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.

 

 

This Agreement was last updated on April 19, 2019. It is effective between you and Scribble Technologies, Inc. (“Scribble” or “ScribbleLive” or “Visually”) as of the Order Form Effective Date (“Effective Date”).

PLEASE READ THESE MARKETPLACE TERMS FOR VENDORS (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY VISUALLY, INC. (“VISUALLY”). BY USING THE SERVICES IN ANY MANNER, YOU OR THE ENTITY YOU REPRESENT (“VENDOR”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND VENDOR. USE OF VISUALLY’S SERVICES IS EXPRESSLY CONDITIONED UPON VENDOR’S ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF VENDOR DOES NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, NAVIGATE AWAY FROM THIS PAGE AND CLIENT WILL HAVE NO RIGHT TO USE THE SERVICES.

1SERVICES.

1.1 Visually provides an online, on-demand, creative service via a freelance workforce and online collaboration platform (collectively, the “Platform”).The Platform allows a client (“Client”) to identify and connect with service providers (“Vendors”) for the provision of creative services (“Creative Services”). Subject to the terms and conditions of this Agreement, Visually will use commercially reasonable efforts to (i) assist Client in using the Platform (ii) scope Client’s requirements for Creative Services; (ii) identify one or more appropriate Vendors to provide such Creative Services; and (iv) provide additional assistance to Client in connection with the receipt of such Creative Services, as may be required by mutual agreement (collectively, the “Visually Services”). For the avoidance of doubt, Visually does not provide, nor is Visually obligated to provide, any Creative Services. Vendor acknowledges and agrees that Vendors provide Creative Services to Client directly and assume sole responsibility for all aspects of their Creative Services, including any Deliverables as are defined below.

2QUOTE; PLATFORM.

2.1 Visually will provide Client a Quote for Creative Services (“Quote”) which will provide (i) general nature of the Creative Services requested; (ii) deliverables to be provided (“Deliverables”); (iii) timeline and deadline(s) for the Creative Services as may be provided in Visually policies and guidelines; (iv) fees to be paid by Client for the Creative Services, Deliverables, and Visually Services as may be provided in Visually policies and guidelines (“Fees”). When a Quote is accepted by Client, Visually will provide Client a link to the Platform where they can develop a Creative Brief for the Creative Services. (“Creative Brief”). Examples of Visually’s current form of Creative Brief are available at help.visual.ly . Following submission of a Creative Brief, Visually will identify one or more potential Vendors to perform Client’s requested Creative Services as set forth in the Quote and Creative Brief. Client may reject, via the Platform, any Vendor(s) identified by Visually, in which instance Visually will attempt to identify one or more additional Vendors to perform such Creative Services. Once Client selects a Vendor(s), Visually will confirm that Vendor accepts the Creative Brief and will provide the Creative Services and any Deliverables. Vendor acknowledges and agrees that once a Vendor has agreed to provide the Creative Services and any Deliverables associated with a Creative Brief, the Creative Services will commence, Vendor will complete the Creative Services, and all Fees will be due and payable as provided in Quote. Should a Client request additional Creative Services or Deliverables once a Vendor has commenced work, Visually retains the right to change the Fees associated with the Quote, upon notice to Vendor. Vendor agrees that once Vendor accepts a Creative Brief, Vendor will not provide any similar Creative Services to Client, other than through the Platform.

3FEES.

3.1 Payment for all Fees must be made through the Platform. Fees payable to Vendor will be payable upon the earliest of: (i) thirty (30) days following completion of the Creative Brief and delivery of any Deliverables; or (ii) Visually determining, in its sole discretion, that services performed under the Creative Brief are complete and any Deliverables have been delivered. Notwithstanding anything to the contrary, Visually is not obligated to make any payment to Vendor until: (i) Vendor has completed services under a Creative Brief, including the delivery of any Deliverables; and (ii) Visually has received payment in full from Client for the Creative Services. Should the Client reject the Deliverables or request that Vendor be removed and the project reassigned, Visually will determine at its sole discretion whether Vendor will be paid for any partial Creative Services provided.

4OWNERSHIP.

