Policies & Terms of Use.

TERMS OF USE Agreement BETWEEN INKSOFT AND USER

Agreement Between User and InkSoft:

Use of the InkSoft website (the “Website”) and any service(s) provided by InkSoft therein (“Services”) is offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein and in the End User License Agreement found on the Website. Your use of the Website constitutes your agreement to all such terms, conditions and notices.

Account Terms:

You must be eighteen (18) years or older to use the Service(s).

You must provide all pertinent information required in order to complete the signup process. You are responsible for keeping your password secure. InkSoft cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.

You may not use the InkSoft Service(s) for any illegal or unauthorized purpose, nor may you violate any applicable laws or regulations in the use of the Service(s).

You are responsible for all activity and content, including but not limited to data, graphics, photos and links, that is uploaded under your InkSoft account.

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Account Terms as determined by InkSoft will result in an immediate termination of your services and InkSoft reserves the right to pursue against you all remedies available to InkSoft at law and in equity to recover any loss, damage, cost or expense incurred by InkSoft as a result of any such breach or violation by you.

General Conditions:

We reserve the right to modify or terminate the Service(s) for any reason, without notice at any time.

We reserve the right to refuse service to anyone for any reason at any time.

Your use of the Service(s) is at your sole risk. The Service(s) is/are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

InkSoft does not warrant that the Service(s) will be uninterrupted, timely, secure, or error-free.

InkSoft does not warrant that the results that may be obtained from the use of the Service(s) will be accurate or reliable.

You understand that your content (excluding credit card information) may be transferred, unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

InkSoft may, but shall have no obligation to, remove content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable, or violates any party’s intellectual property rights or these Terms of Use.

InkSoft does not warrant that the quality of any products, service, information, or other material purchased or obtained by you through the Service(s) will meet your expectations, or that any errors in the Service(s) will be corrected.

You expressly understand and agree that InkSoft shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service(s).

In no event shall InkSoft or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the Website, Services or this agreement (however arising, including negligence). You agree to indemnify and hold InkSoft and (as applicable) its subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against any claim or demand, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Technical support is only provided to paying account holders.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service(s), use of the Service(s), or access to the Service(s) without the express written permission of InkSoft.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any InkSoft customer, employee, member, or officer will result in immediate account termination.

InkSoft does not claim any intellectual property rights over the material you provide to the InkSoft Service(s). All material you upload remains yours. You can remove your InkSoft store at any time by deleting your account. This will also remove all content you have stored on the Service(s).

The failure of InkSoft to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use, in combination with the End User License Agreement found on the Website, constitute the entire agreement between you and InkSoft and govern your use of the Service(s), superseding any prior agreements between you and InkSoft (including, but not limited to, any prior versions of the Terms of Use).

InkSoft does not pre-screen content and it is in InkSoft’s sole discretion to refuse or remove any content that is available via the Service(s).

Questions about the Terms of Use should be sent to info@inksoft.com.

General Billing; Fees; Payment; Cancellation; Disputes; Refunds:

General Billing

Usage of InkSoft Website and Service(s) constitutes your acceptance of InkSoft’s billing policy. The following is InkSoft’s billing policy which all customers must comply with:

All customer accounts are set up on a prepaid basis. Payment must be received by InkSoft before any billable product or service is provided/activated. You are required to keep a valid credit/debit card or ACH on file to charge for any and all recurring monthly fees pertaining to the InkSoft Service(s).

Monthly hosting fee billing is based on availability of products and Service(s), not based on usage.

You are responsible for keeping all credit/debit card or ACH details and contact information current. This can be done online through the InkSoft backend accessible by logging into your account. To access the license and billing screen, you should login to your InkSoft account, click on “config,” then under the global settings tab click on “license” and then click “license & billing.”

All recurring monthly hosting fees are automatically invoiced and charged to the credit/debit card or ACH account on file. Invoices are generated and payments are collected on the first (1^st) day of each month. Upon successful billing, you will receive a payment receipt via email. Invoices and payment receipts are available for your review in the “license & billing” area which can be located as noted above. Clicking on the transaction number will reveal the payment receipt. You may click the “invoice” button at each transaction to view and print a copy of the invoice.

