Terms of Use

These Terms of Use (“Agreement”) governs your purchase and use of our Services. By executing an order form, you agree to the terms of this Agreement.

This Agreement was last updated on January 28, 2019. It is effective between you and Scribble Technologies, Inc. as of the Order Form Effective Date (“Effective Date”).

  1. DEFINITIONS.

Customer” or “you” means the customer accepting this Agreement.

Customer Data” means all data (including Personal Data and End User data) that is provided to Scribble Technologies, Inc. by, or on behalf of, Customer through Customer’s use of the Services, and any data that third parties submit to Customer through the Services.

Deliverable” means any service, creative, or other document, or other electronic or tangible work product commissioned by, and developed specifically for, Customer that Scribble Technologies, Inc. is required to deliver to Customer as part of Project Services.

Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trade secret, trademark, moral rights, and other similar rights, whether registered or unregistered.

Order Form” means an order form, sales order, sales quote, statement of work (“SOW”), or similar document referencing and made under this Agreement and executed by the parties.

Personal Data” means information relating to a living individual who is, or can be, reasonably identified from information, either alone or in conjunction with other information, within Customer’s control and which is stored, collected or processed within one of Customer’s Scribble Technologies, Inc. End User accounts.

Privacy Policy” means the Scribble Technologies, Inc. Privacy Policy at https://www.scribblelive.com/legal/privacy-policy/ that details how Scribble Technologies, Inc. handles Customer Data.

Project Services” means professional services, implementation services, consulting services, or other project-based services. Project Services are not subscriptions.

Services” means the services ordered by Customer on an Order Form, including but not limited to Subscriptions and Project Services.

SSTs” means service-specific terms that apply to specific Services (including Subscriptions and Project Services) and that are incorporated into and form a part of this Agreement.

  1. SERVICES.

  1. Provision of Services. Scribble Technologies, Inc. will provide the Services to Customer in accordance with this Agreement, including any Order Forms and any applicable SSTs.
  2. Order Forms.  The parties may enter into Order Forms under this Agreement.  Scribble Technologies, Inc. and Customer may agree that Customer’s affiliates may enter into Order Forms under this Agreement. Any such Order Form may be executed by Scribble Technologies, Inc. or a Scribble Technologies, Inc. affiliate pursuant to the requirements for Scribble Technologies, Inc. entities under Section 14. Any reference in the Agreement to “Customer” will refer to the Customer entity signing the Order Form and any reference in the Agreement to “Scribble Technologies, Inc.” will refer to the Scribble Technologies, Inc. contracting entity signing the Order Form. Each Order Form will incorporate the terms and conditions of this Agreement and will be a separate contract between the entities entering into the Order Form.
  3. Third Party Services. If Customer integrates the Services with any non-Scribble Technologies, Inc.-provided third party service (such as a third party’s service that uses an application programming interface (API)), Customer acknowledges that such third party service might access or use Customer Data and Customer permits the third party service provider to access Customer Data as required for the interoperation of that third party service with the Services. Customer is solely responsible for the use of such third-party services and any data loss or other losses it may suffer as a result of using any such services.

  1. TYPES OF SERVICES.

  1. Subscriptions. Subscriptions are subject to the following terms, unless otherwise agreed on an Order Form:
  1. License. Subject to this Agreement and applicable Additional Terms, Scribble grants to Customer a non-exclusive, non-sub licensable, non-transferable license during the term stated on the applicable Order Form and/or SOW solely for Customer internal business purposes and in accordance with the limitations under the applicable Additional Terms. Customer may; (i) access and use the Services and in accordance with the documentation provided by Scribble; and (ii) use and reproduce a reasonable number of copies of the documentation solely to support Customer use of the Services.
  2. Subscription Term. The initial term of each subscription is specified on the Order Form. Subscriptions will automatically renew at the end of each subscription term for additional periods equal to current term, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current subscription term. If not specified, the default term shall be twelve (12) months.
  3. Default Type. Each Service is purchased as a subscription unless otherwise specified in an Order Form or indicated given the nature of the Service.
  1. Project Services. Project Services are subject to the following terms, unless otherwise agreed on an Order Form:
  1. Project Term. The term of a Project Service ends upon a date determined in the specific Order Form related to those Project Services, unless earlier terminated.
  2. Scope of Project Services. Scribble Technologies, Inc. will provide Project Services to Customer in accordance with an Order Form (which may alternatively be entitled a “Statement of Work”), including any specifications, timetables, and acceptance criteria and procedures described therein.
  3. Ownership of Deliverables. Customer will own all Intellectual Property Rights in any Deliverables, and Scribble Technologies, Inc. hereby assigns all Intellectual Property Rights in any Deliverables to Customer. Notwithstanding the foregoing, nothing in this Agreement will assign or vest ownership of any Scribble Technologies, Inc. Background IP from Scribble Technologies, Inc. to Customer. Customer grants Scribble Technologies, Inc. and its affiliates a worldwide, royalty-free, non-exclusive license during the Term to use, reproduce, distribute, modify, and adapt the Deliverables for the purpose of providing the Services to Customer in accordance with this Agreement.
  1. SERVICE FEATURES.

  1. Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by Scribble Technologies, Inc. regarding future features or functionality.
  2. Changes to Services. Scribble Technologies, Inc. continually changes and improves the Services. Scribble Technologies, Inc. may add, alter or remove functionality from such Services at any time without prior notice, provided that Scribble Technologies, Inc. will provide Customer with prior written notice if Scribble Technologies, Inc. makes a change to the Services resulting in a material decrease in core functionality used by Scribble Technologies, Inc.’s general customer base.
  1. FEES.