4.1 Vendor acknowledges and agrees that any Creative Services and/or Deliverables provided under this agreement will be considered work(s) made for hire (as defined in the U.S. Copyright Act, 17 U.S.C. § 101). Subject to payment of all outstanding Fees, Client will own all right, title and interest in and to all Creative Services and/or Deliverables provided to Client by Vendor, and Vendor agrees to assist Visually and/or Client in any way to make 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, Vendor will grant a Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, 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 tools, templates, methods, 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 Client hereunder, then Visually shall and hereby does grant Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable, transferable right and license to use such Visually Background Materials solely in connection with Client’s use of such Deliverables. Vendor hereby grants Visually a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable, transferable right and license to copy, modify, publicly perform and publicly display the Deliverables on Visually’s website.

5DISPUTE.

5.1 In the event of a dispute between Client and Vendor with respect to the Creative Services or Deliverables, such dispute will be submitted to Visually in writing on, before, but no later than ten (10) business days from Client's receipt of the invoice(s) for same services, and if following review, the dispute(s) are found to be valid Visually will resolve such dispute(s) in its reasonable discretion. Vendor agrees that any such resolution will be final and binding. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542 (AND ANY SIMILAR LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.") This release shall not apply to a claim that Visually failed to meet its obligations under this Agreement.

6NON-CIRCUMVENTION.

6.1 Vendor represents and warrants the Platform will serve as the primary means of communication between Client and Vendor regarding the Creative Services and Deliverables. Vendor further represents 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) accepting any proposals or solicit any Client other than through the Platform, and (ii) accepting any fees associated with any Creative Services other than from Visually, as provided in this Agreement. Should Vendor breach its warranty in this section, Vendor will pay Visually a 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.

7SUSPENSION OF ACCESS.

7.1 Visually retains the right, to immediately prevent or restrict access to the Platform or take any other action as necessary in case of technical problems, infringing or objectionable material, inaccurate listings, inappropriately categorized products or services, or actions otherwise prohibited by applicable law, the guidelines contained on the Platform, or for any other reason in the sole and absolute discretion of Visually, and to correct any inaccurate listing or technical problems on the Platform.

8TERM AND TERMINATION.

8.1 This Agreement, and any modifications that are posted on the Visually Platform, will commence upon Vendor’s first use of the services and will continue in full force and effect for a period of one (1) year (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for additional one (1) year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”). Either party may terminate this Agreement for any reason by providing thirty (30) days’ notice to the other party. In addition, Visually may terminate this Agreement in the event that Vendor materially breaches this Agreement and does not materially cure such breach within ten (10) days of such notice. Notwithstanding the foregoing, if at the time this Agreement is terminated there are outstanding Creative Services and Deliverables, then this Agreement shall survive until the completion and payment of such Creative Services and Deliverables.

9CONFIDENTIAL INFORMATION.

9.1 Each party shall keep confidential and not disclose to any other party or use, except as required by this Agreement, non-public information obtained from the other party; provided, however, that neither party shall be prohibited from disclosing or using information, (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section, (ii) that is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto, (iii) that is or has been independently acquired or developed by such party, (iv) to the minimum extent use or disclosure is required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to the other parties prior to making any such use or disclosure. Vendor also agrees that it shall keep confidential and not disclose to any other party or use, except as required by this Agreement, non-public information obtained from a Client, provided, Vendor will not be prohibited from disclosing or using information, (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of Vendor, (ii) that is or has been disclosed to Vendor by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto, (iii) that is or has been independently acquired or developed by Vendor, (iv) to the minimum extent use or disclosure is required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to the other parties prior to making any such use or disclosure.

10RELATIONSHIP OF THE PARTIES.

10.1Vendor is an independent contractor and is not an employee, agent, partner or joint venturer of either Visually or any Clients. Vendor will not bind nor attempt to bind Visually or any Client to any contract. Vendor is not eligible to participate in Visually’s or any Client’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Neither Visually nor any Client will provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to a Vendor. Vendor will provide Visually with any information required for tax reporting purposes, and will comply (at Vendor’s expense) with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. If Vendor is an entity, Vendor will ensure that its employees, contractors and others involved in the Creative Services, if any, are bound in writing to the foregoing, and to all of Vendor’s obligations under any provision of this Agreement, and Vendor will be responsible for any noncompliance by them.

11GENERAL TERMS.

11.1Notwithstanding anything to the contrary in this Agreement, Visually shall not be prohibited or enjoined at any time by Vendor 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 Vendor or Client.

