ will not attempt to re-identify Aggregated Data.
If Customer or any User provides InkIQ with any suggestions, comments, ideas, or other feedback relating to the Services ("Feedback"), Customer grants InkIQ a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable licence to use, reproduce, modify, create derivative works of, and otherwise exploit the Feedback for any purpose, without restriction or any obligation of attribution or compensation. InkIQ is under no obligation to use any Feedback.
The Services may interoperate with, or rely on, products and services of Third-Party Providers, including AI model providers, payment processors, and supplier-data networks (for example, PromoStandards-based supplier integrations and apparel and promotional-product supplier catalogs) (collectively, "Third-Party Services"). Third-Party Services are not part of the Services, and Customer's access to and use of any Third-Party Service is governed solely by the applicable third party's terms and is solely between Customer and that third party. InkIQ does not control, endorse, warrant, or assume responsibility for any Third-Party Service, including its availability, accuracy, security, or handling of data, and disclaims all liability arising from Third-Party Services. InkIQ may add, change, suspend, or discontinue any integration or Third-Party Service at any time. Where Customer connects a Third-Party Service or supplies third-party or supplier credentials, Customer authorises InkIQ to access, exchange, and process data with that Third-Party Service as necessary for the integration, represents that it is authorised to use those credentials and to permit such access, and is responsible for the credentials and for compliance with the applicable third-party terms.
Certain features of the Services may allow Customer to accept payments from its own buyers. Those payments are processed through Stripe Connect, provided by Stripe, Inc. ("Stripe"), and Customer's use of those features requires Customer to accept and comply with the Stripe Connected Account Agreement and Stripe Services Agreement (collectively, the "Stripe Terms"). InkIQ is not a party to, and is not responsible for, transactions between Customer and its buyers, does not store full payment-card data, and is not a bank, money transmitter, or money-services business. As between Customer and InkIQ, Customer is solely responsible for its transactions, including all chargebacks, refunds, returns, processing fees, and any required disclosures to its buyers (including refund, privacy, return, and terms-of-sale policies), and for compliance with the Stripe Terms, applicable card-network rules, and PCI-DSS. InkIQ and Stripe may withhold, delay, reserve, or set off disbursements as permitted by the Stripe Terms or as required by law, or to manage chargeback, fraud, or delinquency risk. Any breach by Customer of the Stripe Terms is also a breach of these Terms.
Customer will pay all Fees stated in each Order in accordance with these Terms. Unless otherwise stated in an Order: (a) Fees are quoted and payable in U.S. dollars, including for Customers located in Canada; (b) Fees are based on the Plan, Credits, and other subscriptions purchased and not on actual usage; (c) payment obligations are non-cancelable and Fees paid are non-refundable except as expressly provided in these Terms; and (d) purchased quantities cannot be decreased during the relevant Subscription Term.
Customer will provide and maintain current, complete, and accurate billing and payment-method information. Customer authorises InkIQ (and its payment processors) to charge Customer's payment method on file for all Fees as and when due, including recurring Plan Fees, Top-Up Credit charges, and any applicable taxes, on the Initial Subscription Term and each Renewal Subscription Term, and authorises InkIQ to update payment-method details through account-updater services made available by card networks or processors. Subscription Fees are billed in advance. Invoiced amounts (where InkIQ invoices rather than charges a payment method) are due within 10 days of the invoice date.
All Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, GST/HST, and similar taxes, duties, and assessments arising from these Terms, excluding taxes based on InkIQ's net income. Canadian Customers are responsible for GST/HST and any applicable provincial sales tax. If InkIQ is required to collect or pay any such taxes, InkIQ will invoice Customer and Customer will pay them, unless Customer timely provides a valid exemption certificate.
If any amount is not paid when due, InkIQ may, without limiting its other rights or remedies: (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, accruing from the due date until paid; (b) suspend the Services until all overdue amounts are paid; and (c) if any amount is 10 or more days overdue, declare all of Customer's outstanding Fees for the then-current Subscription Term immediately due and payable. Customer will reimburse InkIQ for reasonable costs of collection, including attorneys' fees. Suspension for non-payment does not relieve Customer of its payment obligations.