  1. Fees. Customer will pay to Scribble Technologies, Inc. all applicable fees for the Services specified in each Order Form. Except as otherwise specified in this Agreement or prohibited by applicable law, payment obligations are non-cancelable, and fees paid are not refundable.
  2. Invoicing and Payment Terms. Unless stated otherwise on Order Form or SOW, Services will be billed at the start of Customer term and payments are due upon receipt of invoice. Customer has a good faith belief that Customer have been incorrectly billed by Scribble (or any Scribble affiliate), Customer must provide notice, in writing within seven (7) days following receipt of the applicable invoice specifying the calculation error and the amount of the adjustment or credit requested. Unless Customer have provided notice of such dispute with invoiced fees, payments not received by the due date shall bear interest of one and one-half percent (1.5%) or the maximum rate allowed by law. Customer shall be responsible for all reasonable 3rd party collection costs & legal fees incurred by Scribble (or any Scribble affiliate), in collecting amounts due. Scribble reserves the right to revoke any discounts applied to invoices past due. In the event of nonpayment, Scribble may, in addition to any other rights or remedies available to it at law or in equity, suspend Services. Customer shall pay to Scribble all applicable sales or use taxes assessed by a government authority with respect to the Services provided by Scribble under applicable Order Form and/or SOW.
  3. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Scribble’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees or the provision of the Services to Customer. Customer will make all payments of Fees to Scribble free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Scribble will be Customers sole responsibility, and Scribble will provide Customer with official receipts issued by the appropriate taxing authority, or such other evidence as Scribble may reasonably request, to establish that such taxes have been paid.
  4. Currency. All monetary amounts in this Agreement are denominated in the currency stated on the Order Form. Fee payments by Customer must be received by Scribble Technologies, Inc. in the same currency as such fees were billed.
  5. Overdue Payments. Scribble Technologies, Inc. may charge Customer interest on overdue payments at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue. If any amount owed by Customer is overdue by 30 days or more, Scribble Technologies, Inc. may limit functionality or suspend provision of Services to Customer until such amounts are paid in full.
  6. Overage Fees. Unless otherwise stated, any overage fees incurred by Customer will be billed in arrears at the rate listed on the Order Form. The additional units will be charged at the per unit pricing for those additional units as specified on the Order Form for the underlying subscription (or, absent such specification, at the same per unit pricing as the underlying subscription pricing), prorated for the portion of that subscription term remaining at the time the subscription units are added.
  1. CUSTOMER OBLIGATIONS.

  1. Third Party Requests. The parties may from time to time receive a request from a third party for records related to Customer’s use of the Services, including information in a Customer End User account or identifying information about a Customer End User (“Third Party Request”). Third Party Requests include search warrants, subpoenas, and other forms of legal process.

Customer is responsible for responding to Third Party Requests via its own access to the information, and will only contact Scribble Technologies, Inc. if Customer is unable to obtain such information after diligent efforts. If Scribble Technologies, Inc. receives a valid Third-Party Request then, to the extent permitted by law, Scribble Technologies, Inc.:

  1. may inform the third party issuing such request that it should pursue the request directly with Customer; and
  2. will: (i) promptly notify Customer of the Third Party Request; (ii) cooperate, at Customer’s expense, with Customer’s reasonable requests regarding Customer’s efforts to oppose a Third Party Request; and (iii) after providing Customer with an opportunity to respond to or oppose the Third Party Request, Scribble Technologies, Inc. may fulfill that request if Scribble Technologies, Inc. determines that it is required or permitted by law to do so.
  1. Embargoes. Customer represents and warrants that it is not barred by any applicable laws from being supplied with the Services. The Services may not be used in any country that is subject to an embargo by the United States or European Union applicable to the Services. Customer will ensure that: (a) its End Users do not use the Services in violation of any export restriction or embargo by the United States; and (b) it does not provide access to the Services to persons on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals.
  2. Suspension of Services. Scribble Technologies, Inc. may limit or suspend the Services from time to time at its discretion (for example, to perform scheduled maintenance or to stop a violation of Section 6.1 (Acceptable Uses by Customer). If the circumstances reasonably permit, Scribble Technologies, Inc. will give Customer reasonable advance notice of any limitation or suspension so that Customer can plan around it, or address the issue that has prompted Scribble Technologies, Inc. to take such action. There may be some situations, such as security emergencies, where it is not practicable for Scribble Technologies, Inc. to give such advance notice. Scribble Technologies, Inc. will use commercially reasonable efforts to narrow the scope and duration of the limitation or suspension as is needed to resolve the issue that prompted such action.
  1. SECURITY AND PRIVACY.

