Terms of Service

WE WILL POST ANY CHANGES TO THESE TERMS OF SERVICE IN A NOTICE OF THE CHANGE AT THE BOTTOM OF OUR WEB PAGE WITH A HYPERLINK THERETO. WE WILL ALSO SEND YOU AN EMAIL DESCRIBING SUCH CHANGES. PLEASE REGULARLY REVIEW THESE TERMS OF SERVICE. NOTWITHSTANDING IF YOU CONTINUE TO USE OUR SERVICES, YOU ARE BOUND BY ANY CHANGES THAT WE MAKE TO THESE TERMS OF SERVICE.

These Terms of Service (the “Agreement” or “Terms of Service”) are a legally binding agreement between you ( “you”, “your”, the “User”)  and Inkle, Inc., a Delaware corporation having its principal place of business at 16192 Coastal Highway, Lewes, Delaware,19958 or its subsidiaries and affiliates (the “Company”, “Inkle”, “we”, “us” or “our(s)”). You acknowledge and agree that your use of the Inkle Platform (“Platform”) through the Inkle website at https://www.inkle.io/ (“Website”) will be governed by this Agreement, our Privacy Policy, other related terms updated from time to time. Any updates to this Agreement or our Privacy Policy shall be updated to you via email and/or text message.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at hello@inkle.io.  

PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

BY ACCESSING OR CLICKING “I AGREE” BOX, SIGNING UP, USING OUR WEBSITE AND PLATFORM , YOU AGREE TO ACCEPT ALL THE TERMS CONTAINED IN THIS TERMS AND ACKNOWLEDGE AND AGREE WITH THE PRACTICES DESCRIBED HEREIN.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING AND NAVIGATING THROUGH OUR PLATFORM OR OUR WEBSITE , YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS OF SERVICE, REFERENCED HEREIN.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE AND PLATFORM.

Capitalized terms not defined herein shall have the same meaning ascribed to them under our Privacy Policy.

DISCLAIMER 

WE ARE NOT A LICENSED FINANCIAL PLANNER, REGISTERED REPRESENTATIVE, BROKER, DEALER, TAX ADVISOR, CERTIFIED PUBLIC ACCOUNTANT, REGISTERED VALUER, MERCHANT BANKER NOR DO WE REPRESENT OURSELVES AS SUCH. THE SERVICE DOES NOT PROVIDE LEGAL, TAX OR FINANCIAL ADVICE AND SHOULD NOT BE USED AS A PRIMARY SOURCE FOR MAKING ANY SUCH DECISIONS. WE STRONGLY RECOMMEND MAKING ALL YOUR FINANCIAL, TAX AND LEGAL DECISIONS ON THE BASIS OF PROFESSIONAL AND AUTHORISED ADVICE. HOWEVER, OUR SERVICES MAY BE USED BY TAX ADVISORS AND FINANCIAL CONSULTANTS BUT IT DOES NOT CONSTITUTE LEGAL OR FINANCIAL ADVICE.

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INTRODUCTION  TO INKLE AND OUR WEBSITE, PLATFORM

Inkle has developed a state of the art, automated chat-based Certified Public Accountant (CPA) platform for faster bookkeeping, US state and federal tax filings and compliance filings for cross-border and multi-entity startups and provides associated services (the “Services”). 

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TERRITORIAL RESTRICTION 

Our Website and Platform are available for use worldwide. If you are a resident in the United States of America (“US”) or India, you must comply with these Terms of Service and our Privacy Policy.  If you are a resident of any other country, please ensure compliance with all local laws prior to using our Website or  Platform. 

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PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you provide to us when you register for our Website and Platform. You understand that through your use of our Website and Platform, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by Inkle and our affiliates.

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ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use our Website and Platform, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Website and Platform, or not otherwise prohibited from having an account, (c) are not our competitor, or are not using our Website and Platform for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website and Platform.

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SERVICE LICENSE 

Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Website and Platform, to avail our Services including any any add on Services for your use in accordance with this Agreement.