Customer will pay all amounts due in full, without setoff, deduction, or counterclaim.
Customer is responsible for: (a) all use of the Services and all activity under its account, whether or not authorised; (b) maintaining the confidentiality and security of its account credentials; (c) its Users' and Buyers' compliance with these Terms; and (d) the accuracy, quality, legality of, and its rights to use, the Customer Data and Customer Content. Any act or omission by a User or Buyer that would breach these Terms if done by Customer is a breach by Customer. Customer will use commercially reasonable security measures to protect access to the Services and will promptly notify InkIQ of any suspected or actual unauthorised access to or use of the Services or Customer's account.
InkIQ may suspend or restrict Customer's or any User's access to the Services, in whole or in part, if InkIQ reasonably determines that: (a) there is a threat to the security, integrity, or availability of the Services; (b) Customer or a User is violating these Terms, the Acceptable Use Policy, or applicable law, or is engaged in fraudulent or harmful activity; or (c) Customer's account is overdue under Section 10.4. InkIQ will use commercially reasonable efforts to provide notice and, where the issue is curable, an opportunity to cure, except where doing so would increase the risk of harm. Customer remains responsible for Fees during any suspension arising from Customer's act, omission, or breach.
"Confidential Information" means non-public information disclosed by a party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The terms of these Terms and the InkIQ Property are the Confidential Information of InkIQ; the Customer Data is the Confidential Information of Customer. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public other than through its breach; (b) was rightfully known to it without confidentiality obligation before disclosure; (c) is rightfully received from a third party without confidentiality obligation; or (d) was independently developed without use of or reference to the Disclosing Party's Confidential Information.
The Receiving Party will: (a) use the Disclosing Party's Confidential Information only to perform under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information of like importance, and no less than reasonable care; and (c) not disclose it except to its and its Affiliates' employees, contractors, advisors, and agents ("Representatives") who have a need to know and are bound by confidentiality obligations at least as protective as these. The Receiving Party is responsible for its Representatives' compliance with this Section.
The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where permitted, it gives the Disclosing Party prompt notice and reasonable cooperation to seek protective treatment, and discloses only what is legally required.
Notwithstanding the foregoing, InkIQ may disclose Customer's Confidential Information on a confidential basis to its lenders, investors, or prospective acquirers in connection with a financing or corporate transaction, provided each recipient is bound by obligations of confidentiality at least as protective as these.
The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching party is entitled to seek injunctive or other equitable relief in addition to its other remedies, without the need to post a bond.
Each party represents and warrants that it has the full power and authority to enter into and perform these Terms, and that its entry into and performance of these Terms do not violate any applicable law or any agreement by which it is bound.
InkIQ warrants that the Services will perform materially in accordance with the applicable Documentation when accessed and used in accordance with these Terms. This warranty does not apply to, and InkIQ has no liability for any non-conformity arising from, (a) use of the Services other than as permitted by these Terms or the Documentation; (b) Customer Data, Customer Content, or Third-Party Services; (c) modifications to the Services not made by InkIQ; or (d) Beta Features or any Services provided free of charge or during a Trial. For a breach of this warranty, Customer's sole and exclusive remedy, and InkIQ's entire liability, is for InkIQ, at its option, to correct the non-conforming Services or, if it cannot do so using commercially reasonable efforts, to terminate the affected Order and refund the prepaid, unused Fees for the non-conforming Services.
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 13.2, THE SERVICES, AI FEATURES, AI OUTPUT, BETA FEATURES, AND ALL OTHER INKIQ PROPERTY ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND INKIQ AND ITS LICENSORS AND THIRD-PARTY PROVIDERS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES OR AI OUTPUT WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, ERROR-FREE, OR SECURE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. INKIQ IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES.