  1. Security. Scribble Technologies, Inc. has, taking into account the state of the art, cost of implementation, the nature, scope, context and purposes of the Services, and the level of risk, implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of unauthorized or unlawful processing, accidental loss of and/or damage to Customer Data. At reasonable intervals, Scribble Technologies, Inc. tests and evaluates the effectiveness of these technical and organizational measures for ensuring the security of the processing.
  2. Privacy Policy. Customer has read and acknowledges the applicability of the Privacy Policy to this Agreement. Customer also acknowledges that Scribble Technologies, Inc. may revise the Privacy Policy from time to time and that the most current version will always be at https://www.scribblelive.com/legal/privacy-policy/. When Scribble Technologies, Inc. makes a change to this policy that, in Scribble Technologies, Inc.'s sole discretion, is material, Scribble Technologies, Inc. will notify you in accordance with the notice provisions at Section 15.9. By continuing to access or use the Services after those changes become effective, you agree to be bound by the revised Privacy Policy.
  3. Data Protection. Where Scribble Technologies, Inc. is processing Personal Data for Customer, Scribble Technologies, Inc. will:
  1. only do so on documented Customer instructions and in accordance with applicable law, including with regard to transfers of personal data to a third country or an international organization, and the parties agree that this Agreement and the Scribble Technologies, Inc. Privacy Policy constitute such documented instructions of the Customer;
  2. To the extent applicable, Scribble Technologies, Inc. Europe UC relies upon (i) Scribble Technologies, Inc. Inc.’s Privacy Shield certification and/or standard contractual clauses and/or consent for data transfer to the United States to Scribble Technologies, Inc. Inc., and (ii) standard contractual clauses for data transfers to countries outside the European Economic Area, other than the United States, that do not have adequate levels of data protection as determined by the European Commission. Customer appoints Scribble Technologies, Inc. Europe UC (and, to the extent required, Scribble Technologies, Inc. Inc.) as its agent for purposes of entering into any standard contractual clauses for such purposes on Customer’s behalf;
  3. ensure that all Scribble Technologies, Inc. personnel involved in the processing of Personal Data are party to confidentiality obligations in respect of the Personal Data;
  4. cooperate as reasonably requested by Customer (at Customer's expense) to enable Customer to comply with any exercise of rights by a data subject under the General Data Protection Regulation in respect of personal data processed by Scribble Technologies, Inc. in providing the Services;
  5. promptly notify Customer of all requests received directly from a data subject of any of the Personal Data in respect of that data subject's Personal Data submitted through the Services;
  6. cooperate with the Office of the Data Protection Commissioner or any replacement or successor body from time to time (or, to the extent required by the Customer, any other data protection or privacy regulator) in the performance of such regulator's tasks where required;
  7. not store Personal Data (in a format that permits identification of relevant data subjects) for longer than is necessary for the purposes for which the data is processed save to the extent such retention is required for legitimate business purposes (with respect to, for example, security and billing), in order to comply with applicable laws and regulations and as may otherwise be kept in routine backup copies made for disaster recovery and business continuity purposes; and
  8. assist Customer as reasonably required (at Customer's expense) where Customer conducts a Data Protection Impact Assessment involving the Services.
  1. Sub-processing. Customer provides a general authorization to Scribble Technologies, Inc. to engage onward sub-processors, subject to compliance with the requirements in this Section 7.
  2. Sub-processor List. Scribble Technologies, Inc. will, subject to any confidentiality provisions under this Agreement or otherwise imposed by Scribble Technologies, Inc.:
  1. make available to Customer a list of the Scribble Technologies, Inc. subcontractors (“Sub-processors”) who are involved in processing or sub-processing Personal Data in connection with the provision of the Services, together with a description of the nature of services provided by each Sub-processor (“Sub-processor List”).
  2. ensure that all Sub-processors on the Sub-processor List are bound by contractual terms that are in all material respects no less onerous than those contained in this Agreement
  1. New / Replacement Sub-processors.

Scribble Technologies, Inc. will provide Customer with written notice of the addition of any new Sub-processor or replacement of an existing Sub- processor at any time during the term of the Agreement (“New Sub-processor Notice”). If Customer has a reasonable basis to object to Scribble Technologies, Inc.’s use of a new or replacement Sub-processor, Customer will notify Scribble Technologies, Inc. promptly in writing and in any event within 15 days after receipt of a New Sub-processor Notice. In the event of such reasonable objection, either Customer or Scribble Technologies, Inc. may terminate the portion of any Agreement relating to the Services that cannot be reasonably provided without the objected-to new Sub-processor (which may involve termination of the entire Agreement) with immediate effect by providing written notice to the other party. Such termination will be without a right of refund for any fees prepaid by Customer for the period following termination.

  1. Security Incident. If Scribble Technologies, Inc. becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data (“Security Incident”), Scribble Technologies, Inc. will take reasonable steps to notify Customer without undue delay, but in any event within 48 hours of becoming aware of the Security Incident. Scribble Technologies, Inc. will also reasonably cooperate with Customer with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any information reasonably requested by Customer in relation to any Security Incident.
  2. Audits. Scribble Technologies, Inc. agrees, subject to any appropriate and reasonable confidentiality restrictions, to provide evidence of any certifications and compliance standards it maintains and will, on request, make available to Customer an executive summary of Scribble Technologies, Inc.’s most recent annual penetration tests, which summary shall include remedial actions taken by Scribble Technologies, Inc. resulting from such penetration tests.
  1. Scribble Technologies, Inc. will inform Customer if it comes to its attention that any instructions received in respect of this Section 7.8 infringe the provisions of the General Data Protection Regulation or other applicable EU or EU Member State data protection law. Notwithstanding the foregoing, Scribble Technologies, Inc. shall have no obligation to review the lawfulness of any instruction received from the Customer.

The parties agree that, except as otherwise required by order or other binding decree of a regulator with authority over the Customer, this Section 7.8 sets out the entire scope of the Customer’s audit rights as against Scribble Technologies, Inc.

  1. Customer Privacy Obligations. Customer shall ensure and hereby warrants and represents that it is entitled to transfer the Customer Data to Scribble Technologies, Inc. so that Scribble Technologies, Inc. may lawfully process and transfer the Personal Data in accordance with this Agreement. Customer shall ensure that relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.
  1. INTELLECTUAL PROPERTY.

  1. Customer IP. As between the parties, the Customer retains ownership of all Intellectual Property Rights in the Customer Data. This Agreement does not grant Scribble Technologies, Inc. any licenses or rights to the Customer Data except for the following:
  1. Customer grants Scribble Technologies, Inc. and its affiliates a worldwide, royalty-free, non-exclusive, limited license to use, host, copy, transmit, modify, display, and distribute Customer Data only for the limited purposes of providing the Services to Customer and improving the Services.
  2. If Customer provides Scribble Technologies, Inc. with feedback about the Services, Scribble Technologies, Inc. may use that feedback and incorporate it into its products and services without any obligation to Customer.
  1. Scribble Technologies, Inc. IP. As between the parties, Scribble Technologies, Inc. retains ownership of the Services and all related Intellectual Property Rights. No licenses or rights are granted to Customer by Scribble Technologies, Inc. other than as expressly provided for in this Agreement. Except as permitted by Scribble Technologies, Inc.’s brand and trademark use policies, this Agreement does not grant the Customer any right to use Scribble Technologies, Inc.’s trademarks or other brand elements.
  2. Customer Lists. Scribble Technologies, Inc. may identify Customer by name and logo as a Scribble Technologies, Inc. customer on Scribble Technologies, Inc.’s website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.
  3. Restrictions. Customer agrees that Customer will not, and will not permit any other party to: (i) allow any third party to access the Services or documentation, except as expressly allowed herein; (ii) modify, adapt, alter or translate the Services or documentation; (iii) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services or documentation for the benefit of any third party; (iv) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (v) create derivative works based on the Services or documentation; or (vi) access or use the Services for the purpose of developing or creating a competitive service or product.
  1. CONFIDENTIALITY.

