Terms and Conditions

Welcome to the inkww.com website

(the “Site“). This document (T&C) describes the terms and

conditions applicable to your access and use of the Site and all use of the

services and products available at or through or in connection with the Site

(collectively, the “Service”). This T&C sets forth the terms and conditions

under which INK WW.me (“INK WW”, “we,” “us,” or “our”) provides you access to

the Site and the Service. We may amend this T&C at any time by posting the

amended Terms & Conditions on the Site, and you agree that you will be

bound by any changes to this T&C. For your convenience, the date of last

revision is included at the top of this page. We may make changes to the Site

and/or the Service at any time. You understand that we may discontinue or

restrict your use of the Site and/or Service for any reason or no reason with

or without notice. Your use of the Site AND/OR THE SERVICE, or

BY clicking “I ACCEPT” if presented with THIS T&C in a click-through

format, signifies that you agree to THIS T&C and constitutes your binding

acceptance of THIS T&C, including any modifications that INK WW makes from

time to time

1. Privacy Policy

By clicking “I ACCEPT” or using

the Site or the Service, you represent that you have read and consent to our

Privacy Policy in addition to this T&C. INK WW may revise the Privacy

Policy at any time, and the new versions will be available on the Site. If at

any point you do not agree to any portion of the Privacy Policy, you must

immediately stop using the Site and/or Service.

2. Requirements

Before you can use the Service,

you must agree to this T&C and the Privacy Policy, which you will be deemed

to have done by utilizing the Service. These requirements may change as the

Service evolves. You are responsible for any Internet connection fees that you

incur when accessing the Service.

3. T&C Updates

INK WW will revise this T&C

as the Site and/or Service evolves. By using the Site and/or Service, you agree

to the then-current version of this T&C as posted on the Site. If at any

point you do not agree to any portion of the then-current version of this

T&C, you must immediately stop using the Site and/or Service.

4. Description of Services.

Through the Site you may select

from a variety of Services offered as described below. The Services we provide

pertain to articles, blog posts, user comments, messages, information, data,

graphics, news articles, photographs, images, illustrations, software, audio

clips and video clips (“Content”) on the Site, displayed via the Software and

accessed by users of your website, and provided by you and promoted through the

Services.

4.1. Internal Content Analysis.

You may elect to use our Software (as defined in Section 7.1) and Services to

provide analysis of the internal content of your registered websites and to

recommend and display on such websites links to and displays of relevant

Content from your website which may be of interest to your users (“Recommended

Content”). While INK WW and its Software endeavors to provide relevant

Recommended Content, INK WW makes no representation or warranty regarding the

relevance or appropriateness of any Recommended Content.

4.2. Insertion of Promoted

Content. You may elect to use our Software and Services to display links on

your registered websites to paid third-party Content (“Promoted Content”). If

you elect to use the Services and Software to display Promoted Content on your

website, you will earn a revenue share from the traffic generated thereby. The

revenue share (“Revenue Share”) payable to you will be at least 50% of the net

revenues actually received by INK WW in respect of such traffic, as determined

by INK WW in its sole discretion. Revenue Share payments shall be made in

accordance with Section 13.1.

4.3. Insertion of Exchange

Content. You may elect to use our Software and Services to have links to your

Content displayed on the websites of other users of our Services in exchange

for your agreement to allow us to display or promote other third-party Content

on your website (collectively, “Exchange Content”). INK WW makes no

representation or warranty or guaranty regarding the traffic which may be

generated by your Exchange Content, the relevance of the websites where your

Exchange Content may be displayed, the relevance of the third-party Exchange

Content displayed on your website, or the frequency in which your Exchange

Content will be displayed. This portion of the Service is provided at no charge

to you.

5. Termination of Service

INK WW reserves the right to

deny service to any person and to reject any Content in INK WW’s sole and

absolute discretion for any reason. The Service is offered with the

understanding that INK WW may terminate any account registered to you and/or

your access to the Service at any time, for any reason or no reason, including

without limitation for any violation of this T&C. INK WW may stop offering

and/or supporting the Service or any portion thereof at any time.

