Legal

This License Agreement (“Agreement”) governs your use of and access to Inkbench, Inc.’s software and services available at Inkbench.com and through a mobile application Inkbench may offer in the future.

Inkbench and Customer, in consideration of the following agreements and covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

  1. License. Inkbench is providing to Customer use of and access to the Inkbench web application and related software, services, program modules, documentation, feature set(s) or feature(s), an application to access, archive, manage, view, edit and otherwise use images, text and digital files for use on social media platforms (the “Software”).Unless otherwise specified herein, and subject to the terms and conditions of this Agreement, Inkbench grants to Customer a nonexclusive and nontransferable license to use the Software in the United States using the login and access information provided by Inkbench for internal business purposes only. Inkbench may, in its sole discretion, host the Software on a cloud server or on its own servers. Inkbench shall inform the Customer of any downtime of the Software due to installation, modifications, updates, and upgrades or for any other reason, by giving the Customer at least five (5) days written notice or alerting the Customer to such interruption through a notification displayed in the Software to the extent such interruption is in Inkbench’s control.While Inkbench will make reasonable efforts to keep Customer informed of any interruption, Customer shall have no right or expectation of a notification of an interruption during its use of the Software.Customer agrees to the pay Inkbench for the use of and access to the Software pursuant to the terms set forth in the Work Order provided separately.
  2. General Limitations. Except as otherwise expressly provided under this Agreement, Customer shall have no right and Customer specifically agrees not to:
    1. Transfer, assign or sublicense its license rights to any other person and any such attempted transfer, assignment or sublicense shall be void; or
    2. Make login or access data provided to Customer available to any third parties or parties not designated users of the Software unless you have been granted administrative rights by Inkbench, which Inkbench may revoke at any time during the term of this Agreement in its sole discretion; or
    3. Use the Software for purposes other than the purposes provided for in this Agreement; or
    4. Rent, lease, lend, sell, copy, distribute, publish, transfer or otherwise make available the Software or any features of functionality of the Software to any third party for any reason, unless specifically provided for in this Agreement unless you have been granted administrative rights by Inkbench, which Inkbench may revoke at any time during the term of this Agreement in its sole discretion; or
    5. Modify, translate, adapt or otherwise create derivative works of, the Software, or incorporate it or any part thereof into any other programs, or to permit third parties to do the same; or
    6. Decompile, decrypt, decode, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software; or
    7. Use the Software in violation of any federal, state or local law, regulation or rule.
  3. Proprietary Rights and Notices. Except for the limited license granted to Customer herein, nothing in this Agreement shall be construed to restrict, transfer, convey, encumber, alter, impair or otherwise adversely affect Inkbench’s ownership or proprietary rights therein or any other of Inkbench’s information, processes, methodologies, products, goods, services, or materials, tangible or intangible, in any form and in any medium. Customer agrees to maintain and reproduce all copyright, trademark and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright, trademark and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of Inkbench.
  4. Databases; Compliance with Copyright Laws. Inkbench complies with U.S. and international copyright laws and in consideration of the licenses granted herein, Customer agrees to do the same. Customer acknowledges that unauthorized copying or distribution of music, videos, images, or any other content accessed using the Software or uploaded to the Software (“Content”) is prohibited by such copyright laws, and Customer agrees that it will not, directly or indirectly, copy or distribute any Content without the express written authorization of the copyright holder.Use of the Software allows Customer to upload or otherwise access and use Content, including third party Content like commercial image databases. Customer’s full compliance with applicable copyright laws, and Customer’s respect of third-party rights in any Content Customers accesses through or uploads to the Software is a condition of Customer’s continued access to and use of the Software. Customer acknowledges and agrees that Customer is solely and directly responsible for any Content uploaded to the Software by Customer or accessed by Customer through the Software, and Customer agrees to only upload or access such Content Customer has all necessary rights, title and interest to.Customer agrees to indemnify and hold harmless Inkbench from and against any and all claims, suits, losses, damages, liabilities, costs and expenses including legal fees incurred by Inkbench arising out of or related to Customer’s failure to comply with the terms of this Section.
  5. Third Party Content and Technologies Support. From time to time, Inkbench may provide access to third party content providers via the Software. In addition, Inkbench may support certain third-party technologies, such as specific file formats, programs, or codecs. Inkbench reserves the right to discontinue access to and/or support for such third-party content or technologies at any time, and for any reason. Inkbench makes no representations or warranties whatsoever regarding the selection of, or continuing support for, any such third-party content or technologies. Fabric.js, an open source third party program licensed under the terms of the MIT License, is used as part of the Software. The MIT License is available at https://github.com/kangax/fabric.js#mit-license.