11.2Vendor represents and warrants that (i) Vendor will perform all services in a professional and workmanlike manner, in accordance with generally accepted applicable professional and industry standards (ii) will deliver, on time, all Creative Services and/or Deliverables to Client, and (iii) Vendor will comply with all federal, state, and local laws and regulations. In the event Vendor breaches any of the above warranties in any material respect, Visually may exercise all rights and remedies available to it under applicable laws and all other rights and remedies under this Agreement.

11.3Vendor agrees to indemnify, defend, and hold Visually and/or Client harmless from and against any claims, costs, liabilities, and expenses (including reasonable attorneys’ fees) paid or payable to an unaffiliated third party arising from (i) Vendor’s breach of this Agreement; (ii) any claim that Vendor has infringed another’s intellectual property right; or (iii) any violation of applicable laws by Vendor.

11.4EXCEPT FOR VENDOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR VENDOR’S OBLIGATIONS UNDER SECTION 13, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT TORT, NEGICENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (I) ANY DAMAGES RESULTING FROM LOSS OF DATA OR USE; OR (II) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMANGES; OR (III) FOR ANY AMOUNTS IN EXCESS (IN THE AGREEGATE OF THE AMOUNTS PAID OR PAYABLE TO VISUALLY UNDER THIS AGREEMENT DURING THE TWLEVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.5During the term of this Agreement, and for a period of one (1) year thereafter, neither party will directly or indirectly solicit the employees of the other party for full time employment without the prior written consent of such other party.

11.6Vendor may not assign, delegate or transfer this Agreement or any rights or obligations hereunder in any way (by operation of law or otherwise) without Visually’s prior written consent. Visually may transfer, assign, subcontract or delegate this Agreement and any rights and obligations without consent.

11.7For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract.

11.8Visually will be solely responsible for its income taxes in connection with this Agreement and Vendor will be responsible for sales, use and similar taxes, if any.

11.9This Agreement, along with the Privacy Policy (found at: https://www.scribblelive.com/legal/privacy-policy/) which is incorporated by reference, sets forth the entire understanding of the parties as to the subject matter herein and may not be modified except in a writing executed by both parties.

11.10This Agreement is governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California.

11.11Modifications. Visually reserves the right, at its sole discretion, to modify or replace this Agreement, or change, suspend, or discontinue the Platform and Visually Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Platform or by sending Vendor an email. It is Vendor’s responsibility to check this Agreement periodically for changes. Vendor’s continued use of the Platform or Visually Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

This Agreement was last updated on April 19, 2019. It is effective between you and Scribble Technologies, Inc. (“Scribble” or “ScribbleLive” or “Visually”) as of the Order Form Effective Date (“Effective Date”).

THESE TERMS OF USE FOR VISUALLY CONTENT COMMUNITY USERS CREATE A CONTRACT BETWEEN YOU (“YOU” OR “USER”) AND VISUALLY, INC. (THE “AGREEMENT”, “TERMS”, OR “TERMS OF USE”). PLEASE REVIEW THESE TERMS CAREFULLY BEFORE USING THE SERVICES OFFERED BY VISUALLY, INC. (“VISUALLY”). BY USING THE SERVICES IN ANY MATTER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE VARIOUS WEBSITES OWNED AND OPERATED BY VISUALLY, INCLUDING, WITHOUT LIMITATION, THE VISUALLY.COM WEBSITE AND DOMAIN NAME (“SITES”), AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED FROM TIME TO TIME BY VISUALLY IN CONNECTION THEREWITH (COLLECTIVELY “SERVICE”). YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ASSENT TO THSES TERMS AND CONDITIONS. USE OF VISUALLY’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. BY USING THE SITES AND/OR VISUALLY’S SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITES. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, NAVIGATE AWAY FROM THIS PAGE AND YOU WILL HAVE NO RIGHT TO USE THE SERVICES.

1ACCEPTANCE.

1.1 To the extent allowed by law, Visually reserves the right, at its sole discretion, to modify or replace this Agreement, or change, suspend, or discontinue the Content Community and Visually Services at any time by posting a notice on the Platform or by sending You an email, both of which would be deemed a modification of the Agreement. It is Your responsibility to check this Agreement periodically for changes. Your continued use of the Content Community or Visually Services following the posting of any changes to this Agreement constitutes acceptance of those changes. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Visually from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

2CONSENT TO USE ELECTRONIC RECORDS.