6. Accounts and Security

6.1. Eligibility. By using INK

WW services you represent that you are an adult and have the legal capacity to

enter a contract in the jurisdiction where you reside.

6.2 .Account. To access the

Service, you must have an account. You can create an account by completing the

registration process on the Site. By registering, you will have the ability to

control certain settings for the Service. Depending upon which Services you

select, you may be required to supply contact and other information.

6.3. Account Security.

Maintaining account security is very important. You are entirely responsible

for maintaining the confidentiality of the account password. You agree to

notify INK WW immediately if you believe that an account password may have been

compromised.

6.4. Account Sharing or

Transfers. You may not share or transfer any account, except that you may

permit your minor child to use an account registered to you so long as you

accept full responsibility for the conduct of that child. You may not disclose

your password to anyone else.

6.5.Cancellation by You. You

have the right to cancel any account registered to you at any time. You may

cancel any account registered to you by following the instructions on the Site.

6.6. Effect of Account

Termination or Cancellation. If you voluntarily terminate an account or allow

that account to lapse, you may reactivate that account at any time through the

account interface on the Site. Accounts terminated by INK WW for any type of

abuse, including without limitation a violation of this T&C, may not be

reactivated for any reason.

7. Software License

7.1. License Grant. Subject to

the terms of this T&C, INK WW hereby grants a limited, non-exclusive,

personal, non-sublicensable, non-assignable license to:

(i) download, install and use

the Service and any application program interface or any other software code

that we may make available to you from time to time provided by INK WW

(collectively, the “Software”) to develop, reproduce and distribute promotional

capabilities that interoperate with the Site or any other web property owned by

INK WW;

(ii) any INK WW end-user

documentation, solely when bundled with Service; and

(iii) any upgrades, updates and

new versions of the Software and related Services, as further described below.

Such license shall include the right to use any INK WW intellectual property

rights associated with or related to use of the Software, other matters related

to the Service, and the INK WW end user documentation, solely in connection

with the use of the Service as described above. The Software may only be used

in connection with the Service and in accordance with this T&C and any

rules, restrictions or documentation set forth by INK WW from time to time.

7.2.Third Party Software and

Services. The Software may be incorporated into, and may incorporate,

technology, software and services owned and controlled by third parties. Use of

such third party software or services is subject to the terms and conditions of

the applicable third party license agreements (including, without limitation,

terms of use and terms of service posted on third party websites), and you

agree to look solely to the applicable third party and not to INK WW to enforce

any of your rights in relation thereto. As between you and INK WW, all

modifications or enhancements to the Software and Service remain the sole

property of INK WW. You understand that INK WW, in its sole discretion, may at

any time for any reason suspend or terminate any license hereunder and disable

any Software you may already have accessed or installed without prior notice. INK

WW reserves the right to add or remove features or functions to the Software at

any time in its sole discretion. You acknowledge and agree that INK WW has no

obligation to make available to you any subsequent versions of its software

applications.

7.3. Proprietary Rights. As

between you and INK WW, the Service, the Software, all data and information

generated thereby and all intellectual property rights in and to the Software

are and shall at all times remain the sole and exclusive property of INK WW and

are protected by applicable intellectual property laws and treaties. All data

and other information related to the Site or collected by way of the Service on

any website shall be the sole property of INK WW. You acknowledge that you do

not acquire any ownership rights in or to the Service or such data.

7.4 .End-User Licensing. You

agree that for each of your websites and/or software product(s) that use the

rights granted herein, such website’s terms and conditions will include terms

to ensure that the Service, the Software and any data and other information

generated thereby shall be at least as protected as:

(i) your own proprietary

software applications, and (ii) such materials are protected by these T&C.

Additionally, the privacy policy of the applicable website and/or software

product(s) should explain that the data and other information generated by the

Software and Services is routed to a third party who owns such data, but such

routing does not include any personally identifiable information.

