Legal Definition

Last Updated: April 1, 2022

(Older Versions Here)

  1. “Affiliate” - means any corporation, partnership, joint venture, joint stock company, limited liability company, trust, estate, association, or other entity the existence of which is recognized by any governmental authority, (collectively an “Entity”) that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with Customer or any Entity in which Customer has any direct or indirect ownership interest, whether controlling or not, of at least 50%, at any time during the Subscription Term or Service Term.

  2. “API” - the program interface to Inkblot’s online services.

  3. “Change Order” - means a written agreement containing a description of the required modifications and their effect on the scope, fees and timelines specified in a Statement of Work.

  4. “Client” - Any person or entity receiving services by Customer.

  5. “Confidential Information” - all trade secrets of either party, and information that is furnished in any form or manner to a party by the other party (i) where such information is clearly, boldly, and plainly marked (on each page or page equivalent) as the disclosing party’s “Confidential Information” or (ii) where such information is disclosed in a form not capable of bearing such marking, the party disclosing such information informs the other party in writing of the information’s confidential nature prior to, or no later than at, the time of its disclosure.

  6. “Customer” - Any person or entity receiving Free Services or Paid Services by Inkblot

  7. “Customer Data” - Data furnished to Inkblot by Customer and not otherwise known by, or available to, Inkblot in whole or in part. This Data includes, but is not limited to, (i) emailed data files or (ii) data collected by or on behalf of Customer.

  8. “Customer Inputs” - Any data or information submitted to a Product by a Customer.

  9. “Customer Materials” - data or information in which no third party has any license or right and that (i) is not otherwise known by, or available to, Inkblot in whole or in part, (ii) is furnished to Inkblot by, or on behalf of, Customer, (iii) was purchased or licensed by Customer from a third party or was created by or for Customer without the use or contribution of any of Inkblot’s or any Inkblot affiliate’s licenses, equipment, tools, IP, property, know-how, Confidential Information, employees, consultants or contractors, and (iv) that is intended for use by Inkblot in the performance of Services. As examples, account logins and content of a background document satisfying the foregoing definition are Customer Materials. Customer Materials does not include Customer Data.

  10. “Customer Recipient” - Each person having received Inkblot Confidential Information (i) directly or indirectly from Customer, or (ii) from Inkblot because of such person's direct or indirect relationship to Customer.

  11. “Dashboard” - means software script or compilable code developed by Inkblot for the purpose of taking information, analyzing it, and visualizing it on a dashboard, hosted online, for the Customer to use.

  12. “Data” - means any and all electronic information.

  13. “De-Identified Data” - means meta data generated by the operation of the Products, aggregated data, and other data that does not identify an individual or business.

  14. “Deliverable” - a Services Creation of Inkblot intended to be conveyed to Customer pursuant to the terms of a Statement of Work and of this agreement.

  15. “Document” - the word “document” is to be interpreted in its broadest sense as any readily perceivable form of evidence, information, or other type of content that serves as a record, whether tangible (e.g. a sheet of paper) or intangible (e.g. computer files) however and wherever stored or presented. Examples include, without limitation, email, written reports, spreadsheets, photographs, videos, audio recordings, data records, drawings, social media posts, and Internet web pages.

  16. “Free Service” - means any Service(s) that are provided free for a limited period of time.

  17. “Free Subscription” - means any Subscription(s) that are provided free for a limited period of time.

  18. “Inkblot Indemnitees” - Inkblot and its officers, directors, employees, members, shareholders and agents are referred to as the “Inkblot Indemnitees.”

  19. “Inkblot Property” - means and includes any tools, methods, inventions, know-how, improvements, data, reports, protocols, technical information, plans, worksheets, documents, materials, and other actual or prospective intellectual property created during, or used by Inkblot in, the performance of the Services, whether or not related to Customer Materials, Service Creations, or Deliverables.

  20. “Inkblot Releasee” - means any of Inkblot's officers, stakeholders, employees and contractors.

  21. “Intellectual Property” - The term "intellectual property” (capitalized or not) or “IP” means any product of the human intellect that the law protects (or may protect) from unauthorized use by others all intellectual property rights, including all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, business names and logos, software, web pages, databases, computer data, algorithms, user interfaces (including all designs of each of the foregoing elements), generic rights, proprietary information rights, Documentation, and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world related to the Products, Services, and any content and data used in, used with, contained in, or a part of the Products and Services. The Products and Services may contain trade secret and proprietary information owned by Inkblot and is protected by United States copyright laws and international trade provisions.