Please contact us for any other questions or concerns about our billing policy at billing@inksoft.com.

Payment; Delinquent Accounts

InkSoft accepts payments via credit/debit card or ACH. InkSoft currently accepts American Express, MasterCard, Discover and Visa credit/debit cards.

Credit/Debit Card and ACH Billing: All ACH and credit/debit cards are automatically charged on the first (1^st) day of each month. If your credit/debit card is declined, InkSoft will attempt to charge the card on file for thirty (30) days. Since not all activations are made on the first of the month, a pro-rate may be charged initially on a different day from the date of activation in order to set billing to the first day of each month.

Payment by any means other than credit/debit card or ACH, such as by check, is on a per-customer basis and must be agreed to in writing by InkSoft. If payment by check is accepted, all checks must be paid in U.S. dollars and issued from a U.S. bank. Payment by check shall be acceptable only for prepayment of six (6) or twelve (12) months of subscription services.

Delinquent Accounts: In the event your account is fourteen (14) days past due the carts in your stores will be disabled. All accounts thirty (30) days past due may be disabled until balances are paid in full. When your account is disabled, all access will be suspended and data will be unavailable to you.

Chargeback and Returned Check Fees

In the event you initiate a chargeback, InkSoft may assess a processing fee in the amount of $50.00 for each individual chargeback. Additionally, InkSoft may assess a processing fee in the amount of $50.00 on all returned checks.

Billing Disputes

As a current or prior customer of InkSoft, you hereby agree to provide InkSoft thirty (30) days to attempt settlement of any billing dispute before disputing with any third-party credit/debit card company or bank. InkSoft must be the first option in billing disputes. Should InkSoft receive a chargeback from a third-party credit/debit card company or bank on your behalf before InkSoft has been given a chance to resolve the issue, InkSoft has the right to collect on the rendered Service(s) and any fees associated with those disputes. Regardless of the outcome of the chargeback, InkSoft retains the right to collect on any rendered Service(s) or fees that are due. InkSoft will submit any disputed amounts to a collection agency. Once a chargeback has been received, InkSoft will immediately suspend the account until the matter is resolved.

Refunds

Non-refundable connection fee:

There is a non-refundable $379 fee for connecting to and provisioning resources on the InkSoft server system. If you elect to cancel your InkSoft license within thirty (30) days of purchase you will receive a refund equal to the amount you paid for such license less the non-refundable $379 connection fee. If you elect to cancel your InkSoft license thirty (30) or more days after purchase, you will receive no refund.

Non-refundable monthly fees:

If you elect to cancel your InkSoft license, all monthly fees paid by you prior to your election to cancel shall be non-refundable. Other than as set forth in this section, you shall not be eligible for and InkSoft will not issue any other refunds.

Cancellation and Termination:

You may cancel your account at any time by following the formal cancellation process set forth below.

Once your account is cancelled, suspended or terminated, your store and content will be turned off. In the event of your cancellation, you may reopen your account at any time with all your content intact.

If you cancel the Service(s) in the middle of a month, you will receive one final invoice via e-mail. Once that invoice has been paid you will not be charged again. InkSoft will not prorate any portion of any unused subscription Service(s). All subscription fees (monthly hosting fees) are nonrefundable.

Cancellations must be done formally through InkSoft’s cancellation request form accessible here. Email or phone requests to cancel or suspend do not constitute acceptance of any cancellation or suspension. Closing your account with InkSoft cannot be done by simply canceling the credit/debit card. InkSoft will continue to treat this as an open account and the billing cycle will continue.

Cancellation of an account does not dismiss outstanding invoices. At the time of cancellation, any outstanding balance must be settled. All cancelled accounts with an outstanding balance may be automatically turned over to a third-party collection service

InkSoft reserves the right to modify or terminate the InkSoft service for any reason, without notice at any time.

Fraud: Without limiting any other remedies, InkSoft may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

Links to Third Party Sites:

The Website may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of InkSoft and InkSoft is not responsible for the contents of any Linked Site, including without limitation any content or link contained in a Linked Site, or any changes or updates to a Linked Site. InkSoft is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by InkSoft of such site or any association with its operators.

Modifications to the Service(s) and Prices:

InkSoft reserves the right to change the terms, conditions and notices under which the Website and Service(s) is/are offered, including but not limited to the charges associated with the use of the Website and/or Service(s).