8. Restrictions and Conditions

of Use

8.1. Use of Site and Service. As

a condition of use, you acknowledge and agree that you may not use the Service

for any purpose not reasonably intended by INK WW. You agree not to license,

create derivative works from, transfer, sell or re-sell any information,

content, software or services obtained from the Site. INK WW reserves the right

to add or remove information, Content or Services from the Site at any time at

its sole discretion.

8.2. No Violation of Laws. You

agree that you will not, in connection with your use of the Site, Software or

the Service, violate any applicable law or regulation. Without limiting the

foregoing, you agree that you will not make available through the Software,

Site and/or Service any material or information that infringes any copyright,

trademark, patent, trade secret, or other right of any party (including rights

of privacy or publicity).

8.3. Software License

Restrictions. Notwithstanding anything to the contrary, you may not:

(i) remove any proprietary

notices from the Service or any copy of the Software;

(ii) cause, permit or authorize

the modification, creation of derivative works, translation, reverse

engineering, decompiling, disassembling or hacking of the Software or the

Service;

(iii) sell, assign, rent, lease,

act as a service bureau, or grant rights in the Software or Service, including,

without limitation, through sublicense, to any other entity without the prior

written consent of INK WW; or

(iv) make any false, misleading

or deceptive statement or representation regarding INK WW and/or the Software

or Service.

8.4. Misuse of Site and/or

Service. You may not connect to or use the Site and/or Service in any way not

expressly permitted by this T&C. Without limiting the foregoing, you agree

that you will not:

(a) institute, assist, or become

involved in any type of attack, including without limitation denial of service

attacks, upon the Site and/or Service or otherwise attempt to disrupt the Site

and/or Service or any other person’s use of the Site and/or Service;

(b) attempt to gain unauthorized

access to the Site, Service, accounts registered to other users, or the

computer systems or networks connected to the Site and/or Service;

(c) use the Site and/or Service

for any illegal or unauthorized purpose;

(d) use the Site and/or Service

to post or transmit, or cause to be posted or transmitted, any communication or

solicitation designed or intended to obtain password, account, or private

information from any INK WW user;

(e) use the Service to submit

stories or comments linking to affiliate programs, multi-level marketing

schemes, sites/blogs repurposing existing stories (source hops), or off-topic

content; or

(f) use the Service with the

intention of artificially inflating, deflating or altering the Service,

including by way of creating separate user accounts for the purpose of

artificially altering INK WW ‘s services; artificially inflating clicks on

Promoted Content or participating in any other organized effort that in any way

artificially alters the results of the Service. Furthermore, you may not use

the Site or Service to develop, generate, transmit or store information,

including any Content that, or use the Service on any website, that:

(i) is defamatory, harmful,

abusive, obscene or hateful;

(ii) in any way obstructs or

otherwise interferes with the normal performance of another person’s use of the

Site and/or Service;

(iii) performs any unsolicited

commercial communication not permitted by applicable law;

(iv) constitutes harassment or a

violation of privacy or threatens other people or groups of people;

(v) is harmful to children in

any manner;

(vi) violates any applicable

law, regulation or ordinance;

(vii) makes any false,

misleading or deceptive statement or representation regarding INK WW and/or the

Software or Service;

(viii) constitutes phishing,

pharming or impersonates any other person, or steals or assumes any person’s

identity (whether a real identity or online nickname or alias);

(ix) displays adult, obscene,

pornographic, libelous, infringing, abusive or defamatory content;

(x) participates in, or

encourages participation in, illegal activities;

(xi) promotes hate or

discrimination; or

(xii) facilitates the sale of

firearms or illegal drugs. INK WW may remove any Content from the Site and

Service for any reason (including, but not limited to, upon receipt of claims

or allegations from third parties or authorities relating to such Content), at

any time.