  1. Definition. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances. Customer’s Confidential Information includes Customer Data. Scribble Technologies, Inc.’s Confidential Information includes the terms of this Agreement and any security information about the Services. Despite the foregoing, Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully knew; (c) was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or (d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information.
  2. Confidentiality. Each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Disclosing Party’s Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know such Confidential Information to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under this Agreement, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence. Notwithstanding anything to the contrary in this Agreement, Confidential Information does not include any information that the Receiving Party can establish: (i) was known to the Receiving Party prior to receiving the same from the Disclosing Party, free of any restrictions; (ii) is independently developed by the Receiving Party without reference to the disclosing party’s Confidential Information; (iii) is acquired by the Receiving Party from another source without restriction as to use or disclosure; or (iv) is or becomes part of the public domain through no fault or action of the Receiving Party. Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (if permitted by law) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
  3. Return or Destruction of Confidential Information. Upon the termination or expiration of the Agreement and all Order Forms under the Agreement, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices.
  1. WARRANTIES.

  1. Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; and (b) it will comply with all laws and regulations applicable to its provision or use of the Services.
  2. Disclaimers. SCRIBBLE TECHNOLOGIES, INC. MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SCRIBBLE TECHNOLOGIES, INC. DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  1. INDEMNITIES.

  1. By Scribble Technologies, Inc. Scribble Technologies, Inc. will indemnify, defend, and hold harmless (collectively defined as “indemnity”, “indemnification”, or some variation thereof) Customer from and against all liabilities, damages, expenses, and costs (including settlement costs and reasonable attorneys’ fees) (collectively “Loss”) arising out of a third party claim that the Scribble Technologies, Inc. technology used to provide the Services to Customer infringes any copyright, U.S. patent, trademark or trade secrets of such third party. However, in no event will Scribble Technologies, Inc. have any obligation or liability under this Section arising from: (a) use of any Services in a modified form or in combination with software, technologies, products, or devices not provided by Scribble Technologies, Inc.; or (b) any content or data provided by Customer, End Users, or third parties.
  2. By Customer. Customer will indemnify, hold harmless and (if required by Scribble Technologies, Inc. in writing) defend (collectively defined as “indemnity”, “indemnification”, or some variation thereof) Scribble Technologies, Inc. from and against all Loss arising out of a third party claim (including in relation to any claim made or investigation conducted by a data protection or privacy regulator) regarding or in connection with: (a) Customer Data (including claims that Customer Data infringes or misappropriates a third party’s Intellectual Property Rights or violates applicable law); or (b) Customer’s use of the Services in violation of the Scribble Technologies, Inc. Acceptable Use Policy.
  3. Indemnity Procedures. A party seeking indemnification under this Agreement will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) the indemnified party may join in the defense with its own counsel at its own expense.
  1. LIABILITY.

  1. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCRIBBLE TECHNOLOGIES, INC. BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LAW, INCLUDING TORT OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. Liability Cap. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SCRIBBLE TECHNOLOGIES, INC.’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SCRIBBLE TECHNOLOGIES, INC. UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; PROVIDED, HOWEVER, THAT THE LIABILITY CAP WILL NOT APPLY TO LIABILITY FOR (A) FRAUD OR WILFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY, OR (C) INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
  1. TERM AND TERMINATION.

  1. Term of Agreement. The term of this Agreement starts on the Effective Date and shall remain in effect until either party terminates upon 60 days’ written notice to the other party, subject to Section 13.4 (“Term”).
  2. Term of Order Forms. The term of an Order Form starts on its effective date and terminates when all Services ordered under it are terminated or completed. For the term of Subscriptions ordered on an Order Form, see Section 3.1 (Subscriptions).
  3. Termination for Cause. A party may terminate this Agreement and any Order Form for cause: (a) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors.
  4. Consequences of Termination of Agreement. If this Agreement terminates, any Order Forms in effect will remain in effect in accordance with their terms (including the terms of this Agreement that are incorporated by reference), but no new Order Forms may be entered into under this Agreement.
  5. Consequences of Termination of Order Form.
  1. Upon termination of an Order Form, Customer will (i) remain liable to pay: (1) the full subscription fee, and (2) any fees for Project Services payable to Scribble Technologies, Inc. for the period prior to, or any invoices outstanding on, the effective date of termination of that Order Form and (ii) no longer have access to the applicable Services.
  2. If an Order Form is terminated by Customer due to Scribble Technologies, Inc.’s uncured material breach, Scribble Technologies, Inc. will provide Customer with a pro rata refund of any fees prepaid by Customer applicable to the period following the effective date of termination of that Order Form; and
  3. If an Order Form is terminated by Scribble Technologies, Inc. due to Customer’s material breach, Scribble Technologies, Inc. will invoice, and Customer will pay, any accrued but unbilled fees and any unpaid fees covering the remainder of the term of that Order Form had it not been terminated.
  1. Survival. The following Sections will survive termination of this Agreement: 5.3, 5.4, 5.5, and 10 to 15.
  1. CONTRACTING ENTITY.

  1. Contracting Entity Table. In the table below, “Customer Location” refers to where Customer is located (as determined by Customer’s business address on the Order Form, if specified) and determines which table row applies to Customer:

Contracting Entity Table

Customer Location

Contracting Entity

Governing Law

United States

Scribble Technologies, Inc., located at 662 King St. W, Suite 201, Toronto, Canada, M5V1MV

Delaware

  1. Contracting Entity. References to “Scribble Technologies, Inc.” are references to the applicable Contracting Entity specified in Contracting Entity Table. The Services are provided by that contracting entity.
  2. Governing Law. This Agreement is governed by the laws of the applicable jurisdiction specified in the Contracting Entity Table, without giving effect to any of its conflicts of laws principles.
  1. GENERAL.

