Last Modified: Sep 26, 2022
## 2. **Intended Use of our Services**
1. <u>No Use of the Services for Under-Aged Persons.</u> You must be the age of majority in your jurisdiction (18 years in most U.S. states) or older to use the Services. By using the Services, you represent that you are at least the age of majority in your jurisdiction.
1. <u>Compliance with Laws.</u> You understand that the Services may be subject to United States export controls administered by the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of Treasury Office of Foreign Assets Control, or the U.S. Department of State, and you will comply with all such controls. You may not use the Services if you are located in, or a national or resident of, any country or other jurisdiction that is subject to any embargoes or applicable targeted sanctions under any applicable laws, including without limitation any countries that have been designated by any U.S. government agency as a "terrorist-supporting" country. Likewise, you may not use the Services if you are an employee, agent, or director of, or are acting on behalf of, any individual or entity on any U.S. government list of prohibited or restricted parties (including without limitation the Specially Designated Nationals List or Entity List).
## 3. **Access to the Services; Privacy; Account Security**
If your access to the Services is provided by or otherwise connected with the account of a third party, such as your employer or other company with which you are associated, your account will be managed by an account administrator on behalf of that third party (the "**Administrator**"). The Administrator will have the ability to access, monitor, use, modify, withhold, or disclose any Customer Data (as defined below) associated with your account and to control your access to and use of the Services. The Administrator may also have the ability to: (i) control your account settings and (ii) remove or disable any Services or Non-Narrator Applications (as defined below) from your account.
If you register via a third-party account (such as Google), you authorize us to access and use certain third-party account information, including, but not limited to, your profile and other information such as your name, email address, location, and profile photo.
1. <u>Account Security.</u> To access the Services or certain portions thereof, you may be asked to provide certain registration details or other information to us. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed.
If you choose, or are provided with, a username, password, or any other identifier as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person. You also acknowledge that your account is personal to you and agree not to provide any other person with access to all or any part of the Services. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
## 4. **Customer Data**
1. <u>Customer Representations and Warranties.</u> You represent and warrant that you either own or have permission to use all of the data and other materials or content (including without limitation your personal information and the data and other information available via any Non-Narrator Applications (as defined below) you have integrated with the Services) in order to enable our provision of the Services (collectively, "**Customer Data**"). You further represent and warrant that the Customer Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights (as defined below) of any third party or violate any applicable law.
1. <u>License to Customer Data.</u> By accessing the Services, you grant Narrator and our third-party service providers a worldwide, limited-term license to use, host, copy, transmit, store, create derivations of, and display Customer Data to the extent necessary or useful for us to provide the Services to you and to create backups of the Customer Data to help protect against data loss.
1. <u>Limited Liability.</u> You understand and acknowledge that you are responsible for your Customer Data, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible for, and we do not endorse, any Customer Data, and for the avoidance of doubt, we specifically disclaim any liability in connection therewith.
We are not responsible or liable for any error or loss related to your Customer Data or the export of your Customer Data from the Services. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.
## 5. **Third Party Integrations**
1. The Services may contain features designed to interoperate with certain third-party products or services, including, for example, Google (including Google Sheets), text messaging services (such as Twilio), webhooks, data integrators, and data warehouses (the "**Non-Narrator Application(s)**"). By integrating the Services with a Non-Narrator Application, you grant Narrator permission to access the Customer Data accessible via such Non-Narrator Application solely in order to provide the Services to you. To the extent that you integrate the Services with your Customer Data stored in a database or data warehouse, such as, for example, AWS Redshift, GCP Big Query, Snowflake, or MS Azure, we will only access the Customer Data in order to provide the Services to you and your Authorized Users (as defined below), such as by inserting and modifying or editing Narrator tables and creating caches. We will not otherwise modify or control your data warehouse or database or the information in it.
1. If you export Customer Data via any Non-Narrator Application (such as Google Sheets, Twilio, or webhooks), you do so at your own risk. Narrator is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Non-Narrator Applications or their providers.