Customer will defend InkIQ and its Affiliates and their respective officers, directors, employees, and agents (the "InkIQ Indemnified Parties") from and against any third-party claim, demand, suit, or proceeding (a "Claim"), and will indemnify and hold them harmless from any damages, fines, penalties, and reasonable costs and attorneys' fees finally awarded or paid in settlement, in each case to the extent arising from or relating to: (a) the Customer Data, Customer Content, or AI Output (including any claim that they infringe, misappropriate, or violate any third-party right or applicable law); (b) Customer's or its Users' or Buyers' use of the Services or any AI Output; (c) Customer's breach of these Terms or violation of applicable law; (d) Customer's use of payment-processing features or any Third-Party Service; or (e) any product, service, content, or transaction offered, sold, or fulfilled by Customer.
InkIQ will (a) promptly notify Customer of the Claim (provided that failure to do so will not relieve Customer except to the extent it is prejudiced); (b) give Customer sole control of the defence and settlement of the Claim, except that Customer may not settle any Claim in a manner that imposes any non-monetary obligation or admission on, or that fails to fully release, an InkIQ Indemnified Party without its prior written consent; and (c) provide reasonable cooperation at Customer's expense. InkIQ may participate in the defence with its own counsel at its own expense.
EXCEPT FOR THE EXCLUDED MATTERS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE EXCLUDED MATTERS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS (REGARDLESS OF THE FORM OF ACTION) WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO INKIQ UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
"Excluded Matters" means: (a) Customer's payment obligations under Section 10; (b) Customer's indemnification obligations under Section 14; (c) Customer's breach of Section 3 (Licence and Restrictions) or its misappropriation or infringement of InkIQ's Intellectual Property Rights; (d) either party's breach of its confidentiality obligations under Section 12 (other than with respect to Customer Data or Customer Content); and (e) liability that cannot be excluded or limited under applicable law. Sections 15.1 and 15.2 do not limit liability for the Excluded Matters.
THE LIMITATIONS IN THIS SECTION 15 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REFLECT AN AGREED ALLOCATION OF RISK THAT FORMS PART OF THE BASIS OF THE BARGAIN.
Each Order begins on its start date and continues for the initial subscription term stated in the Order (the "Initial Subscription Term"). Unless the Order states otherwise, each Order automatically renews for successive periods equal to the Initial Subscription Term or one year, whichever is shorter (each, a "Renewal Subscription Term," and together with the Initial Subscription Term, the "Subscription Term"), unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Renewal pricing is governed by Section 5.5. These Terms remain in effect for as long as any Order remains in effect (the "Term").
Either party may terminate an Order or these Terms for the other party's material breach if the breach remains uncured 30 days after written notice (or 5 days after written notice for Customer's failure to pay). Either party may terminate immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within 60 days.
On expiration or termination of these Terms or an Order: (a) all licences granted to Customer under the affected Order cease and Customer will stop accessing and using the affected Services; (b) all Fees accrued before the effective date of termination become immediately due, and, except where Customer terminates for InkIQ's uncured material breach, Customer remains liable for the Fees for the remainder of the then-current Subscription Term; (c) Customer is responsible for exporting its Customer Data before termination, and InkIQ may delete Customer Data after a reasonable period following termination; and (d) any unused Credits are forfeited. If InkIQ terminates without cause or permanently discontinues the Services in their entirety, InkIQ will refund the prepaid, unused Fees for the terminated portion of the Subscription Term.
Sections 1 (Definitions), 3.2–3.3 (Restrictions), 5.2 (no cash value), 7 (Proprietary Rights), 9 (Payment Processing, as to accrued obligations), 10 (Fees and Payment, as to accrued amounts), 12 (Confidentiality), 13.3 (Disclaimer), 14 (Indemnification), 15 (Limitation of Liability), 16.3–16.4, 17 (Privacy), and 20 (General), together with any other provision that by its nature should survive, will survive expiration or termination of these Terms.