Privacy Policy:

InkSoft is committed to respecting the privacy rights of our customers and all visitors to our website. We have instituted the following policies and procedures to ensure that your privacy is respected. By visiting InkSoft you agree to the policies stated below.

What information InkSoft collects:

InkSoft collects e-mail addresses of people who send us e-mail, aggregate information on what pages consumers access or visit, user-specific information on what pages consumers access or visit, information volunteered by the consumer, such as name and address, telephone number, payment information (e.g., credit card number and billing address). We are not allowed to disclose such personal information without your written permission.

What InkSoft does with this information:

The information InkSoft collects is used for internal review and is then discarded, used to improve the content of our website, used to notify consumers about updates to our website or used by us to contact consumers for marketing purposes. From time to time, we may use customer information for new, unanticipated uses not previously disclosed in our privacy notice. If you supply us with your postal address on-line you will only receive the information for which you provided us your address. Customers may prevent their information from being used for purposes other than those for which it was originally collected by e-mailing us at the address listed below.

Sharing information with outside parties:

InkSoft does not share, rent or sell the information you provide us with any other organizations. With respect to Ad Servers, we do not partner with or have special relationships with any ad server companies.

How InkSoft safeguards your personal information:

The security of your personal information is important to us. When you enter sensitive information, such as credit card number, we encrypt that information using secure socket layer technology (SSL). We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. We attempt to protect against the loss, misuse or alteration of information that we have collected from you at our site. No method of transmission over the Internet or method of electronic storage is 100% secure, however. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.

Disclosure:

InkSoft may disclose personally identifiable information under special circumstances, such as to comply with court orders requiring us to do so or when your actions violate the Terms of Service.

Disclosure:

InkSoft may disclose personally identifiable information under special circumstances, such as to comply with court orders requiring us to do so or when your actions violate the Terms of Service.

Client Data Storage:

InkSoft owns the data storage, databases and all rights to the InkSoft application. However, we make no claim to the rights of your data. You retain all rights to your data and we will never contact your clients directly, or use your data for our own business advantage or to compete with you or market to your clients.

Changes to this Privacy Policy:

InkSoft reserves the right to modify this privacy statement at any time. If we make material changes to this policy, we will notify you here or by means of a notice on our homepage so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.

INKSOFT, INC.
END USER SOFTWARE LICENSE AGREEMENT, TERMS OF USE AND PRIVACY POLICY

NOTICE TO ALL INDIVIDUALS AND ENTITIES WHO WILL USE ANY OF THE “MATERIALS”
(DEFINED BELOW), INCLUDING, WITHOUT LIMITATION, THE PARENT(S) OR GUARDIAN(S) OF ANY USERS WHO ARE UNDER EIGHTEEN (18) YEARS OF AGE (INDIVIDUALLY AND COLLECTIVELY “USER,” “YOU,” OR “YOUR”): PLEASE CAREFULLY READ THE FOLLOWING END USER LICENSE AGREEMENT, TERMS OF USE AND PRIVACY POLICY (INDIVIDUALLY AND COLLECTIVELY, IN WHOLE AND IN PART “AGREEMENT”). THIS AGREEMENT IS YOUR BINDING AGREEMENT WITH INKSOFT, INC., A NEW MEXICO CORPORATION, AND ITS DESIGNEES (INDIVIDUALLY AND COLLECTIVELY “INKSOFT,” “WE,” “US,” OR “OUR”) RELATING TO ANY AND ALL USES YOU MAKE OF THE INKSOFT WEBSITE (www.inksoft.com) (THE “SITE”), THE INKSOFT SOFTWARE PROVIDED OR MADE ACCESSIBLE TO YOU ON THE SITE (THE “SOFTWARE”) AND ANY AND ALL OTHER MATERIALS PROVIDED WITH OR ACCOMPANYING IT (INDIVIDUALLY AND COLLECTIVELY, IN WHOLE AND IN PART, “THE MATERIALS”). THIS AGREEMENT IS AS LEGALLY BINDING AS IF IT WAS IN A WRITTEN FORM THAT YOU SIGNED. WITHOUT LIMITATION, THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITIES AND AN EXCLUSIVE REMEDY, WHICH FORM ESSENTIAL PORTIONS OF THIS AGREEMENT. CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THE AGREEMENT OR YOUR USE OF ANY OF THE MATERIALS, CONSTITUTES YOUR ACCEPTANCE OF THE ENTIRE AGREEMENT. IF YOU DO NOT AGREE TO ANY PORTION OF THIS AGREEMENT, YOU SHOULD CLICK ON THE “I DECLINE” BUTTON AT THE END OF THE AGREEMENT, UNINSTALL, DISCONTINUE USE AND EFFECTIVELY PURGE ANY OF THE SOFTWARE AND ITS COMPONENTS AND, IF APPLICABLE, PROMPTLY RETURN THE SOFTWARE AND ALL OF THE OTHER MATERIALS TO THE LOCATION WHERE YOU OBTAINED THEM. ANY VIOLATION OF THIS AGREEMENT MAY RESULT IN TERMINATION OF YOUR RIGHTS TO USE ANY OF THE MATERIALS.