1. Narrator does not warrant or support Non-Narrator Applications or other third party products or services (such as implementation services). You will be solely responsible and liable for any such third party products or services, notwithstanding any interoperation with the Services.
1. We may disable all or any third party account features at any time without notice in our discretion. If your third-party account or associated service becomes unavailable or if our access to such account is terminated by the third party service provider or otherwise, then your access to the Services may be terminated. Narrator cannot guarantee the continued availability of such features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Narrator Application ceases to make the Non-Narrator Application available for interoperation with the corresponding features on the Services in a manner acceptable to Narrator. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
## 6. **Intellectual Property Rights; Limited License**
1. <u>Our Intellectual Property Rights.</u> The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, tables, algorithms, formulas, displays, images, video, and audio, and the design, selection, and arrangement thereof) are subject to protection by Intellectual Property Rights. You acknowledge that the Company and its licensors (excluding you) own all right, title, and interest in and to the Services, including without limitation all related Intellectual Property Rights. "**Intellectual Property Rights**" means any and all patent, copyright, trademark, trade secret, and database rights, and any and all other intellectual property or proprietary rights of any kind, and any and all applications, renewals, extensions, and restorations thereof, now and hereafter existing worldwide.
All trademarks, trade names, service marks, slogans, designs, logos, and trade dress appearing on or in connection with the Services are the property of their respective owners, including, in some instances, us and/or our licensors. Specifically, the "Al Narrator" and "Narrator" names and the terms "Narratives" and "Activity Schema" are trademarks and service marks of the Company or its affiliates or licensors in the U.S. and other countries. No license to, or right in, any such trademarks, trade names, service marks, slogans, designs, logos, trade dress, or other Intellectual Property Rights of the Company and/or other parties is granted to, or conferred upon, you. You must not use any such Intellectual Property Rights without the prior written permission of the Company, except to the extent any such restriction is not permitted by applicable law.
The Company reserves the right to enforce its Intellectual Property Rights to the fullest extent permitted by law, including seeking monetary damages, civil penalties, and criminal prosecution.
## 7. **User Feedback**
Any feedback, suggestions, testimonials, reviews, questions, comments, ideas, notes, concepts, and other similar information relating to us or the Services that you provide to us in any form or media, including photos or videos (collectively, "**Feedback**") will be considered non-confidential and non-proprietary to you. For the avoidance of any doubt, you hereby grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, transferable, perpetual license to use and publish such Feedback for any purpose, without compensation to you. However, we are not obligated to (a) use your Feedback in any way; (b) maintain any Feedback in confidence; (c) pay compensation for any Feedback; or (d) respond to any Feedback. The term "Feedback" does not include any personally identifiable information, such as your name, e-mail address, physical address, phone number(s), and credit card information that you may provide to us, provided that we may use and publish your name and/or geographic location alongside your review or testimonial if you provide that information to us. The Company may remove any Feedback or other content on our Services at any time in our sole discretion and without notice to you.
## 8. **Copyright Infringement**
We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act of 1998 ("**DMCA**"). If you believe in good faith that any material used or displayed on or through our Services infringes your copyright, you may send us a notice to our Copyright Agent (as identified below) requesting that the material be removed or access to it blocked. For the notice to be effective, it must be in writing and include the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity, and a description of where the material that you claim is infringing is located;
4. your name, address, telephone number, and, if available, email address;
5. a statement by you that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Notices, and (if applicable) counter-notices must meet the then-current statutory requirements imposed by the DMCA; see [http://www.copyright.gov](http://www.copyright.gov/) for details.Our agent for notice of claims of copyright or other intellectual property infringement can be reached via email at [[email protected]](mailto:[email protected]) or via regular mail at the following address: AI Narrator, Inc., 169 Madison Ave #2010, New York, NY 10016, Attention: Copyright Agent.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents material or activity that was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we reserve the right to terminate users who are repeat infringers in appropriate circumstances.