InkIQ's collection and use of personal information in connection with the Services is described in the InkIQ Privacy Policy, which is incorporated into these Terms by reference. InkIQ will handle personal information in accordance with applicable law, including, as applicable, U.S. state privacy laws and Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws (including Quebec's Law 25). To the extent Customer's use of the Services involves InkIQ processing personal information on Customer's behalf, that processing is further governed by any applicable Data Processing Addendum. Customer is responsible for providing all notices to, and obtaining all consents and authorisations from, its Users, Buyers, and other individuals as required by applicable law for the collection, use, and processing of their personal information through the Services.
InkIQ respects the Intellectual Property Rights of others and will respond to valid notices of alleged infringement. In the United States, InkIQ follows the notice-and-takedown process under the Digital Millennium Copyright Act (DMCA); in Canada, InkIQ follows the applicable notice-and-notice regime. InkIQ will, in appropriate circumstances, disable or remove allegedly infringing material and terminate the accounts of repeat infringers. A notice of claimed infringement should identify the work claimed to be infringed and the allegedly infringing material (including its location in the Services), provide the complainant's contact information and a good-faith statement and statement of accuracy, and be signed by the rights holder or its authorised agent. Notices may be sent to legal@inkiq.io.
InkIQ may identify Customer as a customer of InkIQ, and use Customer's name and logo for that purpose, on the Site and in InkIQ's marketing and promotional materials, in accordance with any Customer brand guidelines provided to InkIQ. InkIQ will cease such use within a reasonable period after Customer's written request. Except as permitted in this Section or otherwise authorised in writing, neither party will use the other's name, logo, or trademarks.
These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 20.2, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection based on inconvenient forum. The prevailing party in any action to enforce these Terms is entitled to recover its reasonable attorneys' fees and costs.
To the maximum extent permitted by applicable law, any dispute will be resolved on an individual basis, and each party waives any right to participate in a class, collective, or representative proceeding and waives any right to a trial by jury.
To the maximum extent permitted by applicable law, no claim arising out of or relating to these Terms may be brought more than one year after the party bringing it knew or, in the exercise of reasonable care, should have known of the facts giving rise to the claim.
Customer may not assign or transfer these Terms or any Order, by operation of law or otherwise, without InkIQ's prior written consent, except that either party may assign these Terms in their entirety to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. InkIQ may also assign or delegate these Terms or any of its rights or obligations under them, in whole or in part, to an Affiliate or in connection with a financing. Any prohibited assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.
Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, labour disputes, internet or utility failures, acts of government, war, terrorism, civil unrest, epidemics, or failures of suppliers or Third-Party Providers. The affected party will use commercially reasonable efforts to mitigate the effects of the event.
Notices to InkIQ must be in writing and sent to the address in the "Contact" section below or to legal@inkiq.io. Notices to Customer may be given by email to the account contact, through the Services, or to the address on the Order. Notices are effective on receipt, except that email and in-product notices are effective when sent. Customer consents to receiving notices and other communications electronically.
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.
If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect. A party's failure to enforce any provision is not a waiver of that or any other provision, and any waiver must be in writing.
These Terms, together with the Additional Terms and all Orders, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements and understandings on that subject matter. Any terms in a Customer purchase order or similar document (other than an Order) are of no effect. In the event of conflict, the following order of precedence applies: (a) the applicable Order; (b) the Additional Terms; and (c) these Terms.
Except for the InkIQ Indemnified Parties under Section 14, these Terms do not confer any rights on any third party.
Customer will comply with all applicable U.S. and Canadian export control, economic-sanctions, and anti-money-laundering laws, and will not use or provide access to the Services in violation of them, including to any sanctioned or restricted party or in any embargoed jurisdiction.
The parties may accept these Terms and execute Orders electronically, and any electronic acceptance or signature has the same effect as a handwritten one. Orders may be executed in counterparts, each of which is an original and all of which together form one instrument.
Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation," and references to a Section are to a Section of these Terms.
Send us one real enquiry — the email, the purchase order, the artwork, the messy bits — and we'll run it through the agents in the first ten minutes of the call. That's a faster argument than anything we could write here.