  1. Amendments. This Agreement may only be amended if authorized representatives of each party agree in a signed writing.
  2. Assignment. Neither Customer nor Scribble Technologies, Inc. may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, either party may assign this Agreement without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of such party’s assets or of the Scribble Technologies, Inc. business line to which the subject matter of this Agreement relates. Any other attempt to transfer or assign is void.
  3. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument.
  4. Entire Agreement. This Agreement (including any documents incorporated herein by reference to a URL or otherwise, and any Order Form prepared for the Customer by Scribble Technologies, Inc.), constitutes the entire agreement between Customer and Scribble Technologies, Inc. and it supersedes any other prior or contemporaneous agreements or terms and conditions, written or oral, concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by Customer do not apply to the Services, do not override or form a part of this Agreement, and are void.
  5. Force Majeure. Neither Scribble Technologies, Inc. nor Customer will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or internet disturbance) that was beyond the party’s reasonable control.
  6. Independent Contractors. The relationship between Scribble Technologies, Inc. and Customer is that of independent contractors, and not legal partners, employees, joint ventures, or agents of each other.
  7. Interpretation. The use of the terms “includes”, “including”, “such as” and similar terms, will be deemed not to limit what else might be included.
  8. No Waiver. A party’s failure or delay enforcing a provision under this Agreement is not a waiver of its right to do so later.
  9. Notices.

  1. Providing Notice. All notices must be in writing and will be deemed given when: (i) personally delivered, (ii) verified by written receipt, if sent by postal mail with verification of receipt service or courier, (iii) received, if sent by postal mail without verification of receipt, or (iv) verified by automated receipt or electronic logs if sent by email.
  2. Notices to Scribble Technologies, Inc. Notices to Scribble Technologies, Inc. must be sent to Scribble Technologies, Inc 662 King St. W, Suite 201, Toronto, Canada, M5V1MV, marked to the attention of the Legal Department. Email is insufficient for providing non-routine legal notices (including indemnification claims, breach notices, and termination notices) (“Non-Routine Legal Notices”) to Scribble Technologies, Inc. Customer may grant approvals, permission, extensions, and consents by email.
  3. Notices to Customer. Notices to Customer may be sent to the email address associated with Customer’s designated primary administrator for the relevant Service (“Primary Admin”). Billing-related notices (including notices of overdue payments) may be sent to the relevant billing contact designated by Customer. If Customer has provided contact details for legal notices on the cover page of this Agreement, any Non-Routine Legal Notices will be provided to such contact instead, with a copy to the email address associated with Customer’s Primary Admin.
  4. Keep Contact Details Current. Customer must keep the contact details associated with their user accounts and billing contacts current and accurate, and notify Scribble Technologies, Inc. in writing of any changes to such details.
  1. Precedence. If any conflict exists among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) this Agreement, and (3) the applicable SSTs. Any terms set forth under a “Special Terms” heading in any of the foregoing documents will take precedence over any other terms to the contrary in that document.
  2. Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.
  3. Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
  4. Modifications. To the extent allowed by law, Scribble reserves the right, at its sole discretion, to modify or replace this Agreement and/or Additional Terms, or change, suspend, or discontinue the Services at any time by posting a notice or by sending You an email, both of which would be deemed a modification of the Agreement and/or Additional Terms. It is Your responsibility to check this Agreement and Additional Terms periodically for changes. Your continued use of the Services following the posting of any changes to this Agreement and/or Additional Terms constitutes acceptance of those changes.

The following Additional Terms shall apply to You to the extent the specific Service is included in applicable Order Form or SOW

I-ON INTERACTIVE TERMS

Platform & Services. ion is a Software as a Service used to create, launch and measure digital interactive content, landing pages, experiences and forms.  ion provides a content platform (the ‘ion platform’) allowing You to create and launch interactive content. The ion platform may be integrated with a wide variety of APIs and marketing automation platforms. Additionally, subject to applicable fees, You may provision ion for the development of interactive content (‘interactive content development’).

Use License. Subject to Your compliance with the Agreement, Additional Terms, and to payment of all outstanding fees, Scribble grants to You, during applicable term, a non-transferable, non-exclusive right and license to use the ion Platform solely for Your internal business purpose.

Limits. Each subscription level offers a different level of access as outlined in the applicable Order Form. You may not access or use those features within subscription levels of the Services to which it has not subscribed without payment of additional fees. Scribble reserves the right to periodically verify that your use of the Services complies with the terms of applicable Order Form and subscription level access.

Ownership. It is expressly agreed that all right, title, and interest in and to the technology used in connection with the delivery of Services (including any and all modifications, improvements or enhancements to the ion Platform as a result of any implementation Services rendered) are and shall remain the sole and exclusive property of Scribble. Notwithstanding the foregoing, it is expressly agreed by Scribble that all Content provided by You and all Your data collected by You (“Data”) is and shall remain Your exclusive property.

Images Any photography, images and/or icons (collectively, 'Images') delivered with the Services requires written permission, by Scribble, for reproduction or use outside of the Services. Images provided with the Services may be owned by a third party and licensed by Ion under different terms. Scribble will not be held liable or responsible for any unlawful use or alteration of Images by You. It is Your responsibility to maintain and uphold the rules and regulations that pertain to any Images reproduced or used by You outside of the Services.

Restricted Data. You may not use the Services to collect or retain restricted information. “Restricted Data” means financial information, Social Security number, driver’s license number, passport number, and information protected by, inter alia,  Family Educational Rights and Privacy Act (“FERPA”), the Gramm Leach Bliley Act (“GLBA”), Health Insurance Portability and Accountability Act (“HIPPA”) and/or Social Security Number Protection Act, or any other Data whose collection is restricted or prohibited under Applicable Laws. “Applicable Laws” means all applicable federal, state, and local statutes, laws, ordinances, regulations, rules, codes, governmental orders, requirements or rules of common law.