You will not use, copy, adapt, modify, prepare derivative works based upon our Website and Platform, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website and Platform, except as expressly permitted in this Agreement. When using and accessing our Website and Platform, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply. 

YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR WEBSITE AND PLATFORM. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO COMPANY NAME FOR THE ABILITY TO ACCESS OR USE OUR WEBSITE, AND PLATFORM. 

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ACCESS AND SERVICE RESTRICTIONS.

1. Your Systems and Cooperation. At all times during the Term, you will: (i) maintain, and operate the Platform through which the Services are accessed or used in accordance with the specifications as notified by us during onboarding; (ii) provide our personnel with such access to accurate information and records as may be reasonably necessary for us to perform the Services in accordance with the terms of this Agreement; and (iii) provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations hereunder.

2. Effect of Failure or Delay. We are not responsible or liable for any delay or failure of performance caused by your delay in performing, or failure to perform, any of your obligations under this Agreement. In such case, we will be given an extension of time equal to the number of days solely delayed by you to perform our obligations under the Agreement. 

3. Corrective Action and Notice. If you become aware of any actual or threatened prohibited activity by your authorized users, you will immediately: (a) take all reasonable and lawful measures that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Platform and Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify us of any such actual or threatened activity. 

4. “Customer Materials” means any and all materials, Intellectual Property and Confidential Information that you provide to us for the purpose of or in connection with the performance of the Services in any material form or support. You are solely responsible for the accuracy, quality, and legality of Customer Materials, and the means by which you have acquired the data. You will defend, indemnify, and hold us and our Indemnitees harmless from any Losses incurred by us as a result of your violation of this Section. 

5. You agree that our Platform, including but not limited to the Website, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by us and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform and Services or in any manner that is inconsistent with the terms contained in this Agreement.

6. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website and Platform, in any manner, and you will not exploit our Website and Platform in any unauthorized way whatsoever, including but not limited to, using our Website and Platform to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use our Website and Platform in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Website, Platform and Services.

7. The parties will act as independent contractors and neither party will act as agent for or partner of the other party for any purpose whatsoever, and the employees of one party will not be deemed the employees of the other party. Neither party may bind the other party without the prior written consent of the other party. The parties agree that this Agreement creates a relationship of trust and good faith between the Parties. 

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REGISTRATION, ACCOUNT CREATION, AND ACCESS RIGHTS

1. Access: You can access and use our Website and Platform at https://www.inkle.io/  at and our add on Services at https://www.inkle.io/pricing.

2. Registration: To use our Platform and Services (“Registration”) you are required to set up an account (“Account”). When you set up an Account, you are required to (a) enter your name, (b) enter your email address, (c) your phone number, (d) set up a password (“Password”), and (e) enter your physical address (collectively, the “Account Information”). 

3. Security of your Account Information: You agree that all information you provide is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it current. You may not transfer or share your Account Information with anyone. You are responsible for maintaining the confidentiality of your Account Information and for all activities that occur under your Account. You agree to immediately notify us upon becoming aware of any unauthorized use of your Account Information. Inkle reserves the right to take any and all action, as it deems necessary, regarding the security of our Platform and Service and your Account Information. Under no circumstances shall Inkle be held liable to you for any liabilities or damages resulting from or arising out of your use of our Platform, your use of the Account Information, or your release of the Account Information to a third party.

4. Use of Information: We collect and process your personal (including personally identifiable information) and business information (as set forth in our Privacy Policy), at the time of Registration or in the course of your use of our Services. This information is necessary for us to provide our Services and Platform to you and is stored on our servers to enable us to continue to provide our Services and Platform to you. Upon your written request, we will provide you with a list of all of the personal information that we store on you within sixty (60) days of receiving your request. Upon your prior written request, we will delete any such information within sixty (60) days of receiving your request to the extent of the applicable laws. Notwithstanding, please note that, if you ask us to delete all such information, we will not be able to continue to provide our Services through the Platform to you.
5. Please send your requests to us at hello@inkle.io. 