8.5. No Commercial Uses. Except

as provided in this T&C, you agree that you will not use the Software, the

Site or the Service for any commercial purpose or the benefit of any third

party or charge any person, or receive any compensation for, the use of the

Software, the Site or Service.

8.6. No Data Mining or Harmful

Code. You agree that you will not

(a) obtain or attempt to obtain

any information from the Service, including without limitation email

information of other account holders or other Software data;

(b) intercept, examine or

otherwise observe any proprietary communications protocol used by the Software

or the Service, whether through the use of a network analyzer, packet sniffer

or other device; or

(c) use any type of bot, spider,

virus, clock, timer, counter, worm, software lock, drop dead device,

Trojan-horse routing, trap door, time bomb or any other codes, instructions or

third-party software that is designed to provide a means of surreptitious or

unauthorized access to, or distort, delete, damage or disassemble, the

Software, the Site or the Service.

9. Links

9.1. Links from the Site and

Services. The Site may contain, and Services may generate, links to websites

operated by other parties, including Promotional Content, Exchange Content and

other user generated Content. The use of these websites is at your own risk.

The linked websites are not under the control of INK WW, and INK WW is not

responsible for the content available on the other websites. Such links do not

imply INK WW’s endorsement of information or material on any other website and INK

WW disclaims all liability with regard to your access to and use of such linked

websites.

9.2. Links to the Site. Unless

otherwise set forth in a written agreement between you and INK WW, you must

adhere to INK WW’s linking policy as follows:

(i) the appearance, position and

other aspects of the link may not be such as to damage or dilute the goodwill

associated with INK WW’s and/or its licensors’ names and trademarks,

(ii) the appearance, position

and other attributes of the link may not create the false appearance that your

organization or entity is sponsored by, affiliated with, or associated with INK

WW,

(iii) when selected by a user,

the link must display the Site on full-screen and not within a “frame” on the

linking Site, and

(iv) INK WW reserves the right

to revoke its consent to the link at any time and in its sole discretion.

10. Representations and

Warranties

You represent and warrant to INK

WW that:

(a) you are the owner (or is

otherwise the authorized licensee) of the copyright or other intellectual

property rights in any Content provided to INK WW hereunder, and have the right

to deliver to, and to authorize INK WW to, display, perform, distribute and

exploit such Content in the manner contemplated by this T&C without

additional fee or payment whatsoever to any third party,

(b) you shall not impersonate

any person or entity or otherwise misrepresent its affiliation with a person or

entity; and

(c) none of your Content shall

violate the terms of Section 8.4.

11. Intellectual Property

11.1. Trademarks. INK WW hereby

grants you a personal, limited, non-exclusive, non-transferable, fully-paid

license to use the marks, graphics, logos, designs, page headers, button icons,

scripts, and service names comprise registered and unregistered trademarks,

service marks and trade dress of INK WW in the U.S. and/or other countries (the

“INK WW Marks”) in conjunction with your use of the Software or the Service on

any pages of your websites or affiliate websites that feature any aspect of the

Service. You may publish blog posts on your blog or affiliate blogs that

include the use of INK WW Marks at any time without additional authorization by

INK WW, provided that you make reasonable efforts to send the blog post to INK

WW prior to or concurrent with publishing thereof. Nothing in this Agreement

grants you ownership or any rights in or to use the INK WW Marks, except in

accordance with this license. Under no circumstances may you disparage or

otherwise abuse the INK WW Marks, nor violate any terms of these T&C. The

rights granted to you in this license will terminate upon any termination or

expiration of this T&C and you will no longer make any use of any INK WW

Marks.

11.2. Copyright. The Site,

Service and Software and the content made available through the Site, Service

and Software are protected by U.S. and international copyright laws. Except for

your use of the content in connection with the Service to which we have the

appropriate licensing rights or as authorized in this T&C, you may not use,

modify, reproduce or distribute any of the content, or the design or layout of

the Site, Service or Software, or individual sections of the content, design or

layout of the Site without INK WW’s express prior written permission.