Your Account. You are fully responsible for all activities that occur under Your account, including for any actions taken by persons to whom You have granted access to.

Privacy Disclosure. You agree that You are responsible for notifying the individual end users accessing the publicly available portions of the Services (“Respondents”) about how Scribble may use cookies and personal data on any interactive content created through the Services. Scribble’s use of cookies and personal data is described in the Privacy Policy. 

VISUALLY TERMS

Platform & Services. Visually provides an online platform that includes membership opportunities, project workflow, collaboration, file management and other features (collectively, the “Platform”) to facilitate the provision of creative services (“Creative Services”) by connecting the You with service providers (“Vendors”). Visually also provides a set of services to (i) assist You in using the Platform (ii) scope Your requirements for Creative Services; (ii) identify one or more appropriate Vendors to provide such Creative Services; and (iv) provide additional assistance to You in connection with the receipt of such Creative Services, as may be required by mutual agreement (collectively, the “Visually Services”). For avoidance of doubt, Visually does not provide nor is it obligated to provide Creative Services, as those are provided by the Vendors assigned to the You. While the Visually Services are intended to assist the You in procuring the desired Creative Services, the You assumes responsibility for working with the Vendors and providing the required feedback, input and adherence to agreed-upon duration for a successful project.

Ownership; Licenses Subject to Your compliance with the Agreement, these Additional Terms and to payment of all outstanding Fees, You shall own all right, title and interest in and to all: 1) original or custom graphic design Deliverables; 2) original or custom video Deliverables, including vector artwork, pixel artwork, animation, and written copy; and 3) original or custom interactive Deliverables, including wireframes and design created for You, and Visually hereby makes all assignments necessary to effectuate the foregoing ownership. To the extent allowed by law, the foregoing assignment includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. If for any reason the foregoing assignment is ineffective, Visually shall and hereby does grant You a perpetual, irrevocable, worldwide, royalty-free, nonexclusive, sublicensable, transferable right and license to exploit and exercise the Deliverables for any purpose. “Visually Background Materials” means, and, notwithstanding anything to the contrary, “Deliverables” shall not include, Visually’s proprietary or licensed software, tools, templates, methods, stock imagery and assets, code bases and libraries, as well as video sound deliverables, including music, voiceover, and sound effects, and know-how, pre-existing or otherwise, including (i) any of the foregoing which are generally applicable to Visually’s business, products or services, (ii) any derivatives, modifications, or improvements to the foregoing, and (iii) all intellectual property and proprietary rights embodied by or relating to the foregoing. If Visually incorporates any Visually Background Materials into any Deliverable provided to You hereunder, then Visually shall and hereby does grant You a perpetual, irrevocable, worldwide, royalty-free, nonexclusive, sublicensable, transferable right and license to use such Visually Background Materials solely in connection with Your use of such Deliverables. For broadcast usage specifically, if You displays their video Deliverables through the medium of broadcast television, additional fees may be incurred to cover the extended licensing of assets that are not produced in house by Visually. These include, but, are not limited to, stock photographs, logos, music, sound effects and voiceover. To remain legal and in compliance, the extended license for each of these aforementioned assets must be purchased and managed by You. You hereby grant Visually a perpetual, irrevocable, worldwide, royalty-free, nonexclusive, sublicensable, transferable right and license to copy, modify, publicly perform and publicly display the Deliverables on Visually’s website.

General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, Visually shall not be prohibited or enjoined at any time by You from utilizing any “skills or knowledge of a general nature” acquired during the course of performing the services specified under this Agreement. For purposes of this Agreement, “skills or knowledge of a general nature” shall include, without limitation, anything that might reasonably be learned or acquired in connection with similar work performed for another You.

Appropriate use of the Platform. Connecting the You with Vendors is an integral part of Visually’s model and maintaining a supply of Vendors is essential to Visually’s core business. You represent and warrants that it will not attempt to circumvent, or circumvent, any of the communication or payment methods provided by the Platform: this includes but is not limited to (i) submitting any proposals or soliciting any Vendors other than through the Platform; and (ii) paying any fees associated with the Creative Services other than to Visually as provided in this Agreement. During the term of this Agreement and for a period of three (3) years after, You represents and warrants it will not pay Vendors introduced to You outside the Visually Marketplace nor directly or indirectly solicit the Vendors to provide services outside the Visually Marketplace. Should You breach its warranty in this section, You will pay Visually a placement fee equal to the greater of (i) twenty-five percent (25%) of the Vendor’s equivalent estimated annual compensation or contract value, or (ii) $5,000. You further represent and warrants the Platform will serve as the primary means of communication between You and Vendor regarding the Creative Services and Deliverables, which is essential to Visually’s ability to provide the Visually Services and assist the You in its usage of the Platform and the Vendor delivery of Creative Services.

Non-Circumvention and Non-Solicitation of Vendors. Connecting the You with Vendors is an integral part of Visually’s model and maintaining a supply of Vendors is essential to Visually’s core business. You represent and warrants that it will not attempt to circumvent, or circumvent, any of the communication or payment methods provided by the Platform: this includes but is not limited to (i) submitting any proposals or soliciting any Vendors other than through the Platform; and (ii) paying any fees associated with the Creative Services other than to Visually as provided in this Agreement. During the term of this Agreement and for a period of three (3) years after, You represents and warrants it will not pay Vendors introduced to You outside the Visually Marketplace nor directly or indirectly solicit the Vendors to provide services outside the Visually Marketplace. Should You breach it warranty in this section, You will pay Visually a placement fee equal to the greater of (i) twenty-five percent (25%) of the Vendor’s equivalent estimated annual compensation or contract value, or (ii) $5,000. You further represent and warrant the Platform will serve as the primary means of communication between You and Vendor regarding the Creative Services and Deliverables, which is essential to Visually’s ability to provide the Visually Services and assist the You in its usage of the Platform and the Vendor delivery of Creative Services.