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TERM AND PAYMENT

1. Subscription: We offer monthly and annual subscriptions to our Platform, details of which are available at https://www.inkle.io/pricing. The User can also avail add-on Services listed at https://www.inkle.io/pricing in addition to the periodic subscription. To confirm your subscription, you will have to provide us with certain information, as collected by our third-party payment processor. By confirming your subscription, you will allow Inkle to charge your card for the authorized payment and future payments, as authorized in accordance with the  subscription and any add-on Services selected by you.
2. Automatic Renewal: Your subscription to our Services and any add-on Services will automatically renew at the anniversary of your subscription term (monthly or annual as applicable) unless you provide written notice of your intention not to renew at least seven (7) days prior to subscription anniversary. The renewal will occur at the then-current applicable subscription fee for the services unless otherwise stated.
3. Taxes: You will, in addition to the other amounts payable under these Terms, pay, if applicable, all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by these Terms, excluding only taxes based on our net income. Subscription plans are recurring and will renew indefinitely each month or year based upon your chosen subscription, unless the subscription is cancelled prior to a renewal date. Any other recurring subscription will renew on the same day of month or year as applicable, as it was established, except in cases where the day is not available due to a short month, in which case the renewal date will be moved to the first day of the following month. 
4. Payment Terms: You will pay all the subscription fees and any reimbursable expenses in US dollars net banking, by automated clearing house (ACH), through a third-party payment processor, or as otherwise specified by us. You will pay the subscription fees and any reimbursable expenses for monthly and yearly subscription, in advance (“Payment Due Date”) which shall be the first three days of your subscription.
5. Shipping and Refunds: All products and services sold through the Platform consist of virtual goods and/or online services, physical shipping is not involved in any phase of a purchase. Unless otherwise provided by applicable laws or by a particular Service offer, all Fees paid are final and non-refundable.
6. Late Penalties: In case you fail to pay the subscription fees on or before the Payment Due Date as specified at the time you subscribe our Services or any add-on services thereof, late penalty of 5 % of the outstanding subscription fee compounded per month.
7. Non-Payment: If at any time you do not make a payment to us when you are supposed to (including on Termination), we can suspend or terminate your use of the Service and access to the Platform. Such suspension or termination of services shall not constitute a breach of our obligations under this Terms of Service. We may also additionally pursue any other rights or remedies we may have against you.

TERMINATION

8. Termination by us: We reserve the right to suspend or terminate your account or cease providing you with access to all or part of our Website, Services and Platform at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement or our Privacy Policy, (ii) you create risk or possible legal exposure for Inkle; or (iii) our provision of our Website  and Platform to you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use our Website, Services or Platform.

9. Cancellation of Recurring Subscription Plans: You can terminate your access to our Services at any time (“Cancellation”) by (i) writing an email to hello@inkle.io. Any payments processed after an effective Cancellation will be promptly refunded by us. 

10. Survival: All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.

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REPRESENTATIONS AND WARRANTIES. 

You represent, warrant, and covenant that: 

1. You own or otherwise has and will have the necessary rights and consents in and relating to Customer Materials to allow us to process such Customer Materials under the terms and conditions of this Agreement. 
2. You comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
3. You will provide accurate information and Customer Material to us and update the information so provided from time to time as may be necessary;
4. Review our Privacy Policy; and
5. Review and comply with notices sent by Inkle, if any, concerning our Website, Services or Platform
6. You will use the add on Services provided by us in accordance with the pricing schedule at https://www.inkle.io/pricing.
7. You shall not develop services or products similar to the Platform, Services and Work Product pursuant to this Agreement. 
8. You shall not duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Website, Services or Platform (excluding any user content);
9. You shall not reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Website, Platform and Services or any part thereof;
10. You shall not utilize information, content or any data you view on and/or obtain from our Website, App, or Platform to provide any service that is competitive with us;
11. You shall not imply or state, directly or indirectly, that you are affiliated with or endorsed by Inkle unless you have entered into a written agreement with us;
12. You shall not adapt, modify, or create derivative works based on our Website, Platform or technology underlying our Website, Platform, or other users’ content, in whole or in part;
13. You shall not rent, lease, loan, trade, sell/re-sell access to our Website, Platform or any information therein, or the equivalent, in whole or part;
14. You shall not access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;
15. You shall not use manual or automated software, devices, scripts robots, other means or processes to “scrape”, “crawl” or “spider” any web pages contained in the Website;
16. You shall not use automated methods to add contacts or send messages;
17. You shall not engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Website;
18. You shall not attempt to or actually access our Website, Services and Platform by any means other than through the interface and credential provided by Inkle;
19. You shall not attempt to or actually override any security component included in or underlying our Website and Platform;
20. You shall not engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
21. You shall not remove any copyright, trademark, or other proprietary rights notices contained in or on our Website, Services or Platform, including those of both Inkle or any of our licensors where applicable; 
22. You shall not engage in any action or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive.