## 9. **Prohibited Uses**
- In any way that violates any applicable federal, state, local, or international statute, regulation, rule, order, treaty, or other law (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
- For the purpose of exploiting, harming, or attempting to exploit or harm anyone, including by threatening to expose their personally identifiable information, or otherwise;
- In any manner that could disable, overburden, damage, or impair the Company's or its service partners' servers or networks, or interfere with any other party's use of the Services, including without limitation via denial-of-service or similar attacks;
- To collect, store, or process the protected health information of others (including health information subject to the Health Insurance Portability and Accountability Act of 1996, or HIPAA, or its implementing regulations, except as permitted by an executed Business Associate Agreement between you and us);
- To infringe upon or violate our Intellectual Property Rights or those of others or to store or transmit infringing, libelous, or otherwise unlawful or tortious material or material in violation of third-party privacy rights;
- With Non-Narrator Applications that are not owned or licensed by you; or
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services, or expose them to liability.
Additionally, you agree not to:
- Sell, resell, sublicense, transfer, or distribute the Services;
- Provide or obtain unauthorized access to the Services;
- Use any robot, spider, or other automatic device, process, or other means to crawl, scrape, or otherwise access the Services, or use any means to reproduce or alter the navigational structure or presentation of the Services, for any purpose, including monitoring or copying any of the material on the Services, without our prior written consent;
- Use or copy the Services in order to spam, phish, pharm, pretext, or engage in similar acts, including without limitation to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (such as, without limitation, by using email addresses, user names, or screen names associated with any of the foregoing);
- Interfere with or circumvent the security features of the Services or any related website;
- Introduce into the Services or use the Services to store or transmit any viruses, Trojan horses, worms, logic bombs, spyware, or other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, hardware, software, or equipment;
- Attempt to gain unauthorized access to the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services;
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure, ideas, know-how, or algorithms related to, any portion of the Services, except to the extent any such restriction is not permitted by applicable law;
- Modify, translate, or create derivative works based on any portion of the Services;
- Permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit;
- Frame or mirror any part of the Services, other than framing your own intranets or otherwise for your own internal business purposes;
- Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services;
- Access any Services in order to build a competitive product or service or to conduct benchmarking tests or other analysis comparing the Services with a non-Narrator product or service; or
- Otherwise interfere or attempt to interfere with the security, integrity, or performance of the Services in any way.
## 10. **Payment Terms**
1. <u>Prices.</u> All prices, fees, discounts, and promotions posted on the Services are subject to change without notice. Posted prices are in US dollars. We reserve the right to change prices at any time without notice to you, provided that any changes made after your order is submitted will not apply retroactively.
We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing, availability, or product and service descriptions. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
1. <u>Fees.</u> You shall pay the Company the applicable fees described in the Order Form in accordance with the terms of the Agreement. All fees and other amounts payable by you are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder.
All fees will be invoiced upon the effective date of the applicable Order Form, unless otherwise specified in the applicable Order Form. Unless otherwise specified in an Order Form, the Company will bill through an invoice and full payment for invoices issued must be received by the Company [thirty (30)] days after the delivery date of the invoice.
1. <u>Payment Methods.</u> We accept most major credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete; (ii) you are duly authorized to use such credit card for the purchase; (iii) charges incurred by you will be honored by your credit card company; and (iv) you will pay the total purchase price and all applicable taxes, if any, at the time your order is accepted. By submitting your credit card information, you authorize us, and any third party collecting this information on our behalf, to provide your information to third parties to facilitate your requested transaction.
1. <u>Late Payments.</u> If you fail to make any payment when due then, in addition to all other remedies that may be available: (i) we may charge interest on the overdue amount at the rate of 1.5% per month or the highest rate permitted by law, whichever is less, from the due date of the payment until the amount is paid in full; (ii) you shall reimburse the Company for all reasonable costs incurred by the Company in collecting any late payments or interest (including attorneys' fees); and (iii) we may suspend your access to the Services until all overdue amounts have been paid.
1. <u>Reserved Rights.</u> Terms of payment and eligibility to purchase Services are within our sole discretion, and we reserve the right to restrict or cancel purchases at our sole discretion. If we make a change to cancel an order, we may attempt to notify you by email or billing contact information provided when the order was made. You agree to provide current, complete, and accurate ordering and account information for all purchases you wish to make. You agree to promptly update your account and other necessary information so that we can complete your order and contact you as needed.