2.1 In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.

2.2 By registering to use the Visually platform, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that Visually would otherwise be required to provide to you in paper form. Visually will generally communicate with you electronically; however, Visually reserves the right, in its sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which you have registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. If you withdraw your consent to receive such records and notices electronically, we will terminate your access to the Visually and the services it provides. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective. To ensure that Visually is able to provide records and notices to you electronically, you must notify us of any change in your email address.

3USER ELIGIBILITY.

3.1 To use the Visually platform, you must register with Visually. To register you must be a legal entity or an individual 18 years or older who can form legally binding contracts and that all registration information you submit is accurate and truthful. When you register you also must agree to the terms of this Agreement. By registering you agree to abide by this Agreement. Visually may in its sole discretion refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. You agree that you are not: (a) a citizen or resident of a geographic area in which access or use of Visually’s platform is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.

4PRIVACY.

4.1 Visually's current Sites privacy statement is located at (the “Privacy Policy”).

5RULES.

6As a condition of use, you promise not to use the Service for any purpose that is prohibited by the

Terms of Use. The Service (including, without limitation, any Content, or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Visually or its partners on or through the Service. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that: infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; constitutes unauthorized or unsolicited advertising, junk, spam or bulk e-mail (including without limitation any postings to third party social media sites which are linked to the Site or the Service); involves commercial activities and/or sales without Visually’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Visually or any third party; or impersonates any person or entity, including any employee or representative of Visually. Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Visually in its sole discretion) an unreasonable or disproportionately large load on Visually’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Visually may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); or (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Sites. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. Visually reserves the right to remove any Content from the Sites or Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Visually is concerned that you may have violated the Terms of Use), or for no reason at all.

7FEES.

7.1 Visually reserves the right to require payment of fees for certain features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees, as described on the Sites in connection with such features. Visually reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the Sites. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.

8SITE TERMS AND CONTENT.

8.1 The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Sites. When you access third party websites, you do so at your own risk. These other websites are not under Visually's control, and you acknowledge that Visually is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Visually or any association with its operators. You further acknowledge and agree that Visually shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

8.2 You agree that the Service contains Content specifically provided by Visually or its partners or users and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right. You may, to the extent the Sites expressly authorize you to do so, download or copy the Content, and other items displayed on the Sites for download, for personal use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from Visually, or from the copyright holder identified in such Content's copyright notice.

8.3 The Service may provide you with the ability to upload, submit, disclose, distribute or otherwise post (hereafter, “posting”) data, text, photographs, graphics, visualizations, videos, audio clips, written forum comments, software, scripts, works of authorship or other information or content, to the Services (“User Submissions”).By posting User Submissions on or at any of the Sites or otherwise through the Service, you hereby do and shall grant Visually a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Sites, the Service and Visually’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Sites and/or the Service a non-exclusive license to access your User Submissions through the Sites and the Service, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Sites and the Service and under these Terms of Use. For clarity, the foregoing license grant to Visually does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing. You represent and warrant that you own or otherwise control all rights to such User Submissions and that disclosure and use of such User Submissions by Visually (including without limitation, publishing content on or at the Sites) will not infringe or violate the rights of any third party; and you acknowledge and agree that: (i) without limiting the license granted by you to Visually with respect to your User Submissions, Visually shall have the right to reformat, excerpt, or translate your User Submissions; (ii) all information publicly posted or privately transmitted through the Sites is the sole responsibility of the person from which such content originated; (iii) Visually will not be liable for any errors or omissions in any content; and (iv) Visually cannot guarantee the identity of any other users with whom you may interact in the course of using the Service. Visually does not endorse and has no control over any User Submission. Visually cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service and all User Submissions provided by you are is at your own risk and you will be solely responsible for any damage or loss to any party resulting there from. Visually has no obligation to monitor the Site, Service, Content, or User Submissions. Visually may remove any User Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Submission), or for no reason at all. Under no circumstances will Visually be liable in any way for any Content or User Submissions, including, but not limited to, any errors or omissions in any Content or User Submissions, or any loss or damage of any kind incurred in connection with use of or exposure to any Content or User Submissions posted, emailed, accessed, transmitted or otherwise made available via the Service.

9TERMINATION.

10Visually may terminate your access to all or any part of the Service at any time, with or without

cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Sites. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

11WARRANTY AND INDEMNITY.