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Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE WEBSITE, PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND WE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE WEBSITE, PLATFORM OR SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET YOUR’S, OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. WE SHALL NOT BE LIABLE FOR ANY ALTERATION OR ADDITION TO WEBSITE, PLATFORM OR SERVICES BY ANY THIRD PARTY THAT IS NOT AUTHORIZED BY US.

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INTELLECTUAL PROPERTY RIGHTS.

1. “Intellectual Property” includes all patents, trademarks, business processes, domain names, works of authorship, designs, utility models, copyrights whether registered or unregistered, including, but not limited to moral rights and any similar rights in any country, whether negotiable or not and also includes any applications for any of the foregoing and the right to apply for them in any part of the world; and all ideas, concepts, processes, inventions, creations, discoveries, programs, codes, software, algorithms, databases, trade secrets, know-how, improvements upon, additions or any research efforts relating to any of the above, whether registrable or not and any correspondence or documents relating to any of the above.

2. Ownership. All rights, titles, and interest in and to the Website, Platform, Services and related products, including but not limited to any changes, know-how, corrections, bug fixes, enhancements, customizations, updates, and other modifications thereto including all Intellectual Property Rights therein, are and will remain with us. You do not have the right, license, or authorization with respect to the Platform or any of the Services except as expressly set forth in this Agreement. All other rights to the Platform, Website and in the Services are expressly reserved by us and the respective third-party licensors.

3. Customer Materials. As between the parties, you will own all the rights, titles, and interest in and to all Customer Materials and Work Product, including all Intellectual Property Rights relating thereto. We will be permitted to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of Customer Materials for purposes of providing our Platform and Services to you and for internal business purposes. We may use disaggregated and depersonalized Customer Materials for benchmarking, quality control, improving the provision of our Services, and any other lawful purposes. To the extent necessary, you grant us a non-exclusive, personal, non-transferable, revocable, royalty-free license to use Customer Materials for the sole purpose of performing our obligations under this Agreement.

“Work Product” means and include any product that is created or developed by us in course of providing our Services to you. It includes any and all materials, ideas, concepts, formats, suggestions, developments, software, computer programs and other computer software (including, without limitation, all source and object codes, algorithms, architectures, structures, display screens, layout and development tools), database, and any improvements thereon or applications or derivative works thereof, and all other forms of intellectual property, whether or not registered or capable of such registration, in any material form or support whatsoever, that we may develop or create solely in connection with the access of the Platform and performance of Services under this Agreement; except that Work Products shall not include any third-party libraries and tools.

4. Work Made For Hire. Unless otherwise specified and except for the third-party tools and libraries incorporated into the Work Products, any Work Product created or developed by us for you, under this Agreement, is a “Work Made For Hire” as that term is used in the Copyright Law of the applicable jurisdiction. You are, therefore, to be deemed the author of, and are the owner of all copyrights in and to, the Work Product. You have the right to copyright them in your name or the name of your nominee or assignee, subject to your full payment of the Fees for that Work Product to Company under this Agreement. You and your assignees have the sole and exclusive worldwide rights in all languages and in perpetuity to use, license or otherwise dispose of all or any part of the Work Product properly paid for in accordance with this Agreement, in any format or version, by any means and in any media, now known or later developed. 