1. <u>Subscriptions.</u> If you purchase a subscription, you agree to recurring billing and authorize us to automatically charge your payment method at the start of each subscription period for the fees and taxes applicable to that period until you cancel. You may cancel your subscription at any time by terminating your account before the renewal date subject to Section 11.d. Prices are subject to change at any time in our sole discretion, but we will notify you in advance of any material changes and you will have the opportunity to cancel your subscription if you do not agree to any such changes subject to Section 11.b. If we are unable to effect automatic payment, we will attempt to notify you, and your account may be terminated or disabled until payment is received.
1. <u>Discounts and Promotions.</u> From time to time we will share current information about our promotions, sales, or discount code offers. Any promotion code or offer provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Services, except where expressly stated otherwise. Unless otherwise specifically set forth in the terms of any promotion, all pricing, promotions, or discounts will apply to the initial period of the subscription, and any renewals will be charged at the non-discounted rate for the type of subscription purchased.
## 11. **Term and Termination**
1. <u>Term.</u> This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
1. <u>Term of subscriptions.</u> The term of each subscription shall be specified in the applicable Order Form. All subscriptions will automatically renew for additional one (1) year terms, unless either party gives the other written notice at least thirty (30) days before the end of the relevant subscription term. Notices to Narrator should be sent to [[email protected]](mailto:[email protected]). Narrator may provide notice to You in accordance with this Agreement. Renewal of promotional or one-time priced subscriptions will be at Narrator’s applicable price list in effect at the time of the applicable renewal. Automatic renewals of a subscription will be subject to an increase, equal to the applicable rate of inflation chosen by Narrator in its reasonable discretion, above the applicable pricing set forth in the applicable Order Form or the prior term’s pricing, as applicable. Notwithstanding anything to the contrary, any change in the subscription volume, subscription length or the Services ordered in a renewal term will result in re-pricing at renewal without regard to the prior term’s fees. The terms of this Section 11.b may be varied in an Order Form.
1. <u>Termination.</u> You may terminate your account at any time upon thirty (30) days' prior written notice by contacting [[email protected]](mailto:[email protected]). YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR ACCOUNT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THE AGREEMENT.
1. <u>Effect of Termination.</u> If we terminate your account for cause or You terminate your account, except where You terminate for Narrator’s material breach of this Agreement that is not cured within thirty (30) days’ notice to us, You will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve You of your obligation to pay to Narrator any fees payable to Narrator for the period prior to the effective date of termination. Once your account is terminated for any reason, including after you have stopped paying for your subscription, your rights under the Agreement will terminate immediately and you must immediately cease all use of the Services. Further, you will no longer be authorized to access the Services or the data associated with your account, and we may permanently delete your account and all the data associated with it. You are solely responsible for maintaining back-ups of all data stored or otherwise available on the Services. The parties' rights and obligations under Sections 6.A (Our Intellectual Property Rights), 7 (User Feedback), 9 (Prohibited Uses), 10.D (Late Payments), 11 (Term and Termination), and 13 (Records and Audits) through 20 (Your Comments and Concerns; Legal Notices) shall survive the expiration or termination of this Agreement for any reason.
## 12. **Changes to the Services; Service Availability**
1. <u>Changes to the Services.</u> We reserve the right to suspend, discontinue, update, or otherwise change all or any portion of the Services for you or any or all other users, at any time, with or without notice, and for any reason. We will not be liable to you for the effect that any such changes or other actions may have on you.
1. <u>Service Availability.</u> Due to maintenance, security, or capacity issues, Force Majeure Events (as defined below)), the Services may be temporarily suspended or affected. We shall use our commercially reasonable efforts to correct any errors and minimize any disruption, inaccessibility, and/or inoperability of the Services, whether scheduled or not. Where feasible, we will endeavor to provide forty-eight (48) hours advance notice to you in the event of any scheduled downtime.
