Terms of Service for Storyline Health
Date of last revision: May 5th, 2020
Please read carefully before using Storyline Health websites, applications or service: Storyline Health (https://storylinehealth.com), including all of its related applications, dashboards or platforms (individually and collectively, the “Site”, “Platform” or “Service”), is owned and operated by Storyline Health, Inc. (“Storyline”, “we” or “us”). By using or accessing the Site or Storyline Service(s), by signing or clicking to accept any Subscription Documentation referencing these Terms, or by clicking a button or checkbox to accept these Terms, you agree to all the terms and conditions of this Terms of Service Agreement (“Terms”, “Terms of Service” or “Agreement”).
If you do not agree to these Terms of Service, you may not use the Site or the Service.
If you are using a Storyline Service on behalf of a company or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
Storyline expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service.By continuing to use the Site or Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. To the extent you have purchased a subscription to the Service, the modified terms will be effective as to such subscription Service upon your next subscription renewal. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. In all other cases, any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service.
This Agreement includes any Subscription Documentation (as defined below), as well as any policies or exhibits linked to or referenced herein. If you have entered into another agreement with Storyline concerning specific Services, the terms of that agreement control if there is any conflict with these terms. Please note that we may modify this Agreement as described in Section 16.8 below.
User Account Registration; Passwords
(a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Storyline. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Storyline hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Storyline elect to terminate such right in accordance with these Terms of Service.
(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.
(c) Passwords: Upon registration on the Site, you will provide Storyline with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Storyline of any suspected or actual unauthorized use of your User Account. You agree that Storyline will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
Site Content
(a) Storyline Content: The information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service, excluding Third Party Content (collectively, “Storyline Content”), are the copyrighted works of Storyline, and Storyline expressly retains all right title and interest in and to the Storyline Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Storyline Content may violate copyright and/or other applicable laws.
(b) Third Party Content: In addition to Storyline Content, the Site and/or the Service may contain information and materials provided to Storyline by third parties (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Service, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.
(c) Limited Site Content License: Storyline grants you the limited, revocable, non-transferable, non-exclusive right to use the Storyline Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format. No other use of the Site Content is authorized. Except as specified above, nothing contained herein shall be construed as conferring by implication, or otherwise any license or right under any patent, trademark, copyright or any other intellectual property right of Storyline or any third party. All Site Content is provided for informational purposes only.
(d) Trademarks: Storyline Health, Storylline Health Logo and all Storyline product names are trademarks and services marks of Storyline (collectively “Storyline Trademarks”), and nothing in these Terms or the Service shall be construed as granting any license or right to use the Storyline Trademarks without Storyline’s prior written consent. All trademarks, service marks and logos included on the Site (“Marks”) are the property of Storyline or third parties, and you may not use such Marks without the express, prior written consent of Storyline or the applicable third party.
(e) Monitoring of Site Content and use of Service: Storyline reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Storyline reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.
(f) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Storyline will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Storyline at support@storylinehealth.com, and Storyline will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. Storyline’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. Storyline reserves all rights to seek damages and fees associated with infringement and/or fraud.
DEFINITIONS.
“Add-On” means integrations or applications that are sold or made available by Storyline, or a third-party provider, for authorized use with the Service.
“Affiliate(s)” means any entity which is controlled by, in control of, or is under common control with a party to this Agreement, where “control” means either the power to direct the management or affairs of such entity or ownership of 50% or more of the voting securities of such entity.
“Aggregate/Anonymous Data” means: (i) data generated by aggregating Client Data with other data so that results are non-personally identifiable with respect to Client or its Customers and (ii) anonymous learnings, logs and data regarding use or effectiveness of the Service.
“Authorized Users” means Client’s employees and contractors who are acting for Client’s benefit and on its behalf, and whom Client has authorized to access the Service and the information contained therein.
“Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
“Client Data” means: (i) Content and any (ii) Submitted Data.
“Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
“Content” means text, images or other content that Client selects or submits for use or incorporation with the Service (including without limitation, chat and message logs).
