Last Modified: March 10, 2023
IMPORTANT: THE FOLLOWING TERMS OF SERVICE (these “Terms”) APPLY TO YOUR USE OF THE NARRATIVE SERVICES. PLEASE READ THEM CAREFULLY AS YOU MUST AGREE TO THESE TERMS IN ORDER TO USE THE NARRATIVE SERVICES.
By accepting this Agreement by: (a) clicking a box indicating acceptance; (b) executing an Order Form that references this Agreement; or (c) using Narrative Services, Client agrees to the terms of this Agreement.
NARRATIVE I/O, INC. (“Narrative”, “we”, “our”, or “us”) owns and operates a data marketplace (the “Narrative Marketplace”) and permits both Data Buyers and Data Providers which agree to these Terms to access and participate in the Narrative Marketplace and use the Narrative Services. These Terms apply to any user of the Narrative Services, which includes the entity completing and submitting the Account registration information (“Client” or “you”) as well as each Authorized User. If Client does not accept all terms of these Terms, then Client may not use the Narrative Services.
These Terms can be changed, modified, supplemented, and/or updated by us at any time; provided that we will endeavor to provide you with prior notice of any material changes. Your continued use of the Narrative Service after the modification of these Terms indicates your acceptance of the changes. Please review these Terms each time you access the Narrative Service to stay up to date on any changes to these Terms.
Agreement means, together, the Terms of Service and any attachments, addenda or exhibits referenced in the Agreement, and any Order Forms that reference this Agreement.
Client Data means data made available to Narrative by Client in connection with the Narrative Services, excluding Usage Data.
Documentation means any documentation and information regarding the Narrative Services that is delivered by Narrative to Client in electronic or other form, if any, including any updates provided by Narrative from time to time.
Effective Date means the date which is the earlier of (a) the effective date of the initial Order Form that references this Agreement, (b) the date of last signature of the Agreement, or (c) the date you first access or use any Narrative Services.
Narrative Data means all analytics, data, device ids, and information processed by Narrative in connection with the Narrative Services, or that result from performance of the Narrative Services, but excluding Client Data.
Narrative IP means, collectively, the Narrative Services, Narrative Technology, Narrative Data, and Usage Data.
Narrative Services means the products and/or services that are provided by Narrative, including the right to access and use the Narrative data platform services (the “Platform Services”) and data marketplace (the “Narrative Marketplace”), and any products/services provided through the Narrative website available at www.narrative.io (the “Website”).
Narrative Technology means all ideas, concepts, inventions, systems, platforms, software, interfaces, APIs, designs, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information that are used by Narrative in providing the Narrative Services, other than Client Data.
Order Form means a Narrative ordering document, online order (including the provision of any Narrative Services as may be enacted by Client) or similar agreement for the provision of Narrative Services, entered into by the parties or any of their Affiliates, incorporated by reference into, and governed by, the Agreement.
Usage Data means usage and operations data in connection with Client’s use of the Narrative Services and Narrative Technology, including query logs and metadata.
2.1 Narrative Services. Subject to the terms and conditions of this Agreement, Narrative grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Narrative Services, solely in the manner intended by Narrative. The Narrative Services are solely for use by Client and Client’s authorized personnel or representatives who use the Narrative Services through Client’s Account (“Authorized Users”), and not for resale. Narrative reserves the right without notice to: (a) restrict and/or terminate your access to the Narrative Services (or any portion thereof); and (b) modify or discontinue providing the Narrative Services (or any portion thereof). Client shall ensure that all Authorized Users comply with this Agreement and Client is responsible and liable for all acts of omission by such Authorized Users.
2.2 Account Registration. To access the Narrative Services you must create and maintain a user account (an “Account”) in good standing (each such user, a “Registered User”). You acknowledge that in the event you provide any information to us which is untrue, inaccurate, not current or incomplete, we may terminate this Agreement and your continued access and use of the Narrative Services. You represent and warrant that you are at least eighteen (18) years of age, that you have not been previously suspended or removed from the Narrative Services, and that you possess the legal right and ability to enter into this Agreement. If you are accessing or using the Narrative Services on behalf of an entity, you represent and warrant that you have all rights, power, and authorization to bind such entity. You are entirely responsible for maintaining the security and confidentiality of your Account and for all use of the Narrative Services occurring under your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security.
2.3 License Grant to Narrative. Client hereby grants Narrative a nonexclusive, worldwide, royalty-free license to use, reproduce, perform, display, modify, distribute and transmit (a) the Client Data solely to the extent necessary to provide the Narrative Services to Client, to prevent or address service or technical problems therein, or as may be required by law; and (b) trademarks, service marks, logos and trade names of Client in connection with Narrative’s provision and promotion of the Narrative Services.