11.3. Copyright Agent. INK WW

respects the intellectual property rights of others, and requires that the

people who use the Site and the Service do the same. INK WW maintains a policy

of termination in appropriate circumstances of users who use the Site and/or

Service for repeat infringements. If you believe that your work has been copied

in a way that constitutes copyright infringement, please forward the following

information to the Copyright Agent info@INK WW.me, designated as such pursuant

to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:

• Your address, telephone

number, and email address;

• A description of the

copyrighted work that you claim has been infringed;

• A description of where the

alleged infringing material is located;

• A statement by you that you

have a good faith belief that the disputed use is not authorized by you, the

copyright owner, its agent, or the law;

• An electronic or physical

signature of the person authorized to act on behalf of the owner of the

copyright interest; and

• A statement by you, made under

penalty of perjury, that the above information in your notice is accurate and

that you are the copyright owner or authorized to act on the copyright owner’s

behalf.

12. Submitted Content

INK WW does not claim ownership

of any Content you make available through the Service. At INK WW’s sole

discretion, such Content may be included in the Service in whole or in part or

in a modified form. With respect to such Content you submit or make available

for inclusion through the Service and your registered and unregistered

trademarks, service marks, trade dress, graphics or logos (“Licensed Marks”),

you grant INK WW a perpetual, irrevocable, non-terminable, worldwide,

royalty-free, fully paid-up and non-exclusive license to use, copy, distribute,

publicly perform, display, modify, create derivative works, and sublicense such

materials or any part of such materials in any of the following:

(i) on the Site or any INK WW

blog, newsletter or other communication or business development, sales or press

release materials,

(ii) as any part of the Service;

(iii) on any third-party website

in connection with the Service, including but not limited to, the display of

your Exchange Content on third-party websites, and

(iv) in any other reasonable

manner that you might expect INK WW to use such Content and Licensed Marks. You

hereby represent, warrant and covenant that any Content you provide does not

include anything to which you do not have the full right to grant the license

specified in this Section 12. If supplied by you, you shall supply Content to

us in such formats and as otherwise consistent with our current and prevailing

specification requirements. You agree that INK WW may use your name, Licensed

Marks and logo, or otherwise refer to you, in its marketing materials and web

sites as part of a list of its customers, and in any advertisement, news

release or other publication of INK WW for the purpose of publicizing these

T&C and/or INK WW ‘s relationship with you. INK WW reserves the right to

set your campaign live once the funds have been added to your account and

content has been approved by our team.

13. Reporting; Terms of Payment

13.1. Revenue Share. If you have

elected to display Promoted Content, INK WW will report the results of any

Revenue Share earned by you via an online reporting tool that may be accessed

by you to review pertinent Revenue Share. You will be paid any Revenue Share

based on INK WW’s reporting. INK WW shall make Revenue Share payments within 90

days of the end of the month, provided that INK WW shall not be obligated to

make any payment to you until you have earned an aggregate of US$ 500  of

unpaid Revenue Share.

13.2. Taxes. You shall pay all

sales, use, excise and other taxes which may be levied upon either party in

connection with these T&C, except for income taxes.

14. Children

The Site and the Service are not

directed toward children under 13 years of age nor does INK WW knowingly

collect information from children under 13 or allow them to create an account

or access account features. If you are under 13, please do not submit any

personally identifiable information to INK WW.

15. Disclaimer of Warranties.

You acknowledge that INK WW has

no control over, and no duty to take any action regarding: which users gain

access to the Service; what effects the Service may have on you, your website

or equipment; the accuracy or how you may interpret, rely, or use the Service

including without limitation any loss of reputation or loss of traffic on your

website or any website of any of your affiliates; or what actions you may take

as a result of having been exposed to the Service. You further acknowledge and

agree that INK WW shall not be responsible or liable, directly or indirectly,

for any damage or loss caused or alleged to be caused by or in connection with

use of, or reliance on, any Content, goods or services available on or through

any third party website linked or referred to by any portion of the Service.