“Customer(s)” means any person that is a client, customer, or patient of Client, or that is a potential client, customer or patient of Client.
“Customer Data” means data related to the identity, characteristics and activities of Customers, collected or submitted to the Service(s) by Client or captured by the Service. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI.
“Excused Downtime” means unavailability caused by (i) actions or omissions of Client; (ii) failures, errors or defects in the facilities, hardware, software or network of Client; or (iii) circumstances that constitute a force majeure event or that are beyond Storyline’s reasonable control.
“HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160, 162 and, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and, all as may be amended from time to time.
“Planned Outages” means any scheduled maintenance.
“Storyline Technology” means the Service(s), any and all related or underlying documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback, as defined in Section 10.2 below.
“Proposal” means the quote or proposal provided to Client by Storyline, prior to Client receiving the Service, in which the basic Subscription terms are outlined for Client and this Agreement is referenced.
“Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
“Scope of Use” means the usage limits or other scope of use descriptions for the Service included in the applicable Proposal or Subscription Documentation. These include any numerical limits on Authorized Users, descriptions of product feature levels and names or numerical limits.
“Service(s)” means the specific proprietary product of Storyline provided to Client for Client’s use during the Subscription Term, as part of Client’s Subscription. The “Service(s)” also includes the Website, as defined herein. The “Service” does not include any Third-Party Product.
“Submitted Data” means data uploaded, inputted or otherwise submitted by Client to the Service, including any Customer Data, PHI or any Third-Party Content.
“Subscription” means Client’s acceptance of the Subscription Documentation provided to Client by Storyline, whereby Client agreed to receive the Service on an ongoing basis, according to the terms and conditions referenced in the Subscription Documentation. Where applicable, “Subscription” also means Beta Releases and/or Free Access Subscriptions, as defined below.
“Subscription Documentation” means any and all documentation evidencing Client’s agreeing to enter into a Subscription for the Service(s), including but not limited to a Proposal, Quote, Services Agreement, Order Form, Statement of Work or clicking “Accept” or “I agree” to an online registration form (“Registration Form”), which references this Agreement.
“Subscription Term” means the Initial Term for the Subscription to the applicable Service, as specified on Client’s Subscription Documentation, and each subsequent Renewal Term (if any), as defined in Sections 8.1 and 8.2, respectively.
“Third-Party Content” means content, data or other materials that Client provides to the Storyline Service(s) from its third-party data providers, including through Add-Ons used by Client.
“Third-Party Product” means any Add-On, applications, integrations, software, code, online services, systems and other products not developed by Storyline.
Other terms are defined in other Sections of this Agreement.
SERVICES.
Services. Subject to Client’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all Fees (as defined herein), Storyline shall provide Client with the Service(s) as specifically set forth in Client’s Subscription Documentation. Storyline shall have no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
Alteration of Services. Client and Storyline may modify the Service(s) set forth in Client’s Subscription Documentation to include or remove any Service(s), provided that any material change to the Service(s) is agreed to in writing. Storyline shall have no obligation to perform any Service(s) until the parties have agreed up the effect of such change in the applicable Fees.
Additional Services. Client’s use of the Service is subject to all additional terms, policies, rules, or guidelines (including terms, policies, rules or guidelines of Storyline’s service providers) applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
USE RIGHTS; RESTRICTIONS.
Use of Services. Subject to all terms and conditions of this Agreement, Storyline grants Client a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Subscription Term to access and use the Service(s) designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, the applicable Subscription Documentation, and all applicable Scope of Use descriptions.
Account Registration. Client will register for a Storyline account in order to access or receive the Service. Account information must be accurate, current and complete, and will be governed by Storyline’s Privacy Policy (currently available at https://storylinehealth.com/privacy) as may be amended from time to time. Client agrees to keep this information up-to-date so that Storyline may send notices, statements and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Storyline’s use of cookies in accordance with the terms of Storyline’s Privacy Policy.