InkSoft reserves the right to change the Agreement at any time in InkSoft’s sole discretion and you agree to remain bound by the Agreement as it may be amended. A current copy of the Agreement will be accessible on the Site. Each time you log into the Software or the Site, you agree to and continue to be bound by the then current version of the Agreement, as well as all other terms and conditions that may be posted on the Site.

1. LICENSE GRANT. Subject to your compliance with all terms and conditions of this Agreement, InkSoft grants to you, whether you are an individual or entity (each a “Person”) a limited, personal, non-transferable and non-exclusive right and license to use only the Software and/or Materials made available to you on the Site, for your personal use in the decorated wearing apparel customization market. The term of this Agreement will be from the date the Software and Materials are first made available to you and shall continue uninterrupted (subject to termination as set forth in this Agreement) for so long as InkSoft has any rights, titles and interests of any kind or nature now or later contemplated in and to the Software and any of the Materials, including, without limitation, the duration of copyright therein and thereto, including without limitation, any and all extensions and renewals thereof throughout the universe. You agree you will not copy or duplicate the Software or any of the Materials, in whole or in part. You shall not modify, distribute, transmit, display, publicly perform, reproduce, publish, frame, create derivative works from, reverse engineer, duplicate, rent, lease, broadcast, exhibit or otherwise use, in whole or in part, the Software and/or the Materials except as expressly provided herein. You may not assign any or all of your rights under this Agreement.

2. NON-REFUNDABLE CONNECTION FEE. There is a non-refundable $379 fee for connecting to and provisioning resources on the InkSoft server system. If you elect to cancel your InkSoft license within thirty (30) days of purchase you will receive a refund equal to the amount you paid for such license less the non-refundable $379 connection fee. If you elect to cancel your InkSoft license more than thirty (30) days after purchase, you will receive no refund.

3. NON-REFUNDABLE MONTHLY FEES. If you elect to cancel your InkSoft license, all monthly fees paid by you prior to your election to cancel shall be non-refundable.

4. SUSPENSION FOR NON-PAYMENT. In the event that your license or account is suspended for non-payment, and reactivation becomes necessary, a reactivation fee will be assessed in an amount equal to the lesser of (i) the total past due amount owed by you for services provided pursuant to the InkSoft license, and (ii) a $298 reactivation fee.

5. FBI WARNING. Federal law provides severe civil and criminal penalties for the unauthorized reproduction or distribution of copyrighted works of every kind and nature now or later contemplated, including without limitation, the Materials. Criminal copyright infringement, including without limitation, of the Materials and infringement without monetary gain, is investigated by the FBI and may constitute a felony with a maximum penalty of up to five years in prison and/or a $250,000.00 fine.