You release INK WW from all liability with respect to the Service, and any

Content or data provided or accessed via the Service or through the Site. The

Site may contain, or direct you to websites containing, information that some

people may find offensive or inappropriate. INK WW makes no representations

concerning the Content contained in or accessed via the Service or the Site,

including without limitation Promoted Content or Exchange Content, and INK WW

will not be responsible or liable for the contents, accuracy, copyright

compliance, legality or decency of third party Content or services accessed via

the Service or the Site or for your reliance on any of the foregoing. INK WW

does not make any representation, warranty or guarantee of the quantity or

quality of traffic that you will receive under this Agreement. THE SITE,

SOFTWARE AND SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR

YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING

WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR

USAGE OF TRADE. INK WW MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR

RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE,

SOFTWARE OR THE SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INK

WW SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING

(I) THE NUMBER OF PERSONS WHO

WILL VIEW CONTENT, AND

(II) ANY BENEFIT YOU MIGHT

OBTAIN FROM DISPLAY OF CONTENT BY INK WW. YOU ARE RESPONSIBLE FOR VERIFYING ANY

INFORMATION BEFORE RELYING ON IT. USE OF THE SITE AND/OR THE SERVICE IS AT YOUR

SOLE RISK. INK WW DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE

SITE AND/OR SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SITE

OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE

CORRECTED; OR THAT THE SITE OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL

COMPONENTS. Because some countries or jurisdictions do not allow the disclaimer

of implied warranties, the foregoing disclaimer may not apply to you.

16. Limitation of Liability;

SOLE AND EXCLUSIVE REMEDY.

TO THE MAXIMUM EXTENT PERMITTED

BY LAW, INK WW , ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY,

THE “RELATED PARTIES”) DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT

(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS

ALL LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL,

CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH

ACCESS TO OR USE OF THE SITE, THE SOFTWARE AND/OR SERVICE, EVEN IF INK WW

AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF INK WW OR ANY

OF THE RELATED PARTIES EXCEED THE LESSER OF (X) THE TOTAL REVENUE SHARE WE PAID

TO YOU DURING THE SIX (6) MONTHS PRIOR TO THE TIME THE CAUSE OF ACTION GIVING

RISE TO LIABILITY AROSE, IF SUCH AMOUNT WAS GREATER THAN $0 OR (Y) $100.

Because some countries or jurisdictions do not allow the exclusion or the

limitation of liability for consequential or incidental damages, in such states

or jurisdictions, the liability of INK WW and its affiliates shall be limited

to the fullest extent permitted by law.

17. Indemnification

You agree to indemnify, defend

and hold INK WW and the Related Parties harmless from any and all claims,

demands, damages or other losses, including reasonable attorneys’ fees,

resulting from or arising out of your use of the Site, the Software and/or the

Service or any breach by you of this T&C or any other policies that INK WW

may issue for the Site, the Software and/or Service from time to time.

18. Binding Arbitration

18.1. Arbitration Procedures.

You and INK WW agree that, except as provided in Section 20.4 below, all

disputes, controversies and claims related to this T&C (each a “Claim“), shall be finally and

exclusively resolved by binding arbitration, which may be initiated by either

party by sending a written notice requesting arbitration to the other party.

Any election to arbitrate by one party shall be final and binding on the other.

The arbitration will be conducted under the Streamlined Arbitration Rules and

Procedures of JAMS that are in effect at the time the arbitration is initiated

(the “JAMS

Rules“)