## 13. **Records and Audits**
You shall maintain adequate books, records, and back-up documentation to allow the Company to verify your compliance with the Agreement. Such records shall be maintained for a period of at least three (3) years after each such record is created, unless a longer period of time is required by applicable law. We may audit and/or inspect the applicable records as reasonably necessary to verify your compliance with the Agreement. If the audit or inspection reveals any material breach of the Agreement, then in addition to any other remedies available to us, including remedying any underpayment by you, you shall pay for the costs of the audit and inspection.
## 14. **Disclaimer of Warranties**
YOU UNDERSTAND THAT THE SERVICES, THEIR CONTENT, AND ANY RESULTS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, ARISING THROUGH COURSE OF PERFORMANCE, OR OTHERWISE. YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY CONTENT OR RESULTS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, QUIET ENJOYMENT, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. WE DO NOT WARRANT THAT: (A) THE SERVICES OR THE CONTENT AVAILABLE ON OR THROUGH THE SERVICES OR RESULTS OF THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY, OR ERROR-FREE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; (C) THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR SECURE; (D) THAT OUR SERVICES, THE EQUIPMENT THAT MAKES THE SERVICES AVAILABLE, OR THE MATERIALS DOWNLOADED FROM THE SERVICES ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THAT THE SERVICES OR ANY CONTENT OR RESULTS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES, OR TO YOUR DOWNLOADING OF ANY MATERIAL OR DATA POSTED ON THE SERVICES, OR TO ANY OTHER WEBSITE, DATA, OR MATERIAL LINKED TO OR ACCESSIBLE FROM THE SERVICES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
## 15. **Limitation on Liability**
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR OTHER RELATED COMPANIES, OR OUR OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS, OR DIRECTORS (COLLECTIVELY, THE "**NARRATOR PARTIES**") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES RESULTING FROM EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER BASED IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR YOUR REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. IF, FOR ANY REASON, THE COMPANY SHALL BE FOUND TO BE LIABLE NOTWITHSTANDING THE FOREGOING, THE COMPANY'S AGGREGATE LIABILITY TO YOU OR ANY OTHER PARTY OR PARTIES CLAIMING WITH, UNDER, OR THROUGH YOU, SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO ACCESS AND USE OUR SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT GIVING RISE TO THE CLAIM. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CLAIM OR CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OTHER EXCLUSIONS, LIMITATIONS, OR DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
## 16. **Indemnification**
Except to the extent prohibited by law, you agree to defend, indemnify, and hold harmless the Narrator Parties from and against any claims, demands, actions, suits, liabilities, damages, losses, costs, penalties, fines, and settlements (including reasonable attorneys' and experts' fees) arising out of or relating to: (a) your violation of the Agreement; (b) your use of, or activities in connection with, the Services; (c) your Customer Data; or (d) your violation of any law or the rights of a third party. You may not settle or otherwise compromise any claim, demand, action, or suit covered by the foregoing indemnification without the Company's prior written consent, not to be unreasonably withheld.
## 17. **Governing Law and Jurisdiction**
All matters relating to the Services or the Agreement, and any dispute or claim between the parties arising out of or related to the Services or the Agreement (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York and applicable federal law, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
## 18. **Dispute Resolution**
**PLEASE READ THIS SECTION CAREFULLY. YOU AND THE COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.**
1. You hereby agree that, except as provided in Section 18.G below, any claim, dispute, or controversy between you and the Company, whether brought by you or by the Company, arising out of or relating in any way to the Agreement or your purchase or use of the Services must be resolved through final, binding, and confidential arbitration located in New York County, New York, USA.
1. The arbitration will be administered by JAMS in accordance with the then-current Comprehensive Arbitration Rules and Procedures for commercial contracts (the "**JAMS Rules**") The parties will mutually agree on an arbitrator, provided that if the parties cannot agree on an arbitrator within ten (10) days, JAMS will choose the arbitrator. In rendering an award, the arbitrator shall apply the governing law stated in Section 17, except that the Federal Arbitration Act will govern the interpretation and enforcement of this Section.