Eligibility and Use by Others. Client and/or Client’s Authorized Users must be over 18 years old to use the Service. Client may permit its Authorized Users to use the Service(s) provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users shall be subject to the applicable terms and conditions of this Agreement which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Service and/or Website (“Terms of Service”). Storyline reserves the right to change the Terms of Service at any time and for any reason in accordance with Section 16.8 below.
Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and/or restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Client is solely responsible for ensuring that any user IDs, passwords and other access credentials (such as API tokens) for the Service are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying with all laws applicable to Client in determining which of its agents or employees should be an Authorized User, the level of access for each Authorized User, and when such access should be terminated or restricted. Client will be solely responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Client must notify Storyline immediately of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
Use by Customers. Customers who use the Service(s) are subject to Storyline’s Acceptable Use Policy (“Acceptable Use Policy”), which includes Storyline’s right to remove or disable access to, any Customer or content or resource that violates the Acceptable Use Policy.
General Restrictions. Client must not (and must not allow any third party to): (i) rent, lease, copy, transfer, sublicense or provide access to the Service to a third party (except Authorized Users as specifically authorized above); (ii) incorporate the Service (or any portion thereof) into, or use it with or to provide, any site, product or service; (iii) use the Service (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (iv) publicly disseminate information regarding the performance of the Service (which is deemed Storyline’s Confidential Information); (v) modify or create a derivative work of the Service or any portion thereof; (vi) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Storyline Technology or Service, except to the extent expressly permitted by applicable law and then only upon advance notice to Storyline; (vii) break or circumvent any security measures or rate limits for Services; (viii) distribute any portion of the Service other than as specifically permitted above; (ix) use the Service in violation of the Acceptable Use Policy; or (x) remove or obscure any proprietary or other notices contained in the Service including in any reports or output obtained from the Service.
Beta Releases and Free Access Subscriptions. Storyline may provide Client with certain Service(s) for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta” or other early-stage Service(s), integrations or features (“Beta Releases”). This Section will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. Storyline may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in this Agreement, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH STORYLINE WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. Storyline makes no promises that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Storyline may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Storyline’s sole discretion, without liability.
CLIENT DATA.
Rights in Client Data. As between the parties, Client retains all right, title and interest (including any intellectual property rights) in and to the Client Data. Client hereby grants Storyline a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify and create derivative works of the Client Data solely to the extent necessary to provide the Service and related services to Client and as otherwise provided herein.
Aggregate/Anonymous Data. Client agrees that Storyline will have the right to generate Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Storyline Technology, which Storyline may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Storyline’s products and services and to create and distribute reports and other materials). Storyline will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable laws, such as HIPAA. If Client and Storyline have entered into a BAA, Storyline will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
Monitoring. Client understands and agrees that Storyline, and any third-party platform(s) Client uses or accesses in connection with the Service(s), may monitor and analyze Content submitted by Client and its Customers (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Services or third-party platform; to improve Client’s experience using the Website, Services or third-party platform; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website, Services, or third-party Platform more helpful or useful to Client and other users.
Security. Storyline agrees to maintain physical, technical and organizational measures designed to secure its systems from unauthorized access, use or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Storyline and Client agree to the terms of Storyline’s Standard Business Associate Agreement (currently available at https://storylinehealth.com/business-associate-agreement), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Storyline takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section.
Storage. Storyline does not provide free archiving service by default. During the Subscription Term, Client acknowledges that Storyline may delete Content or Customer Data no longer in active use. Except for requirements that are included in any agreement or BAA entered into between Storyline and Client, Storyline expressly disclaims all other obligations with respect to storage.
CLIENT OBLIGATIONS.