  22. “Order Form” - means the ordering documents for Purchased Subscription hereunder, including addenda thereto, that are entered into between Customer and Inkblot from time to time. Order Forms shall be deemed incorporated herein by reference. Customer agrees that Order Forms may be entered into using solely or partially electronic signature and electronic contracting process and such electronic signatures or acceptances shall be valid as signed writings.

  23. “Plan” - means a payment plan that discloses the fees and any additional terms associated with Customer’s Purchased Subscription or Purchased Services.

  24. “Platform”[Plural form: “Platforms”] - means web applications created and owned by Inkblot that can be used by Customer with a Subscription

  25. “Product” [Plural form: “Products”] - Dashboards, APIs, Tools, and Platforms that can be used by Customer with a Subscription, including, but not limited by, the following list:

    1. Inkblot’s Dashboards include but are not limited by:

      1. Customer Dashboards

        1. The customer lifetime value page

        2. The typing tool dashboard

      2. Advertising Dashboards

        1. The marketing mix dashboard page

        2. The paid social performance reporting dashboard

        3. The paid search performance reporting dashboard

      3. Product Dashboards

        1. The products distribution dashboard

        2. The product review dashboard

        3. The product recommender dashboard

        4. The product simulator dashboard

      4. Brand Dashboards

        1. The perceptual map dashboard

        2. The brand equity tracking dashboard

      5. Social Media Dashboards

        1. The social listening dashboard

        2. The social network dashboard

      6. Spatial Analysis Dashboards

        1. The high-value area dashboard

      7. Custom Dashboards

        1. The custom-made dashboard

    2. Inkblot’s API include but are not limited by:

      1. The Psychologize API

    3. Inkblot’s Platforms include but are not limited by:

      1. Hidden Impressions

      2. Perceivable Thresholds

      3. Optimal Illusions

      4. Brand Blots

      5. A custom-made or white-labeled platform

  26. “Product Content” - Any kind of report, research, data, document, spreadsheet, database, or any collective work or compilation incorporating any of the foregoing, or anything else produced in whole or in part by Inkblot via the Product.

  27. “Product Results” - Any data and results derived from a Product, including any data and results derived from Product Inputs submitted to a Product.

  28. “Project” - means the work described in a Statement of Work.

  29. “Property” - The term “property” means anything that may be owned or possessed.

  30. “Purchased Service” - means Services that Customer purchases under a Statement of Work, as distinguished from Free Services.

  31. “Purchased Subscription” - means Subscriptions that Customer purchases under an Order Form, as distinguished from Free Subscriptions.

  32. “Recipient” - means a party in possession of the other party’s Confidential Information.

  33. “Service” [Plural form: “Services”] - means any work performed by a person or entity, as set forth in a Statement of Work, including the use of any Products or tools needed to perform the work.

  34. “Services Beneficiary” [Plural form: “Services Beneficiaries”] - Customer, Customer’s designee, or such other individual or entity identified on the applicable SOW as the person for whom a Deliverable is created.

  35. “Services Creation” - a tool, object, method, process, property, (including without limitation, intellectual property), report, research, survey, data, advertising copy, display, map, document, spreadsheet, list, image, database, letter, contract, software program, code, or any collective work or compilation incorporating any of the foregoing, or anything else produced in whole or in part by Inkblot in or during the performance of Services.

  36. “Service Fees” - means the amount that will be charged by Inkblot and paid by Customer expressed in United States Dollars.

  37. “Service Term” - means the period of time specified in a Statement of Work that Customer is engaging Inkblot to perform Services.

  38. “Statement of Work” - means the ordering documents for Purchased Services hereunder, including addenda thereto, that are entered into between Customer and Inkblot from time to time. Statements of Work shall be deemed incorporated herein by reference. Customer agrees that Statements of Work may be entered into using solely or partially electronic signature and electronic contracting process and such electronic signatures or acceptances shall be valid as signed writings.

  39. “Subscription” - means access to the functionality, data, information, reports, processing capabilities and other features provided on, or that are made available from or otherwise in respect to the website located at the Inkblot Product’s website or any subdomain created for Customer including but not limited to online and mobile applications provided thereon or that access such site or data, as well as any other communications services Inkblot provides or enable (i.e. electronic mail, text, iMessage, Skype, Twitter, fax etc).

  40. “Subscription Term” - means the period of time specified in an Order Form that Customer is authorized to use the Product(s).

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