Unless specifically permitted by you, you will own, as between you and us, all of the content, information, materials and data, including all IP Rights, that is submitted by you or any User to the Service in the course of accessing or using the Services (“Your Data”). Your Data does not include Processed Data. You represent and warrant to us that you are the rightful owner or rightsholder of Your Data and have all necessary rights and consents in and relating to Your Data so that, as received by us, they do not and will not infringe, misappropriate, or otherwise violate any IP Right or other right of any person. We have no obligation to check or confirm the accuracy or completeness of any content, information, materials or data, including Your Data. You irrevocably grant us all rights and permissions in or relating to Your Data, including all related IP Rights, and any suggestions, ideas, enhancement requests, or other feedback provided by you or any User relating to the Services, as may be necessary or useful for us to provide or make available the Services, fulfill our obligations, and protect our rights, and develop, market, improve and enhance our business. In furtherance of the foregoing, you agree that we may use and publish your name and logo to identify the customer relationship between you and us.
(a) Notices. All notices and other communications pursuant to the Master Terms, or any Additional Terms, must be in writing
and addressed to the parties at the addresses set forth herein (or to such other address that may be designated by the
party giving Notice from time to time in accordance with this Section). If a notice is sent by email, the notice must be
provided as .pdf attachment to the email and sent to the relevant email address noted herein. A message published on the
Platform also qualifies as written notice. All other notices must be delivered by personal delivery, nationally recognized
overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage
pre-paid). Notices will be effective (i) if sent by email, on the business day after the date the email was sent, (ii) if published
on the Platform, on the business day after publication, (iii) if delivered through any other medium, upon receipt.
(b) Construction. No amendment or modification of the Master Terms, or any Additional Terms, will be effective unless it is in
writing and signed by an authorized representative of each party. The MSA, inclusive of these Master Terms and any
Additional Terms, contains the entire agreement between the parties related to the subject matter. The section headings
used are for convenience only. The introductory paragraph to these Mater Terms is contractual in nature and not a mere
recital. As used herein, the word “or” is not exclusive. The relationship between the parties is that of independent
contractors and nothing in the MSA creates any agency, partnership, joint venture or other joint or employment
relationship between the parties.
(c) Waiver; Severability. No failure by Blink to exercise, or delay in exercising, any rights or provisions under the MSA will
operate as a waiver by Blink of that right or provision, and no single or partial exercise of any right or provision will
preclude any other exercise of that right or provision or the exercise of any other right or provision. If any provision or part
of the MSA is held invalid, illegal or unenforceable, such invalidity, illegality, or unenforceability will not affect any other
provision or part of the MSA.
(d) Assignment. We may subcontract any or all of our obligations under the MSA and may assign or otherwise delegate any or
all of our rights or duties under the MSA without your consent, but we will remain responsible for all subcontracted
obligations, assigned rights and delegated duties. You may not assign or transfer, by operation of law or otherwise, any
right or obligation under the MSA without our prior written consent. Any transfer or assignment in violation of this Section
is null and void. The MSA is binding upon and inures to the benefit of the parties and their permitted successors and
assigns. The MSA is for the sole benefit of the parties and their permitted successors and assigns.
(e) Third Party Beneficiaries. Except as expressly provided by these Master Terms or any Additional Terms, there are no third-
party beneficiaries to the Services or any agreement between you and us. Nothing in the MSA, express or implied, confers
upon any other person any legal or equitable right, benefit or remedy of any nature under or by reason of the MSA.
(f) Force Majeure. We will not be liable to you or in breach of the MSA for any failure or delay if such failure or delay is caused
by circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake,
explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial
disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(g) Disputes. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other through the notice
procedures outlined in these Master Terms. If a dispute is not resolved within thirty days of notice, either party may bring a
formal proceeding as outlined in these Master Terms
(h) Arbitration. You agree that any dispute or claim relating in any way to these Master Terms or the Services or to any
products or services sold or distributed by us or through the Platform will be resolved by binding arbitration, rather than in
court, except that you may assert claims in small claims court that is a state or federal court in city of Cleveland, Cuyahoga
County, Ohio if your claims qualify to seek injunctive or other equitable relief to enjoin infringement or other misuse of IP
Rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an
arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory
relief or statutory damages), and must follow the terms of the agreement as a court would. Before you may begin an
arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at 1925 St. Clair Ave
NE, Cleveland, Ohio, Attn: Legal Department. The arbitration will be conducted by the American Arbitration Association
(AAA) under its commercial rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s
rules. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under
$50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. You
and us both agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class,
consolidated or representative action. The arbitral tribunal has no power to consider the enforceability of this class
arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If a claim proceeds in court rather than in arbitration both parties agree to waive any right to a jury trial. If any provision of
this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining
arbitration terms will be enforced.
(i) Governing Law; Jurisdiction. The MSA and the Services are governed by and shall be construed in accordance with the laws
of the State of Ohio without regard to any choice or conflict of law provision or rule that would require or permit the
application of the laws of any jurisdiction other than those of the State of Ohio, and such laws of the state of Ohio will
govern any dispute of any sort that might arise between you and Blink. The application of the United Nations Convention
on Contracts for the International Sale of Goods is expressly excluded.
(j) Further Assurances. You and us each agree, upon the reasonable request of the other, to execute and deliver all such
documents and instruments, and take all such further actions, as may be necessary to give full effect to the MSA.
(k) Equitable Relief. You agree that a breach or threatened breach of any obligation under Sections 2, 5, 6, 8 and 11 would
cause us irreparable harm for which monetary damages would not be an adequate remedy. Except as limited by Section
19(h), you agree that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including a
restraining order, an injunction, specific performance and any other relief that may be available, without any requirement
to post bond or security, or to prove actual damages or that monetary damages are not an adequate remedy.
(l) Counterparts. These Master Terms, and any Additional Terms, if entered into offline, may be executed in counterparts, or
separate signature pages. Each counterpart will be deemed an original and all counterparts together will be deemed one
and the same agreement. A signed copy of the Master Terms, including any Additional Terms, whether by facsimile or
electronic signature and whether delivered by facsimile, email, or other means of electronic transmission, is deemed to
have the same legal effect as delivery of an original signed copy.