Warranty. Client warrants and represents that it is in full compliance with all applicable state and federal laws, rules and regulations. In particular, and without limitation, Client warrants and represents that it will not use the Service in a manner that would violate any obligation with respect to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999 and any other applicable federal, state, or international law and amendments thereto. Client also warrants and represents that (a) Client has sole ownership of any Content it provides to Storyline, that such Content is free of any intellectual property claims by any third party, and that Storyline shall have no obligation to provide Client or third parties any compensation for such Content; (b) any Content that Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, is the original work of Client‘s or their (as applicable) authorship, and will only concern Client or the goods and/or services that Client provides; (c) Client is authorized to provide Storyline with any Customer, Client or Authorized User information it provides in connection with the Service(s), including any personally identifying information; (d) Storyline’s possession and/or use of the Submitted Data on Client’s behalf in connection with the Service will not violate any contract, statute, or regulation; (e) Client and/or Client’s authorized representative(s) will only use the Service for interaction with actual Customers. Additionally, if an integration is included in the Service Client orders, Client grants Storyline the right to access Client’s Information or CRM system directly or through a third-party service for the purposes of fulfilling Storyline’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Storyline such right. Storyline will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Storyline by Client or its Authorized Users.
Customer Consent. Client agrees to: (i) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable laws, prior to utilizing the Service; and (ii) obtain all necessary rights, releases and consents to allow Client Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant Storyline the rights herein. Client represents and warrants that its Client Data will not violate third-party rights, including intellectual property, privacy and publicity rights. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it must promptly stop using these items with the Service and notify Storyline.
Intended Use of the Service. Client understands and agrees that the Service is intended to allow Client to send transactional and/or informational messages to Client’s own current Customers only. Should Client elect to use the Services to send any messages that constitute advertising or telemarketing, or to communicate with anyone other than Client’s current Customers, Client will only do so in compliance with all local, state, national and international laws, regulations and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions.
Prohibited Conduct: You agree not to use the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Storyline products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or Storyline’s system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or (6) transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). Violations of the Site’s, the Service’s or Storyline’s system or network security may result in civil or criminal liability.
In addition, you agree not to, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software”); (B) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (C) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to Storyline; (D) remove any proprietary notices or labels from the Service or Software; or (E) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service or use the Service for the operation of a service bureau or timesharing service.
AVAILABILITY OF SERVICES; SUPPORT.
Availability. Subject to the terms of this Agreement and any Planned Outages and Excused Downtime, the Service will be available for access via the Website 99.0% of the time during the term of this Agreement.
Support. Storyline makes available web-based support through the Website. Additional support services may be available to Client upon payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Storyline’s applicable support policies. Storyline may also provide onboarding, deployment and other services under this Agreement. The scope, pricing and other terms for these additional services will be set forth in the applicable Subscription Documentation. Storyline’s ability to deliver the Service(s) will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Service.
FEES AND PAYMENT.
Set-Up Fee. In consideration for the Service(s) to be rendered by Storyline, Client shall pay to Storyline, upon execution of this Agreement, a non-refundable set-up fee in the amount set forth in the applicable Subscription Documentation (“Set-Up Fee”).
Annual Fees. In addition to the Set-Up Fee, Client agrees to pay to Storyline annual fees (“Annual Fee”) and any additional fees, all as set forth in the applicable Subscription Documentation (collectively with the Set-Up Fees and any fees set forth in the applicable Subscription Documentation, the “Fees”).
Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Fees shall be paid annually, in advance, though overage fees (if any) may be charged in arrears, and all references to currency and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in U.S. dollars. Payments are non-refundable and non-creditable and payment obligations non-cancellable, except as expressly permitted by Section 8.4. If Client has elected to pay via credit card, ACH, direct debit, etc., Client authorizes Storyline to charge Fees and other amounts automatically, on an auto-renew basis. If the applicable Subscription Documentation allows Client to pay in a form not referenced above, payment is due within thirty (30) days of the invoice date, unless a different currency or payment period is specified in the applicable Subscription Documentation.