and under the terms set forth in this T&C. In the event of a conflict

between the terms set forth in this Section 20 and the JAMS Rules, the terms in

this Section 20 will control and prevail. Except as otherwise set forth in

Section 20.4, you may seek any remedies available to you under federal, state

or local laws in an arbitration action. As part of the arbitration, both you

and we will have the opportunity for discovery of non-privileged information

that is relevant to the Claim. The arbitrator will provide a written statement

of the arbitrator’s decision regarding the Claim, the award given and the

arbitrator’s findings and conclusions on which the arbitrator’s decision is

based. The determination of whether a Claim is subject to arbitration shall be

governed by the Federal Arbitration Act and determined by a court rather than

an arbitrator. Except as otherwise provided in this T&C, (i) you and INK WW

may litigate in court to compel arbitration, stay proceedings pending

arbitration, or confirm, modify, vacate or enter judgment on the award entered

by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding

on all parties and enforceable in any court that has jurisdiction, provided

that any award may be challenged if the arbitrator fails to follow applicable

law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND INK

WW WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

18.2. Limitations. You and INK

WW agree that any arbitration shall be limited to the Claim between INK WW and

you individually. YOU AND INK WW AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY

FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS

ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE

BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY

GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

18.3. Exceptions to Arbitration.

You and INK WW agree that the following Claims are not subject to the above

provisions concerning negotiations and binding arbitration: (i) any Claim

seeking to enforce or protect, or concerning the validity of, any of your or INK

WW ‘s intellectual property rights; (ii) any Claim related to, or arising from,

allegations of theft, piracy, invasion of privacy or unauthorized use; and

(iii) any claim for equitable relief. In addition to the foregoing, either

party may assert an individual action in small claims court for Claims that are

within the scope of such court’s jurisdiction in lieu of arbitration.

19. Fraudulent Activity

INK WW shall not be liable to

Publisher or any third party for any payment for impressions, page views or

click-throughs resulting from activity used to artificially increase

impressions, page views or click-throughs (including but not limited to

incentivized, automated (e.g., bots and spiders) or otherwise deceptive or

artificial means) (“Fraudulent Activity”). Publisher shall take commercially

reasonable steps to prevent such Fraudulent Activity by blocking IP addresses

and/or Publisher’s user accounts associated with such Fraudulent Activity.

Publisher shall cooperate with INK WW in any investigation of possible

Fraudulent Activity, including access to Publisher’s access logs and other

customer and affiliate information, to the extent that such cooperation by the

Publisher is commercially reasonable and not in violation of any agreement

between the Publisher and a third party. If INK WW determines the Publisher has

knowingly engaged in Fraudulent Activity, then in addition to its other rights

and remedies INK WW may terminate this Agreement effective upon notice and

withhold payment up to the amount generated through Fraudulent Activity.

20. General

20.1. T&C Revisions. This

T&C may only be revised in a writing signed by INK WW, or published by INK

WW on the Site.

20.2. No Partnership. You agree

that no joint venture, partnership, employment, or agency relationship exists

between you and INK WW as a result of this T&C or your use of the Service

or the Software.

20.3. Assignment. INK WW may

assign this T&C, in whole or in part, to any person or entity at any time

with or without your consent. You may not assign the T&C without INK WW’s

prior written consent, and any unauthorized assignment by you shall be null and

void.

20.4. Severability. If any part

of this T&C is determined to be invalid or unenforceable, then that portion

shall be severed, and the remainder of the T&C shall be given full force

and effect.

20.5. Attorneys’ Fees. In the

event any litigation or arbitration is brought by either party in connection

with this T&C, the prevailing party shall be entitled to recover from the

other party all the reasonable costs, attorneys’ fees and other expenses

incurred by such prevailing party in the litigation.

20.6. No Waiver. Our failure to

enforce any provision of this T&C shall in no way be construed to be a

present or future waiver of such provision, nor in any way affect the right of

any party to enforce each and every such provision thereafter. The express

waiver by us of any provision, condition or requirement of this T&C shall

not constitute a waiver of any future obligation to comply with such provision,

condition or requirement.

20.7. Notices. All notices given

by you or required under this T&C shall be in writing and addressed to: INK

WW.

20.8 Equitable Remedies. You

hereby agree that INK WW would be irreparably damaged if the terms of this

T&C were not specifically enforced, and therefore you agree that we shall

be entitled, without bond, other security, or proof of damages, to appropriate

equitable remedies with respect to breaches of this T&C, in addition to

such other remedies as we may otherwise have available to us under applicable

laws.