11.1Visually has no special relationship with or fiduciary duty to you. You acknowledge that Visually has no control over, and no duty to take any action regarding: which users gains access to the Website; what Content you access via the Website; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Visually from all liability for you having acquired or not acquired Content through the Sites. The Sites may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Visually makes no representations concerning any content contained in or accessed through the Sites, and Visually will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites. THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED “AS IS”AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VISUALLY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Electronic Communications Privacy Act Notice (18USC 2701-2711): VISUALLY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITES OR ANY WEBSITE LINKED TO THE SITES. Visually will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Visually’s equipment, transmitted over networks accessed by the Sites, or otherwise connected with your use of the Service.

11.2You shall defend, indemnify, and hold harmless Visually, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) your use or misuse of, or access to, the Sites, Service, Content or otherwise from your User Submissions, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Visually reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Visually in asserting any available defenses.

11.3The Content provided by or through the Service is for entertainment purposes only, and should not be relied upon. Visually makes no representations or warranties concerning the appropriateness, accuracy, reliability, usefulness, completeness, or timeliness of such Content. No Content is intended to substitute for personal advice from a qualified professional. When applicable, always seek the advice of a qualified professional, and never disregard professional advice or delay in seeking it because of any Content. By using the Service, you agree that Visually shall not be responsible for (1) any Content, (2) any person’s reliance on any such Content, whether or not correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any Content or otherwise as a result of your use of the Service.

11.4IN NO EVENT SHALL VISUALLY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

12GENERAL TERMS.

12.1Visually makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

12.2A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Visually agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

12.3The Terms of Use are the entire agreement between you and Visually with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Visually with respect to the Sites. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

12.4Visually shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Visually’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Visually's prior written consent. Visually may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

12.5Unless otherwise indicated, the Terms of Use and all Content provided by Visually are copyright B) 2011 Visually, Inc. All rights reserved. Visually is either a trademark or registered trademarks of Visually. The names of any actual companies and products mentioned at the Sites may be the trademarks of their respective owners. Digital Millennium Copyright Act Notice. As Visually asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that any material located on or linked to by or through the Service violates your copyright, you may notify Visually in accordance with the following policy. It is Visually’s policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

12.6If you believe that Content residing on or accessible through the Site or Service infringes a copyright, please send a written notice of copyright infringement containing the following information to the Designated Agent listed below: A physical or electronic signature of the owner of the copyright that has been allegedly infringed, or a person authorized to act on such person’s behalf; Identification of the copyrighted works or materials allegedly being infringed; Identification of the Content that is claimed to be infringing including information regarding the exact location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Visually is capable of finding and verifying its existence; Contact information about the notifier including address, telephone number and, if available, e-mail address; A statement that the notifier has a good faith belief that the use of the allegedly infringing Content is not authorized by the copyright owner, its agent, or the law; and A statement made under penalty of perjury that the information provided is accurate and the notifying party is the copyright holder is authorized to make the complaint on behalf of the copyright owner. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent: It is Visually’s policy: to remove or disable access to the infringing Content; to notify the Content provider, member or user that it has removed or disabled access to the Content; and that repeat offenders will have the infringing Content removed from the system and that Visually will terminate such content provider’s, member’s or user’s access to the service. Procedure to Supply a Counter-Notice to the Designated Agent: If the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below: A physical or electronic signature of the Content provider, member or user; Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; A statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and Content provider’s, member’s or user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Visually is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Designated Agent, Visually’s may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Visually’s discretion. Contact. You may contact Visually at the following address: Legal Department Visual.ly, 201-662 King Street West Toronto, ON M5V 1M7

This Agreement was last updated on April 19, 2019. It is effective between you and Scribble Technologies, Inc. (“Scribble” or “ScribbleLive” or “Visually”) as of the Order Form Effective Date (“Effective Date”).