6. COPYRIGHT, INTELLECTUAL PROPERTY RIGHTS. You agree that no rights, titles and/or interests in or to the intellectual property in the Software and the Materials, including without limitation, copyrights, trademarks, patents or goodwill, is assigned or transferred to you by your use of the Software and Materials or otherwise and that the Software and Materials are and will remain the exclusive property of InkSoft and you will not acquire any rights, titles and/or interests in or to the Software or Materials except as expressly set forth herein. You agree that any copies of the Software or Materials will contain the same proprietary notices which appear on and in same. Written permission must be obtained from InkSoft prior to any prohibited reproduction, storage in a retrieval system, or transmission in any form or by any means. As between you and InkSoft, InkSoft is, from inception and shall irrevocably remain in perpetuity throughout the universe, the sole and exclusive owner and author of any and all rights, titles and interests in and to the Software and the Materials including, without limitation, any and all intellectual property, any and all changes, repairs, updates, alterations, revisions, derivatives, reproductions, modifications and additions thereof and thereto, all in whole and in part. You acknowledge and agree that all trademarks, service marks, trade names and trade dress (individually and collectively “Trademark(s)”) which may appear in or on the Materials are Trademarks of InkSoft or of other Persons. You may not use any Trademarks for any purposes not expressly provided for in this Agreement.

7. REVERSE ENGINEERING. You agree that you will not attempt to and will not knowingly allow any Person including, without limitation, your employees and contractors to actually or attempt to: reverse-engineer, translate, disassemble, circumvent, “frame,” “model,” “mirror,” or modify all or any portion of the Software and/or the Materials.

8. DISCLAIMER OF EXPRESSED AND IMPLIED WARRANTIES. EACH PERSON USING THE SOFTWARE AND/OR THE MATERIALS IS TAKING AND ACCEPTING THE SOFTWARE AND/OR THE MATERIALS ON “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, CLAIMS AND GUARANTEES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, USE, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, TITLE, NON-INFRINGEMENT, OF ERROR-FREE OR UNINTERRUPTED SERVICES, FAILURE TO STORE ANY OF YOUR COMMUNICATIONS OR PERSONALIZED SETTINGS, THE ACCURACY, COMPLETENESS, LEGALITY, SAFETY, OR USEFULNESS OF ANY INFORMATION OR DATA COMPRISING THE MATERIALS OR THAT THE MATERIALS WILL MEET ALL OR PART OF YOUR NEEDS OR EXPECTATIONS. MOREOVER, WE DO NOT WARRANT, GUARANTY, OR MAKE ANY REPRESENTATIONS, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU, INCLUDING, WITHOUT LIMITATION, REGARDING (I) SYSTEM PERFORMANCE AND EFFECTS ON OR DAMAGES TO ANY OTHER SOFTWARE AND HARDWARE IN CONNECTION WITH ANY USE OF THE SOFTWARE OR THE MATERIALS, (II) ANY COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, REVERSE ENGINEER, DISABLE, DISRUPT, OR IMPEDE IN ANY MANNER THE OPERATION OF THE SOFTWARE OR THE MATERIALS.

9. THIRD PARTY LINKS. The Site may contain links to third party websites (“Third Party Websites”). You agree that InkSoft is not responsible for Third Party Websites, cannot control Third Party Websites and is not responsible for any content available on or through Third Party Websites, the Third Party Websites themselves, or the privacy policies, terms of use, practices or agreements on or of Third Party Websites. When linking to Third Party Websites, you should read the privacy policy, terms of use and agreements on such Third Party Websites, as you may be subject to and bound by them. This Agreement only governs the Materials and any other matters provided for in this Agreement.

10. CUSTOMER REMEDIES. The entire liability of InkSoft and your sole and exclusive remedy shall be, at the option of InkSoft, either to (a) correct any error or defect in the Materials, (b) help you work around or avoid the error or defect, or (c) authorize a refund, so long as the Software and all other Materials are returned to InkSoft with a copy of your receipt.

11. SEVERABILITY. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

12. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INKSOFT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING OUT OF THE USE OF THE SOFTWARE AND/OR THE MATERIALS, EVEN IF INKSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF INKSOFT FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EXCEED THE PURCHASE PRICE PAID BY YOU OR ON YOUR BEHALF FOR USE OF THE SOFTWARE AND/OR THE MATERIALS. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED FOR ITS ESSENTIAL PURPOSE.

13. PRIVACY POLICY. InkSoft respects your privacy. We will protect and use any personal information provided by you as set forth in our Privacy Policy.