20.9. Entire Agreement. This

T&C, including the documents expressly incorporated by reference,

constitutes the entire agreement between you and us with respect to the Site

and/or Service and supersedes all prior or contemporaneous communications, whether

electronic, oral or written, between you and us with respect to the Site, the

Software and/or Service.

20.10. The laws of the United

Arab Emirates shall govern this Agreement, and the Parties hereby submit to the

jurisdiction of the competent courts of Dubai, United Arab Emirates in any

matter arising out of or relating to this Agreement.

21. PUBLISHERS – DATA PROTECTION

ADDENDUM

21.1. Publisher use of INK WW’s

Service is governed also by INK WW’s  Privacy Policy and Cookies Policy.

By using the Site or our Service, publisher agrees to the terms set forth in

those two policies. 

21.2. This addendum is part of

the agreement (and terms and conditions) that is signed between INK WW and the

publisher.

21.3. Role of the parties: INK

WW and the publisher both acknowledge and agree that in regards to the

processing of Personal Data, both parties are acting “controllers”. INK WW and

the publisher share a “joint control” over the end user personal data processed

during the usage of INK WW’s content recommendation platform, installed on the

publisher website.

21.4. Rights of Data Subject:

a. Publisher working with INK WW

shall be responsible for operating in a transparent manner, keeping the end

user rights (Data Subject Rights) under the EU Data Protection Laws (GDPR).

b. INK WW uses cookies to

perform its services. The type of cookies and purpose are presented in details

in INK WW cookies policy. The privacy and cookies policies are available on INK

WW’s website and can be reached by the end user, through a click on INK WW’s

logo, located at the top (or bottom) of the widget.

c. In a case of a white label

agreement between INK WW and the publisher, where no INK WW logo nor any other

visible reference to INK WW will be available on the widgets, the publisher

shall be own the sole responsibility for disclosing the information to the end

user within its privacy policy and 3rd parties list (paragraph 6).

d. INK WW shall maintain Data

Subject Rights, providing (1) an Opt Out mechanism, (2) enabling the data

subjects to obtain their personal data or (3) erasing it upon their request.

e. Publisher shall be

responsible for obtaining the end user consent to receiving personalized

content through the use of cookies, by incorporating a consent management

platform into his services.

21.5. Personnel:

a. Both parties shall ensure

their personnel engaged in the processing of Personal Data are informed of the

nature of the Personal Data and that confidentiality obligations are

maintained.

b. Both parties shall ensure

that access to Personal Data is limited to those personnel performing services

in accordance to the agreement.

c. Both parties shall appoint a

Data Protection Officer (DPO). INK WW DPO may be reached at privacy@inkww.com

Publisher should present INK WW with its DPO contact information upon signing

this agreement.

d. List of 3rd parties:

publisher shall disclose its partnership with INK WW’s to its end users, as

part of a comprehensive list of 3rd parties and sub processors it is engaged

with. Publisher shall ensure that such list is available on the publisher

public website.

21.6. Security:

a. Both parties shall maintain

appropriate technical and organizational measures for protecting the security

of its physical and virtual assets.

b. Personal Data Breach. 

Definition: A breach of security leading to the accidental or unlawful

destruction, loss, alteration, unauthorized disclosure of, or access to,

personal data transmitted, stored or otherwise processed.  In case of a breach,

Publisher shall notify INK WW without undue delay upon becoming aware of a

Personal Data Breach affecting INK WW’s end user Personal Data,  providing

sufficient information to meet any obligations to report or inform Data

Subjects of the Personal Data Breach under the EU Data Protection Laws.


info@inkww.com





 

We pride ourselves on our collaborative operating model that brings clients into the process.

sales@inkww.com

+971 56 714 5487

Almas Tower, JLT, 22D

Dubai, United Arab Emirates


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