PLEASE READ THESE MARKETPLACE TERMS FOR VISUALLY TEAMS (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY VISUALLY, INC. (“VISUALLY”). BY USING THE SERVICES IN ANY MANNER, YOU OR THE ENTITY YOU REPRESENT (“CLIENT”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CLIENT. USE OF VISUALLY’S SERVICES IS EXPRESSLY CONDITIONED UPON CLIENT’S ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF CLIENT DOES NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, NAVIGATE AWAY FROM THIS PAGE AND CLIENT WILL HAVE NO RIGHT TO USE THE SERVICES. Visually reserves the right, at its sole discretion, to modify or replace this Agreement, or change, suspend, or discontinue the Platform and Visually Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Platform or by sending Client an email. It is Client’s responsibility to check this Agreement periodically for changes. Client’s continued use of the Platform or Visually Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

1 SERVICES.

1.1 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 client with service providers (“Vendors”). Visually also provides a set of services to (i) assist Client in using the Platform (ii) scope Client’s requirements for Creative Services; (ii) identify one or more appropriate Vendors to provide such Creative Services; and (iv) provide additional assistance to Client 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 client. While the Visually Services are intended to assist the Client in procuring the desired Creative Services, the Client assumes responsibility for working with the Vendors and providing the required feedback, input and adherence to agreed-upon duration for a successful project.

2 QUOTES.

2.1 Visually will provide Client an online Quote for Membership Agreements, as well as Creative Services (“Quote”) which will provide (i) general nature and details of the Membership Agreement and/or Creative Services; (ii) deliverables to be provided (“Deliverables”); (iii) timeline and deadline(s) for the Creative Services (iv) fees to be paid by Client for the Membership and/or Creative Services/Deliverables (as provided on Exhibit A), and Visually Services (“Fees”). When a Creative Services Project Quote is accepted by Client, Visually will provide Client a link to the Platform where they can develop a Creative Brief for the Creative Services. (“Creative Brief”). Examples of Visually’s current form of Creative Brief are available at help.visual.ly. Following submission of a Creative Brief, Visually will identify one or more potential Vendors to perform Client’s requested Creative Services as set forth in the Quote and Creative Brief. Client may reject, via the Platform, any Vendor(s) identified by Visually, in which instance Visually will attempt to identify one or more additional Vendors to perform such Creative Services. Once Client selects a Vendor(s), Visually will confirm that such Vendor accepts the Creative Brief and the Vendors will begin the delivery of the Creative Services, assuming all required materials and assets are provided by Client. Client acknowledges and agrees that once a Vendor has confirmed they will provide the Creative Services and any Deliverables associated with a Creative Brief, the Creative Services will commence. Should Client request additional Creative Services or Deliverables once a Vendor has commenced work, Visually retains the right to change the Fees associated with the Quote, upon notice to Client. Client further acknowledges and agrees that all Vendors are independent contractors and are not employees, agents, partners or joint venturers of either Visually or Client

3 FEES.

3.1 All Fees will be invoiced upon quote acceptance by Client and all Fees are due net thirty (30) days from date of invoice. All Fees shall be payable in U.S. dollars and are exclusive of all taxes. Ownership of assets and usage rights do not transfer to Client until invoices are paid in full. If Client has a good faith belief that it has been incorrectly billed by Visually, Client must contact Visually 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 Client has notified Visually of such dispute with invoiced fees, payments not received by Visually by the due date shall bear interest of one and one half percent (1.5%) or the maximum rate allowed by law. Client shall be responsible for all reasonable 3rd party collection costs & legal fees incurred by Visually in collecting amounts due. Visually reserves the right to revoke any discounts applied to invoices past due. Paid unused services must be used within 90 days from the date of invoice to avoid a contract cancellation fee equal to the full amount of the original invoice. All Fees are nonrefundable and are not subject to set-off.

4 OWNERSHIP.

4.1 Subject to Client’s compliance with this Agreement and subject to payment of all outstanding Fees, Client 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 Client, 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 Client 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 Client hereunder, then Visually shall and hereby does grant Client a perpetual, irrevocable, worldwide, royalty-free, nonexclusive, sublicensable, transferable right and license to use such Visually Background Materials solely in connection with Client’s use of such Deliverables. For broadcast usage specifically, if Client 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 of these aforementioned assets must be purchased and managed by Client. Client hereby grants 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.

5 DISPUTE.

5.1 In the event of a dispute between Client and Vendor with respect to the Creative Services or Deliverables, such dispute will be submitted to Visually in writing on, before, but no later than ten (10) business days from Client's receipt of the invoice(s) for same services, and if following review, the dispute(s) are found to be valid Visually will resolve such dispute(s) in its reasonable discretion. Client agrees that any such resolution will be final and binding.