ENGAGE TERMS

Platform & Services. ScribbleLive’s customers (each a “Customer”) must exercise a high degree of judgment and responsibility with respect to their use of ScribbleLive’s services and they must comply at all times with this Acceptable Use Policy (the “Policy”). If a Customer or any third-party affiliate of a Customer engages in any of the prohibited conduct identified below, this Policy will be deemed to be violated and ScribbleLive reserves the right to terminate its relationship with the Customer, including any Professional Services or Service Agreement then in effect with the Customer, or to take any other action provided by the relevant agreement. Upon detection or notification of an alleged violation of the Policy and prior to exercising any right of termination, ScribbleLive will initiate an immediate investigation into the violation. During the period of investigation, ScribbleLive services and/or outgoing publishing, content or syndication may be suspended from the offending user, Customer, or IP address(s) to prevent further violations. If a Customer is found, in ScribbleLive’s reasonable determination, to be in violation of this Policy, ScribbleLive may, at its discretion and without notice to the Customer, remove any or all content from an account, terminate or suspend the offending account and/or terminate or suspend any or all services under any Service Agreement then in effect with the Customer. No refunds or fees shall be repayable to the Customer in the event of such termination or during any period of suspension.

Prohibited Conduct 

The Customer may not use the ScribbleLive network or services in any way that adversely affects other ScribbleLive customers. This includes but is not limited to:

  1. gaining or attempting to gain unauthorized access to servers or services. Such attempts include: “Internet scamming” (tricking other people into releasing their passwords), password robbery, security hole scanning, port scanning, probing, monitoring or testing for system or network vulnerabilities;
  2. Exceeding or ignoring the TTL on any ScribbleLive service or feed;
  3. introducing viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, packet bombs, cancel bots, cross-site scripting, SQL injection or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  4. intentionally omitting, deleting, forging or misrepresenting transmission information, including headers, return addressing information and IP addresses;
  5. engaging in any of the foregoing activities using the service of another provider but channeling such activities through a ScribbleLive account.

Please note: Unmoderated or poorly moderated chat or discussion interfaces and other resource intensive uses of ScribbleLive may not be suitable for ScribbleLive and can adversely affect the service of other customers. To avoid problems please consult with a ScribbleLive sales representative before using ScribbleLive for these types of uses.

Adult related content including adult-oriented images, text and links ARE ONLY permitted on ScribbleLive with prior written permission from ScribbleLive.

The Customer must not include content or have links to content that is unlawful, or which comprises, includes, teaches or promotes:

  1. defamatory, fraudulent or deceptive statements;
  2. threatening, intimidating, abusive or harassing statements;
  3. statements advocating injury or physical harm against any group or individual;
  4. content that violates the privacy rights or intellectual property rights of others;
  5. content that unlawfully promotes or incites hatred;
  6. content that is otherwise reasonably considered offensive or objectionable by the relevant web community; or
  7. any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any municipal, provincial, federal or international law, order or regulation.
  8. illegal activities
  9. content that exploits or depicts children in a negative/sexual way;
  10. content that infringes on copyright, patents, trademarks, trade secrets, or other intellectual property including pirated computer programs, cracker utilities, warez and software serial numbers or registration codes;
  11. content that violates any law, statute, ordinance or regulation governing the Customer’s business or activities, including without limitation the laws and regulations governing export control, unfair competition, false advertising, consumer protection, issuance or sale of securities, trade in firearms, privacy, data transfer and telecommunications.


Prohibited Activities

Without limitation, the Customer may not use (or allow anyone else to use) our Services to:

  1. use, possess, post, upload, transmit, disseminate or otherwise make available content that is unlawful or violates the copyright or other intellectual property rights of others (as described in more detail below);
  2. participate in any illegal soliciting or gaming schemes;
  3. attempt to use the Services in such a manner so as to avoid incurring charges for usage;
  4. participate in any fraudulent activities, including impersonating any person or entity or forging anyone else’s digital or manual signature. You assume all risks regarding the determination of whether material is in the public domain;
  5. invade another person’s privacy, collect or store personal data about other users, or stalk or harass another person or entity;
  6. access any computer, software, data or any confidential, copyright-protected or patent-protected material of any other person, without the knowledge and consent of that person, or use any tools designed to facilitate access, such as “packet sniffers”;
  7. upload, post, publish, deface, modify, transmit, reproduce, distribute in any way or otherwise make available information, software or other material protected by copyright or other proprietary or contractual right (such as a non-disclosure agreement) or related derivative works, without obtaining permission of the copyright owner or rightsholder;
  8. use, reproduce, distribute, sell, resell or otherwise exploit the Services or content we provide or which you obtain through the Services for any commercial purposes unless expressly authorized to do so by ScribbleLive;
  9. copy, distribute, sub-license or otherwise make available any software, service or content we provide or make available to you or which you obtain through the Services, except as authorized by ScribbleLive;
  10. restrict, inhibit or interfere with the ability of any person to access, use or enjoy the Internet, the Services or any Equipment used to connect to the Services, or create an unusually large burden on our networks, including, without limitation, posting, uploading, transmitting or otherwise making available information or software containing a virus, lock, key, bomb, worm, Trojan horse or other harmful, limiting, destructive or debilitating feature, distributing mass or unsolicited e-mail (“spam”) or other messages, or otherwise generating levels of traffic sufficient to impede others’ ability to send or retrieve information, or to use the Services in an abusive manner in connection with any unlimited packages, options or promotions;
  11. disrupt any backbone network nodes or network service, or otherwise restrict, inhibit, disrupt or impede our ability to monitor or deliver the Services, any transmissions or data;
  12. interfere with computer networking or telecommunications service to or from any Internet user, host, provider or network, including, without limitation, denying service attacks, overloading a service, improperly seizing or abusing operator privileges (“hacking”), or attempting to “crash” a host;
  13. use the Services for anything other than your own personal purposes (such as reselling the Services, providing Internet access or any other feature of the Services to any third party) or share or transfer your Services without our express consent;
  14. impersonate any person or entity, including, without limitation, a ScribbleLive official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; or
  15. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services.