  6. Cookies. Inkbench may use “Cookies” to improve the performance of the Software and enhance your user experience. You can choose to accept or decline cookies. Most web browsers automatically accept Cookies, but you can usually modify your browser setting to decline Cookies if you prefer.
  7. License to Customer Materials, Customer Data. During Customer’s use of the Software, Customer consents to Inkbench’s use and evaluation of any user data for purposes of continued improvement and development of the Software. Customer explicitly and irrevocably grants Inkbench a fully paid-up, perpetual, royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify and create derivative works of any Customer comment, feedback, response or user data generated through Customer’s use of the Software or relating thereto, to develop the Software and otherwise as necessary to improve the Software for the benefit of Customer and for Inkbench’s general development and commercialization of the Software.Unless necessary to provide to Customer use of and access to the Software, Inkbench has no right, license or claim to any materials Customer uploads to the Software, uses through the Software, including any images, videos and digital files, or created with the Software. Inkbench is not responsible for the integrity of or continued access to any data or digital files Customer uploads to or access through the Software. Unless otherwise stated in writing, Customer is solely responsible for any backups and safekeeping of all data or digital files, whether uploaded to the Software, accessed through the Software or created with the Software.
  8. Registration. To use the Software, Customer must have a unique user name and password. Customer shall ensure that their user name and password are not accessible by third parties. Customer is liable for all transactions and other activities carried out under their user name and password. At the end of each online session, Customer shall log-off from the Web Application. If and to the extent Customer becomes aware that third parties are misusing its user name and password, Customer shall notify Inkbench immediately via writing or email.
  9. Protection of Information.Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Inkbench. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Inkbench. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Except for the limited license granted herein, Inkbench hereby retains all right, title and interest in and to all worldwide intellectual property rights embodied in the Software. All other rights are reserved by Inkbench. Customer acknowledges and agrees that the technology embedded in and used to create the Software constitute the valuable trade secrets and know-how of Inkbench, and to the extent you discover any such trade secrets, Customer will not use them in violation of this Agreement or disclose them to any third party.
  10. Term and Termination. Inkbench reserves the right, at any time and from time to time, to update, revise, supplement, terminate, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Software. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Software shall require your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
  11. Disclaimer of Warranties. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR SATISFACTORY QUALITY, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. THE SOFTWARE IS PROVIDED “AS IS”. INKBENCH DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL BE PROVIDED ERROR FREE, SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
  12. Disclaimer of Liabilities. IN NO EVENT WILL INKBENCH BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR DAMAGES FROM BUSINESS INTERRUPTION, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF INKBENCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Inkbench’s liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer for its use of the Software. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
  13. Indemnification. Customer agrees to indemnify, defend, and hold Inkbench, its affiliates, and respective successors and assigns, officers, directors, employees, agents, attorneys, licensors, representatives, advertisers, service providers, and suppliers harmless against any and all claims, demands, actions, losses, damages, costs and expenses (including reasonable attorneys’ fees), arising out of or relating to Customer’s (a) breach or violation of this Agreement, (b) infringement, misappropriation or any violation of the rights of any other party, (c) violation or non-compliance with any applicable law, rule or regulation, and (d) use, alteration or export of the Software (or any component thereof) in violation of this Agreement. Inkbench and its affiliates reserve the right to assume the exclusive defense and control of any claims or actions subject to indemnification by Customer and all negotiations for its settlement or compromise, and Customer agrees to fully cooperate with Inkbench and its affiliates upon request by Inkbench.
  14. Use of Customer’s Name and Trademarks. Customer consents to Inkbench’s use of its trademarks, names and other identifying properties merely for purposes of identifying Customer as a user of the Software in Inkbench’s advertising and marketing materials, including on its website.
  15. Severability. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision.
  16. Governing Law and Interpretation. To the extent not prohibited by law, Customer agrees that this Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of New Jersey applicable to contracts wholly made and to be performed within the State of New Jersey, and to irrevocably submit to the sole and exclusive jurisdiction of the state courts of New Jersey located in Essex County or the Federal courts of the District of New Jersey, Newark Vicinage, and to irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that New Jersey is an inconvenient forum.
  17. Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
  18. Non-Waiver. Inkbench’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
  19. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Inkbench regarding the use of the Software and supersedes any prior or contemporaneous understandings and agreements between Customer and Inkbench related to its subject matter.


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