6 NON-CIRCUMVENTION.

6.1 Connecting the Client with Vendors is an integral part of Visually’s model, and maintaining a supply of Vendors is essential to Visually’s core business. Client represents 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, Client represents and warrants it will not pay Vendors introduced to Client outside the Visually Marketplace nor directly or indirectly solicit the Vendors to provide services outside the Visually Marketplace. Should Client breach its warranty in this section, Client 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. Client further represents and warrants the Platform will serve as the primary means of communication between Client and Vendor regarding the Creative Services and Deliverables, which is essential to Visually’s ability to provide the Visually Services and assist the Client in its usage of the Platform and the Vendor delivery of Creative Services.

7 SUSPENSION OF ACCESS.

7.1 Visually retains the right, to immediately prevent or restrict access to the Platform or take any other action as necessary in case of technical problems, infringing or objectionable material, inaccurate listings, inappropriately categorized products or services, or actions otherwise prohibited by applicable law, the guidelines contained on the Platform, or for any other reason in the sole and absolute discretion of Visually, and to correct any inaccurate listing or technical problems on the Platform.

8 TERM AND TERMINATION.

8.1 This Agreement will commence the Effective Date set forth above and will continue in full force and effect for a period of one (1) year (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for additional one (1) year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”). Either party may terminate this Agreement in the event that the other party materially breaches this Agreement and does not materially cure such breach within ten (10) days of such notice. Notwithstanding the foregoing, if at the time this Agreement is terminated there are outstanding Creative Services and Deliverables, then this Agreement shall survive until the completion and payment of such Creative Services and Deliverables.

9 CONFIDENTIAL INFORMATION.

9.1 Each party shall keep confidential and not disclose to any other party or use, except as required by this Agreement, non- public information obtained from the other party; provided, however, that neither party shall be prohibited from disclosing or using information, (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section, (ii) that is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto, (iii) that is or has been independently acquired or developed by such party, (iv) to the minimum extent use or disclosure is required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to the other parties prior to making any such use or disclosure.

10 WARRANTIES AND LIABILITIES.

10.1 Visually warrants that the Visually Services and Creative Services will be performed in a professional and workmanlike manner, in accordance with generally accepted applicable professional and industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, ALL VISUALLY SERVICES AND CREATIVE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND VISUALLY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, and the stated express warranties are in lieu of all other obligations or performance liabilities arising out of or in connection with the services provided under this Agreement.

10.2 Each party agrees to indemnify, defend, and hold the other harmless from and against any claims, costs, liabilities, and expenses (including reasonable attorneys’ fees) paid or payable to an unaffiliated third party arising from (i) any claim that party has infringed another’s intellectual property right; or (ii) any violation of applicable laws.

10.3 EXCEPT FOR A PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY) , NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT TORT, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (I) ANY DAMAGES RESULTING FROM LOSS OF DATA OR USE; OR (II) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR (III) FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID OR PAYABLE TO VISUALLY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11 GENERAL TERMS.

11.1 Notwithstanding anything to the contrary in this Agreement, Visually shall not be prohibited or enjoined at any time by Client 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 Client.

11.2 Client agrees not to do any of the following: (i) use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Platform other than the search engine and search agents available from Visually on the Platform and other than generally available third party web browsers; (ii) attempt to decipher, decompile, disassemble or reverse engineer any of the software embodied in the Platform; (iii) use, or access the Platform for the purpose of initiating, advising, developing, operating a product or on-line marketplace in competition with the Platform.

11.3 Visually’s online platform contains forms, policies, and agreements where the users accept contractual terms. Should there be any conflict or discrepancies between this Agreement and any terms contained in the Online Order Form or Visually’s online platform, the terms of this agreement will supersede. All of Visually’s guidelines and policies are available for review at help.visual.ly.

11.4 Client may not assign, delegate or transfer this Agreement or any rights or obligations hereunder in any way (by operation of law or otherwise) without Visually’s prior written consent. Visually may transfer, assign, subcontract or delegate this Agreement and any rights and obligations without consent.

11.5 For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract.

11.6 Visually will be solely responsible for its income taxes in connection with this Agreement and Client will be responsible for sales, use and similar taxes, if any.

11.7 This Agreement, along with the Privacy Policy (found at: https://www.scribblelive.com/legal/privacy-policy/) which is incorporated by reference, sets forth the entire understanding of the parties as to the subject matter herein and may not be modified except in a writing executed by both parties.

11.8 This Agreement is governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California.