1. Unless you opt-out of arbitration as set forth below, and except with respect to the class arbitration waiver as set forth in Section 18.D below, the arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to interpretation, applicability, unconscionability, formation, arbitrability, and/or enforceability of this arbitration provision, including any challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. There is no judge or jury in arbitration, the arbitration will be subject to different rules than the rules that would apply in court, and court review of arbitration awards is very limited. However, the arbitrator will be empowered to grant whatever relief would be available in court under law or in equity (including injunctive and declaratory relief and statutory damages) and must follow the Agreement, as a court would. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
1. You agree that an arbitration will be conducted on an individual, and not a class-wide, basis. An arbitrator will have no authority to certify a class or award class-wide relief. The arbitrator is authorized only to award relief on behalf of the individual parties and only to their extent of their individual claims. **YOU ACKNOWLEDGE AND AGREE THAT UNLESS OTHERWISE AGREED IN WRITING BY YOU AND THE COMPANY, WITH REGARD TO ANY CLAIMS HEREUNDER, YOU WILL NOT BE ENTITLED TO SEEK TO, AND AN ARBITRATOR OR COURT MAY NOT, JOIN OR CONSOLIDATE YOUR CLAIMS WITH ANY OTHER SIMILAR CLAIMS OF ANY OTHER PERSON OR PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY**. 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.
1. If for any reason, a claim proceeds in court rather than arbitration under this Section 18, the claim shall be resolved exclusively (except as provided in Section 18.G below) in the appropriate state and federal courts located in New York County, New York. Both parties hereby irrevocably consent to the venue and jurisdiction of such courts, and waive all defenses, including without limitation for lack of personal jurisdiction and forum non conveniens, with respect to such courts for the adjudication of such claims.
1. Notwithstanding anything else in this Section 18 to the contrary, the following claims may be brought in any court of competent jurisdiction: claims to the extent alleging efforts to interfere with the Services or engage with the Services in an unauthorized manner. In addition, either you or we have the option to bring claims in court to seek temporary or preliminary injunctive relief without seeking damages, in any court of competent jurisdiction.
## 19. **Miscellaneous**
1. <u>Electronic Communications Notice.</u> Sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email or the Website, satisfy any legal requirement that such communication be in writing. In order to retain copies of any electronic communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, orders, treaties, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
1. <u>Customer Listing.</u> The Company may include your name and other indicia in the Company's promotional and marketing materials identifying you as a customer of the Company.
1. <u>Relationship of the Parties.</u> The Agreement does not create a partnership, joint venture, employment, agency, or fiduciary relationship between you and Narrator or any of Narrator's parents, subsidiaries, affiliates, or other related companies. Narrator and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.
1. <u>No Third-Party Beneficiaries.</u> The Agreement is intended for the sole benefit of the parties to the Agreement and their respective successors and permitted assigns, and nothing in the Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
1. <u>Assignment.</u> You may not assign or transfer your rights or obligations under the Agreement without our prior written consent. Any purported assignment shall be null and void. We may assign the Agreement or transfer any rights or obligations hereunder at our sole discretion and without restriction.
1. <u>Waiver and Severability.</u> No waiver by the Company of any term or condition set out in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under the Agreement shall not constitute a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized Narrator representative. If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed revised so as to effectuate the intent of the parties to the maximum extent possible and the remaining provisions of the Agreement will continue in full force and effect.
1. <u>Interpretation.</u> The headings used in the Agreement are included for convenience only and will not limit or otherwise affect the Agreement. Any ambiguities in the interpretation of the Agreement shall not be construed against the drafting party.
1. <u>Force Majeure.</u> The Company shall not be liable for any failure or delay in its performance or equipment or any other matter due to causes beyond its reasonable control, including without limitation: acts of God, pandemic, fire, flood, hurricanes, or other catastrophes; any statute, regulation, rule, order, treaty, or other law or any direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars or hostile attacks; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; equipment malfunction, power failures, denial-of-service attacks, or failure of the Internet (each, a "**Force Majeure Event**").
## 20. **Your Comments and Concerns; Legal Notices**
All other feedback, comments, requests for technical support, and other communications from you relating to the Services or the Agreement should be directed to: [[email protected]](mailto:[email protected]).