Taxes. Storyline’s Fees are exclusive of all taxes, and Client must pay any applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of Storyline. Client will make tax payments to Storyline to the extent amounts are included in Storyline’s invoices. Should Storyline be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Storyline shall have the right to charge interest on all overdue amounts at the annual rate of 15%, compounded monthly, or the maximum lawful amounts, whichever is less. If Storyline sends the account for collection and/or initiates legal action to collect overdue amounts, Client shall be liable for all cost and expenses of such action, including reasonable attorney's fees, court costs, and expenses. Additionally, after payment becomes overdue, Storyline shall have the right to immediately suspend Client’s access to the Service.
Annual Fee Increase. Upon sixty (60) days’ prior written notice from Storyline to Client, Fees for the specific Service(s) included in the applicable Subscription Documentation may be adjusted once annually by up to 3%, effective on the start date of each Renewal Term.
TERM AND TERMINATION.
Term. This Agreement is effective until the applicable Subscription Term for the Service(s) has expired, or the Subscription is terminated as expressly permitted herein. The initial Subscription Term for any Service is twelve (12) months (“Initial Term”), unless otherwise specified in Client’s Subscription Documentation.
Subscription Term and Renewals. By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by Section 8.4 (Termination for Cause). Upon the expiration of the Initial Subscription Term, the Subscription will automatically renew to subsequent twelve (12) month renewal terms (“Renewal Term(s)”) unless: (i) otherwise stated on the applicable Subscription Documentation or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Service.
Suspension of Service. Storyline may suspend Client’s access to the Service(s) if: (i) Client’s account is overdue or (ii) Client has exceeded its Scope of Use limits. Storyline may also suspend Client’s access to the Service, remove Client Data or disable Third-Party Products if it determines that: (a) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations) or (b) suspension is necessary to prevent harm or liability to other Clients or third parties or to preserve the security, stability, availability or integrity of the Service. Storyline will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. However, unless this Agreement has been terminated, Storyline will cooperate with Client to restore access to the Service once it verifies that Client has resolved the condition requiring suspension.
Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the fees due for the entire Subscription Term. Storyline may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (i) Client’s license rights shall terminate and it must immediately cease use of the Service (including any related Storyline Technology) and delete (or, at Storyline’s request, return) any and all copies of any Storyline documentation, scripts, passwords or access codes and any other Storyline Confidential Information in Client’s possession, custody or control and (ii) Client’s right to access any Client Data in the applicable Service will cease and unless otherwise precluded by a BAA, Storyline may delete any such data in its possession at any time. If Storyline terminates this Agreement for cause as provided in Section 8.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Storyline Technology); 11 (Third-Party Products and Integrations); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); and 16 (General).
CONFIDENTIAL INFORMATION.
Obligation of Confidentiality. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors or subcontractors having a legitimate need to know (which, for Storyline, includes the subcontractors referenced in Section 16.4), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
STORYLINE TECHNOLOGY.
Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Service and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Client under this Agreement. Client agrees that Storyline (or its suppliers) retains all rights, title and interest (including all intellectual property rights) in and to all Storyline Technology (which is deemed Storyline’s Confidential Information) and reserves any licenses not specifically granted herein. The Service is offered as an on-line, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Service and that Storyline at its option may make updates, bug fixes, modifications or improvements to the Service from time-to-time.
Storyline operates or controls the operation of this Site and the Service from offices in the United States. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Storyline may be located, at various locations in and outside of the United States. Storyline makes no representation or warranty that all of the features of this Site or Service will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. Additionally, the Site may not be helpful or relevant to all international users. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Storyline (collectively, “Feedback”), Client hereby grants Storyline a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Storyline’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.
THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Storyline may make arrangements with third-party providers, or facilitate Client making arrangements with third-party providers, that provide products or services in connection with the Services described in this Agreement. If Client uses Third-Party Products in connection with the Service(s), those products may make Third-Party Content available to Client and may access Client’s instance of the Service, including Client Data. Storyline does not warrant or support Third-Party Products or Third-Party Content (whether or not these items are designated by Storyline as “powered”, “verified” or otherwise) and disclaims all responsibility and liability for these items and their access to the Service(s), including their modification, deletion, disclosure or collection of Client Data. Storyline is not responsible in any way for Client Data once it is transmitted, copied or removed from the Service(s).