ScribbleLive Administrative Access

The Customer acknowledges that to facilitate efficient server management, inventory and related activities ScribbleLive servers may include a ScribbleLive administrative account and password, user event and page tracking code and/or any ScribbleLive monitoring or resource management systems or code. All reasonable precautions are made by ScribbleLive to maintain the security of these tools and the privacy of client data. The Customer will not tamper, hinder, delete or in any way change the functioning of these tools.


General

ScribbleLive cannot monitor or control all the activities of the Customers. Subject to its right to suspend or terminate use of its services or accounts by a Customer which has violated this Policy, ScribbleLive exercises no control over Customer content and does not actively screen or censor the activities or content of Customers. The Customer, not ScribbleLive, assumes all responsibility and liability relating to its Internet activities

TREND HUB TERMS

GRANT OF LICENSE. Subject to your full compliance with all of the terms and conditions of this Agreement, Trend Hub grants Licensee a non-exclusive, revocable, non-sublicensable, non-transferable license to access and use Trend Hub’s service and APIs (collectively "Trend Hub Service” or “Service”) to develop custom trending content products and solutions to be made available to Licensee for integration into its platform (“Licensee Application” or “Application”).

Service Modifications. Trend Hub reserves the right to modify the Trend Hub Service, and to release subsequent versions of the Service. You may be required to obtain and use the most recent version of the Trend Hub Service in order to obtain functionality of your Application with the Service.

PROPRIETARY RIGHTS. As between Trend Hub and Licensee, any and all content, documentation, code, data and related materials made available through the Trend Hub Service, any and all data and information collected and/or derived from the Service (including, without limitation, user data received from the Trend Hub Service or submitted to the Trend Hub Service), and all intellectual property rights in and to all of the foregoing, are and shall at all times remain the sole and exclusive property of Trend Hub and are protected by applicable intellectual property laws and treaties.

PROHIBITED USES. Licensee may not install or use the Trend Hub Service for any other purpose without Trend Hub's prior written consent. You agree to use the Trend Hub Service only for purposes that are legal, proper and in accordance with this Agreement. Licensee will not permit any person, directly or indirectly, to (i) reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy or, other than as explicitly permitted hereunder (except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation), or (ii) create derivative works of the Trend Hub Service, or any aspect or portion thereof, including without limitation, source code and algorithms. You shall not distribute or otherwise disseminate the Trend Hub Service by any means or in any form, except as an integral part of your Application. Licensee agrees that when using the Trend Hub Service, you will not, directly or indirectly, take or enable another to take any of the following actions:

-interfere with or disrupt services or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

-use the Service for any illegal or unauthorized purpose;

-circumvent or modify any Keys or other security mechanism employed by Trend Hub or the Trend Hub Service;

-request, collect, solicit or otherwise obtain access to sign-in names, passwords or other authentication credentials for Trend Hub, other than by directing users to Trend Hub in the mechanism specifically provided by the Trend Hub Service;

-use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the Service or collect information about users for any unauthorized purpose; or,

-transmit any viruses, worms, defects, Trojan horses or any items of a destructive nature.

DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE TREND HUB SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TREND HUB EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) TREND HUB DOES NOT WARRANT THAT (i) THE TREND HUB SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT KNOWN OR DISCOVERED ERRORS WILL BE CORRECTED; OR (iii) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR (iv) WILL MEET YOUR EXPECTATIONS.

(c) TREND HUB IS NOT RESPONSIBLE FOR ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, ALL OF WHICH IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TREND HUB'S EMPLOYEES OR AGENTS, OR THROUGH OR FROM THE USE OF THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

LIMITATION OF LIABILITY

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL TREND HUB OR ITS VENDORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF TREND HUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, TREND HUB DISCLAIMS ALL LIABILITY OF ANY KIND OF TREND HUB'S VENDORS.

COMMUNITY CONTENT TERMS

ScribbleLive Administrative Access. Customer acknowledges that to facilitate efficient platform management, inventory, and related activities ScribbleLive platforms may include a ScribbleLive administrative account and password, user event, and page tracking code and/or any ScribbleLive monitoring or resource management systems or code. All reasonable precautions are made by ScribbleLive to maintain the security of these tools and the privacy of client data. Customer. will not tamper, hinder, delete, or in any way change the functioning of these tools.

Platform and Content Ownership. As between the party’s customer will own all right. title and interest in and to all content submitted by end users of the platform as implemented. Except as expressly provided in this Agreement, ScribbleLive does not have any right or claim to use any such content which is uploaded to the platform except as necessary to make such content available pursuant to the terms of this Agreement. Except for the licenses expressly granted Scribble retains all rights, title and interest in the platform. Customer will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code for the platform or create or attempt to create a substitute or similar service or product through use of or access to the platform or proprietary information related thereto, provided that. subject to Customer’ compliance with the terms of this paragraph and its confidentiality obligations hereunder.

User Data. The parties agree that as between the parties all data and information collected from users of the platform, including, without limitation, any personally-identifying information (e.g., name, address, email address, etc.) and any information pertaining to videos posted by any such end users (collectively, "User Information") will be owned exclusively by Customer.

Statistical Data. Traffic, page view and any and all other statistical information generated, collected or created from the platform as implemented will be considered proprietary information of Customer and as between the parties all right, title and interest in such Statistical Data is solely owned by Customer. Scribble may use the Statistical Data solely as necessary to perform its obligations under this Agreement and for no other purpose. Upon expiration or termination of this Agreement or the earlier written request, Scribble will promptly destroy, and certify Its destruction in writing, any and all Statistical Data within its possession or control.