14. GOVERNING LAW. This Agreement will be governed by the laws of the State of New Mexico as they are applied to agreements between New Mexico residents entered into and to be performed entirely within New Mexico, regardless of New Mexico’s or any other states’ conflict of law rules. Any action, suit, proceeding or claim of any kind (“Claim”) arising out of, connected with, or related to this Agreement shall be brought for exclusive adjudication either (i) in the Federal or State Courts located in Albuquerque, New Mexico, or (ii) for binding arbitration before a sole arbitrator by JAMS or another alternative dispute resolution entity of InkSoft’s sole election (“Entity”) located in Albuquerque, New Mexico, subject to the rules promulgated by such Entity relating thereto as of the date of such Claim’s submission to such Entity. In the event arbitration is selected, each party shall choose an arbitrator from such Entity’s list within thirty (30) days after submission of such Claim to such Entity. Should either party fail to choose an arbitrator within such thirty (30) days, then the other party shall have the sole right to choose the sole arbitrator. In the event the parties are unable to agree to the use of a specific arbitrator within thirty (30) additional days, the two arbitrators chosen by the parties shall mutually agree upon the sole arbitrator as soon thereafter as practicable. Judgment upon any award rendered by the arbitrator may be entered in any New Mexico court having jurisdiction thereof. This arbitration provision shall remain in full force and effect notwithstanding the nature of any Claim or defense hereto. Each party waives any Claim that such courts or an Entity in Albuquerque, New Mexico does not have jurisdiction or are an inconvenient forum. In the event of any Claim hereunder, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party. In each instance, the court or arbitrator, as applicable, shall determine who is the prevailing party, whether or not such dispute or controversy proceeds to final adjudication. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

15. INDEMNIFICATION. You agree to fully and effectively indemnify, defend and hold harmless, to the fullest extent allowed by law, InkSoft and each of its former, present and future officers, directors, shareholders, agents, designees, employees, assignees, successors, independent contractors, assigns, administrators, principals, parents, subsidiaries, affiliates, divisions, partners, co-venturers, members and attorneys (“Affiliate(s)”), at your sole cost and expense, from and against any and all claims, liabilities, losses, demands, actions, causes of action, notices, proceedings, disputes, costs, expenses, liens, encumbrances, disagreements and notices, including without limitation, reasonable attorneys’ fees, and experts’ fees and all costs in any manner related thereto (“Claim(s)”), occasioned by or arising out of any actual, alleged or anticipated breach (each a “Breach”) by you of this Agreement, or any Claim inconsistent with any agreement, covenant, representation, warranty or promise made or assumed by you hereunder or otherwise with respect to the rights and/or privileges granted to you by InkSoft herein, residing in InkSoft and/or the exercise thereof. InkSoft agrees to give you written notice of any such Claim to which the foregoing indemnity relates and you shall immediately undertake at your own cost and expense the defense thereof, and shall supply InkSoft with competent and experienced counsel acceptable to InkSoft in InkSoft’s sole discretion, to defend any such Claim. You may participate in the defense of same at your expense, through counsel of your sole choice; provided, that the final control and disposition of same (by settlement, compromise or otherwise) shall remain with InkSoft. If InkSoft shall settle or compromise any such Claim, the cost (including all attorney’s fees and costs related thereto) shall be your sole responsibility, if said settlement or compromise was made with your prior approval, not to be unreasonably withheld, delayed or conditioned.

16. ENTIRE AGREEMENT; MISCELLANEOUS. This is the entire agreement between you and InkSoft and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. No waiver, modification or amendment of any of these terms and conditions shall be effective against InkSoft unless in writing and signed by an authorized representative of InkSoft. We do not waive any power or right under this Agreement or otherwise even if we don’t always insist on strict compliance with any of its terms and conditions, or if we delay or fail to exercise any power or right given to us in this Agreement or otherwise. All rights and remedies given to InkSoft in this Agreement are cumulative and not exclusive of any other rights or remedies which InkSoft otherwise has at law, in equity or otherwise. These terms and conditions shall be binding upon you and your executors, heirs, successors and assigns.

I HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. I AFFIRM THAT I AM EITHER MORE THAN 18 YEARS OF AGE OR AN EMANCIPATED MINOR OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT AND AM FULLY ABLE AND COMPETENT TO UNDERSTAND, ABIDE BY AND COMPLY WITH THIS AGREEMENT.