INDEMNIFICATION.
Client will indemnify and hold Storyline harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to (i) any Client Data or Content, (ii) Storyline’s use, as contemplated in this Agreement, of any information provided to Storyline by you or your customers, (iii) breach or alleged breach of this Agreement, including Client’s Warranties and Obligations, (iv) any claim of a governmental entity or other party that you have violated any law, rule, or regulation, or, (v) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend Storyline against these claims at Storyline’s request, but Storyline may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Client must not settle any claim without Storyline’s prior written consent if the settlement does not fully release Storyline from liability or would require Storyline to admit fault, pay any amounts or take or refrain from taking any action.
DISCLAIMERS.
EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL STORYLINE TECHNOLOGY AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER STORYLINE NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. STORYLINE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT STORYLINE TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT STORYLINE TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. STORYLINE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-STORYLINE SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON STORYLINE TECHNOLOGY OR STORYLINE’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
LIMITATIONS OF LIABILITY.
Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SITE, SITE CONTENT AND SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND STORYLINE MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL OR ACCURATE, AND ON BEHALF OF ITSELF AND ITS LICENSORS, STORYLINE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU.
Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT STORYLINE SHALL NOT BE LIABLE TO YOU FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF STORYLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY YOU TO STORYLINE HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE.
IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY STORYLINE TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
Mediation. The Parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement shall govern.
Notice. Mediation shall be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
Mediator Selection and Mediator Fees. A neutral mediator shall be selected as mutually agreed upon by the parties. The mediator’s fees and costs shall be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
Location. Mediation shall occur in Salt Lake City, Utah.
Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
Disputes Not Subject to the Mediation Process. The following claims are not subject to the mandatory mediation provisions of this Section 15:
An order of injunctive relief and any related incidental damages; and/or
An order to prevent the disclosure of or misuse of Confidential Information or Trade Secrets.
GENERAL.
Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Storyline may assign this Agreement without consent to an Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
Notices. Any notice or communication to Storyline under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Storyline Headquarters, Attn: Legal Department, or by email to legal@Storyline.com. Storyline may send notices to the e-mail address(es) on Client’s account or, at Storyline’s option, to Client’s last-known postal address. Storyline may also provide operational notices regarding the Service or other business-related notices through conspicuous posting of such notice on Storyline’s website or the Service. Each party hereby consents to receipt of electronic notices. Storyline is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
Publicity. Unless otherwise specified in the applicable Subscription Documentation, Storyline may use Client’s name, logo and marks (including marks on Client Properties) to identify Client as a Storyline Client on Storyline’s website and other marketing materials.
Subcontractors. Storyline may use subcontractors and permit them to exercise the rights granted to Storyline in order to provide the Service and related services under this Agreement.
Subpoenas. Nothing in this Agreement prevents Storyline from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Storyline will use commercially reasonable efforts to notify Client where permitted to do so.
Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
Amendments; Waivers. Storyline may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website or Service or by notification via the email associated with your account. You may also be required to click through the updated Terms to show acceptance. In any event, subject to the terms of your specific Subscription Documentation, the modified terms will become effective upon posting or notification and continued use of the Service or Website, following the update, shall constitute acceptance of the updated Agreement. If Client does not agree to the updated Agreement after it takes effect, Client will no longer have the right to use the Service. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
Legal Disclaimer. Storyline does not provide its Clients with legal advice regarding compliance, data privacy or other relevant law in the jurisdiction in which its Clients use the Service, and any statements made by Storyline to its Client(s) shall not constitute legal advice.
Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect
No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any Affiliates.
Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Storyline Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only, and have no legal effect.
Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more Parties hereto, and an executed copy of this Agreement may be delivered by one or more Parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any Party hereto, all Parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.