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CONFIDENTIALITY

1. "Confidential Information” means any information disclosed by one party to the other party or accessed by the other under this Agreement, which, (i) if in written, graphic, machine-readable or other tangible form is marked “Confidential” or “Proprietary” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential and reduced to writing marked “Confidential” and delivered to the Receiving Party (as defined below) within fifteen (15) days of such disclosure; or (ii) by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.  In connection with this Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party's or any of its representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third-party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
2. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party will: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (ii) except as may be permitted by and subject to its compliance with Section, not disclose or permit access to Confidential Information other than to its representatives who: (a) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (b) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section; and (c) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (iv) ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of this Section.
3. Compelled Disclosures. If the Receiving Party is compelled by the applicable law to disclose any Confidential Information, then, to the extent permitted by applicable law, the Receiving Party will: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights and (ii) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party's request, will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
4. Nondisclosure. The Receiving Party agrees that it (i) will use and reproduce the Confidential Information of the Disclosing Party only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes, including to the extent applicable by anonymising, de-intefiying and aggregating any such Confidential Information as further set out in the Privacy Policy, (ii) will restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a bona fide need to know for such purposes, and (iii) will not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations will be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its information of like importance, but not less than reasonable care. All third parties to whom the Receiving Party discloses Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as this Agreement. Notwithstanding the foregoing, it will not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.
5. Remedies. The Receiving Party agrees that a breach of this Section may result in immediate and irreparable harm to the Disclosing Party and that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the Disclosing Party will be entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary injunction, or permanent injunction without the posting of a bond or other security.
6. Return of Confidential Information. Upon the written request of the Disclosing Party, the Receiving Party will, at the Receiving Party’s option, either return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party or certify in writing that all copies of such information have been destroyed. Notwithstanding such requirement, either party may retain one archival copy of the Confidential Information. either party may return the other party’s Confidential Information, or any part thereof, at any time.
7. Survival. Notwithstanding the expiration or termination of this Agreement for any reason, the obligations of confidentiality set forth in this Section shall extend for a period of five (5) years after such expiration or termination. However, this survival will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the party’s gained knowledge or possession free of any confidentiality obligation.

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INKLE COMMUNICATIONS

You understand and agree that you may receive information and push notifications from Inkle via email, text message on your mobile device, calls to your registered mobile number or push notifications on our Platform. You hereby consent to receive such communication from Inkle. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not Inkle.

1. Email Contact.  We may send promotional messages about us and our products and services related to our Website, Services and Platform to your email.  When you send us a query email at hello@inkle.io, you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with these Terms of Service and our Privacy Policy.
2. Push Notification.  You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Services and Platform.

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INDEMNIFICATION

You agree to indemnify, defend, and hold Inkle and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”_ (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Inkle and our Indemnitees arising from any of the following: (i) a breach of any of its representations, warranties, covenants, or obligations this Agreement; (ii) negligence, fraud, or more culpable act or omission (including recklessness or willful misconduct) by you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.

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LIMITATION OF LIABILITY 

You acknowledge and agree that, in no event will Inkle be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Website, Services or Platform, including, without limitation, any information made available through our Website, Services or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website, Services or Platform.  Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Inkle may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Inkle’s liability will be the minimum permitted under applicable law.

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COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on our Website and Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent. 

1. Your physical or electronic signature;
2. Identification of the copyrighted work(s) that you claim to have been infringed;
3. Identification of the material on our Website and Platform that you claim is infringing and that you request us to remove;
4. Sufficient information to permit us to locate such material;
5. Your address, telephone number, and email address;
6. A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Inkle’s Copyright Agent to receive DMCA Takedown Notices is Ranvir Singh, privacy@inkle.io, at Inkle, Inc., Attn: DMCA Notice, 16192 Coastal Highway, Lewes, Delaware,19958. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Inkle in connection with the written notification and allegation of copyright infringement.