2.4 Affiliates. Any affiliate of either party may perform and/or receive services under the Agreement provided that such affiliate and the other party (or the affiliate of such other party) mutually agree to and execute an Order Form with respect to the services performed and/or received for such affiliate. In such event, all references to “Narrative” or “Client” as applicable will be deemed to refer to such affiliate as if it were a direct signatory to the Agreement. Either party may enforce obligations created hereunder only against the particular affiliate that created such obligations. For purposes hereof, “affiliate” means, with respect to a party hereto, an entity which, directly or indirectly, controls, is controlled by or is under common control with such party.
3.1 Data Purchase Agreement. Client may grant a license for its Client Data to third party end-users of the Narrative Services who purchase access to such data (referred to as “Data Buyers”), and/or Client may license data offered by third party end-users of the Narrative Services (referred to as “Data Providers”). Any data subject to a license between a Data Buyer and Data Provider is referred to as “Licensed Data”. Client’s licensing of its own Client Data to Data Buyers, and any Client license of Licensed Data from a Data Provider are each referred to as “Data Transactions”. Each Data Transaction through Narrative Services is governed by a direct agreement between the applicable Data Buyer and Data Provider in the form of the Data Purchase Agreement at https://app.narrative.io/legal/data-purchase-agreement (the “Data Purchase Agreement”), unless different terms are expressly agreed to by the applicable Data Buyer and Data Provider in writing; provided that, at no time may any agreements or modifications between any users conflict with any of the terms set forth in the Agreement (including without limitation any Order Forms or Addenda) or revise Narrative’s rights or obligations in any manner. Narrative is not a party to the Data Purchase Agreement. References in the Data Purchase Agreement to Data Sellers will have the same meaning as “Data Provider” in this Agreement. Although Narrative is not a party to data purchase and sale transactions made through the Narrative Marketplace or otherwise in connection with Narrative Services, Narrative facilitates these arrangements through providing the Narrative Services and by facilitating payment and invoicing as described herein. When Client enters into a transaction with another user for the purchase or sale of data through Narrative Services, Client agrees to use Narrative Services to invoice, pay, and/or receive any amounts related thereto as further described in Section 6.
3.2 Data Buyer Terms. This Section applies to any Client in connection with its use of Narrative Services as a Data Buyer. Client acknowledges that access to any Licensed Data is controlled and managed by the Data Provider, in its sole discretion. Client represents, warrants, and covenants that Client will use all purchased Licensed Data only for its or its authorized customers’ own internal business purposes in accordance with the applicable Data Purchase Agreement and Order Approval Page. Client further represents, warrants and covenants that unless expressly permitted by Narrative or the applicable Data Provider in writing, Client will not (a) encumber, sublicense, transfer, re-sell, rent, lease, time-share or use the Licensed Data in any service bureau arrangement or otherwise for the benefit of any third party; (b) use or allow the transmission, transfer, export, re-export or other transfer of any Licensed Data in violation of any export control or other laws, regulations and directives of the United States or any other relevant jurisdiction; and (c) permit any third party to engage in any of the foregoing proscribed acts. The foregoing shall not prohibit Client from sharing the Licensed Data with third party advertising partners for the purpose of trafficking campaigns on behalf of Client, or for the benefit of any customer of Client’s products or services (a “Client Customer”). Client is responsible for any breaches of this Agreement by its Client Customers and shall indemnify, defend and hold Narrative and its affiliates, employees and representatives harmless from and against any claims arising from any breaches of this section or any advertisements created, served or targeted by Client or any Client Customers using any Licensed Data. Client is permitted to use Licensed Data to create reprocessed data, interpretations, and/or analyses (collectively, "Licensed Data Derivatives") and to permit Client Customers to do the same, provided that Licensed Data Derivatives created by Client and/or Client Customers: (i) do not contain all or any substantial part of the original Licensed Data in unaltered form or provided on a stand-alone basis, (ii) are not capable of being reverse engineered, decompiled, disassembled or otherwise modified to obtain the original, unaltered form of the Licensed Data, and (iii) and all activities related to the use of Licensed Data Derivatives comply with all applicable laws, rules, regulations, directives and guidelines, including without limitation with respect to privacy notices, disclosures, and opt-out requirements (clauses (i) – (iii) referred to as the “Data Derivative Restrictions”). Licensed Data Derivatives will be owned by Client, and Client will have the right to sell or license the Licensed Data Derivatives to third parties.