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THIRD PARTY LINKS 

Inkle has not reviewed links to third-party sites to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by inkle of the site. Use of any such linked site is at your own risk and we strongly advise you to undertake independent investigation with respect to the suitability of those sites.

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ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

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ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website, Services and Platform in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website, Services and Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.

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MODIFICATIONS

We will post any changes to these Terms of Service in a notice of the change at the bottom of our web page with a hyperlink thereto. We will also send you an email describing such changes. Please regularly review these terms of service. Notwithstanding if you continue to use our services, you are bound by any changes that we make to these Terms of Service.

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GOVERNING LAW

This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware without giving effect to its conflicts of law rules. Each of the Parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County in the State of Delaware. 

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DISPUTE RESOLUTION AND ARBITRATION

The Parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, (the “Dispute”) shall be settled by mandatory and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 

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MISCELLANEOUS

1. This Agreement along with our Privacy Policy constitutes the entire agreement between you and Inkle and supersedes any prior agreements between you and Inkle with respect to the subject matter herein.
2. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
3. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavour to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. 
4. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website, Services or Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
5. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches.
6. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
7. Except as explicitly stated otherwise, any notices to Inkle shall be given by certified mail, postage prepaid and return receipt requested to Inkle at 16192 Coastal Highway, Lewes, Delaware,19958. Any notices to you shall be provided to you through our Website or Platform or given to you via the email address or physical address you provide to Inkle during the registration process.

Order Form

This Order Form (“Order”) is an integral part of the Website Terms of Service, Privacy Policy and any other related terms updated from time to time. By e-signing this document you accept and shall be bound by the terms of this Order Form. 

The Order is made and entered into by and between:
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Effective Date: [Date of Execution]

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1. DESCRIPTION OF SERVICES

The Company agrees to provide the following services to the Customer:

• Service: The details of the services provided by the Company are available at https://www.inkle.io/services.  

2. PAYMENT TERMS

• Subscription Term and Subscription Fee: The Company offers a monthly subscription for the services and prices provided on the Website and Platform. The details of the services (including add-on services) and pricing is available at https://www.inkle.io/pricing (“Subscription Term”). The Customer agrees to pay the subscription fees for any services including add-on services availed by them (“Subscription Fees”). 
• Payment Cycle: The Customer shall pay the Subscription fees and any other expense including fess for any add-on services, in advance and on a month-on-month basis (“Payment Due Date”) which shall be first three days of Subscription Term.  
• Automatic Renewal: The Subscription Terms shall automatically renew at the end of each month unless the Customer provides a written notice at least 7 (seven) days prior to the expiration of Subscription Term for not renewing the Subscription. 
• Payment Method: Payment shall be made via [Payment Method] upon execution of this Order.
• Late Penaltiess: In case you fail to pay the subscription fees on or before the Payment Due Date as specified at the time you subscribe our Services or any add-on services thereof, late penalty of [5 %] of the outstanding subscription fee compounded per month.

3. TERM 

• This Order shall commence on the Effective Date and shall continue for the Subscription Term unless terminated by the Company according to Paragraph 6 (six) to 8 (eight) of the Terms of Service.

4. WARRANTIES AND DISCLAIMERS

• Except as expressly set forth in this Order, the Company makes no warranties, express or implied, regarding the services, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.

5. LIMITATION OF LIABILITY

• In no event shall the Company be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Order, even if the Company has been advised of the possibility of such damages.

6. E-SIGNATURE AND LEGAL BINDING EFFECT

• The Customer agrees that electronic signatures on this Order shall have the same legal effect as handwritten signatures.
• By signing this Order electronically, the Customer acknowledges that they have read, understood, and agree to be bound by the Company’s Terms of Service, which are incorporated herein by reference.

9. ENTIRE AGREEMENT

• This Order, together with the Company’s Terms of Service, Privacy Policy constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements and understandings.

‍IN WITNESS WHEREOF, the parties here to have executed this Order as of the Effective Date.