3.3 Data Provider Terms. This Section applies to any Client in connection with its use of Narrative Services as a Data Provider. Subject to compliance with this Agreement, Client may make certain Client Data (which shall then also be referred to herein as Licensed Data) available for use by Data Buyers. Data Provider agrees that at a minimum, Data Buyers may use the Licensed Data to create Licensed Data Derivatives (as defined in Section 3.2), subject to Data Buyer’s compliance with the Data Derivative Restrictions (unless Data Provider otherwise permits). Client shall provide Narrative with the scope, manner, and frequency values, and any Data Buyer qualification requirements (“Data Standards”) applicable to each set of Licensed Data, including without limitation for inclusion on the applicable Order Approval Page, and shall have sole control over the contents and enforcement of the Data Standards and the Order Approval Page. Client represents and warrants that Client will provide Narrative or the applicable Data Buyer, as applicable, with updates of the Licensed Data in accordance with the applicable Data Standards. Client is solely responsible for the management of all Data Standards and any access to the Licensed Data, and agrees that Narrative does not, and has no responsibility to, update, monitor, review or control of any Licensed Data or any applicable Data Standards. Unless otherwise specified in writing or on the Order Approval Page, the license term shall be thirty (30) days. In addition to the license grants in Section 2.3 of this Agreement, Client grants to Narrative a nonexclusive, non-transferable, worldwide, royalty free, fully paid up, right and license to (a) use, copy, display, transmit, modify, and create derivative works of the Licensed Data solely for the purpose of promoting and offering the Licensed Data to potential Data Buyers through the Narrative Services, and (b) distribute and otherwise make available the Licensed Data to Data Buyers in accordance with the Data Standards for the applicable Licensed Data.
4.1 Client. As between the parties, Client owns and retains all rights, title, and interest in and to the Client Data. Except for the limited rights and licenses expressly granted in the Agreement, no other license is granted, no other use is permitted and Client (and its licensors) retain all rights, title and interest (including all intellectual property and proprietary rights) in and to Client Data.
4.2 Narrative. As between the parties, Narrative owns and retains all rights, title, and interest in and to the Narrative IP. Except for the limited rights and licenses expressly granted by Narrative to Client hereunder, no other license is granted, no other use is permitted and Narrative (and its licensors) retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Narrative IP. The Narrative IP is licensed, not sold.
4.3 Restrictions. Client shall not (a) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Narrative IP, or the underlying ideas, algorithms or trade secrets therein, except and only to the minimal extent the provisions of this Section are expressly prohibited by applicable statutory law, (b) use the Documentation and information regarding the Narrative IP made available to Client for any purpose other than in connection with the Narrative IP, (c) encumber, sublicense, transfer, rent, lease, time-share or use the Narrative IP in any service bureau arrangement or otherwise for the benefit of any third party (unless expressly permitted in an Addendum), (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Narrative IP, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws, regulations and directives of the United States or any other relevant jurisdiction, (f) use any Narrative IP or Narrative Confidential Information to create any service, software, documentation or data that is similar to any aspect of the Narrative Services, (g) deanonymize or reidentify any data or information provided to Client in anonymous or de-identified form, (h) interfere with or attempt to interfere with the proper functioning of the Narrative IP in any way not expressly permitted by these terms, or (i) permit any third party to engage in any of the foregoing.
4.4 Additional Data and Technology Restrictions. Furthermore, without limiting the generality of any restrictions or requirements set forth herein, Client may not, unless explicitly approved by Narrative in writing, use, reproduce, perform, display, distribute, make derivatives of, or otherwise exploit or make available the Narrative IP or any other data, information, or materials received through or derived from the Narrative IP (including without limitation data purchased or otherwise obtained through the Narrative Marketplace or otherwise in connection with the Narrative Services) (a) in any manner that infringes, misappropriates or otherwise violates any intellectual property, publicity or privacy, or other right of any individual or entity; (b) in any manner that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive, tortious, or offensive; (c) for conducting or providing surveillance, or gathering similar intelligence on any individual or entity, including but not limited to investigating or tracking data subjects or any other data sources; (d) for performing or providing analysis or research for any unlawful or discriminatory purpose, or in a manner that would be inconsistent with the reasonable privacy expectations of applicable Data Providers, data subjects or any other data sources; (e) in connection with the monitoring of sensitive events (e.g., meetings, or activism events); (f) for creating, generating or inferring any information relating to the identity of an individual (provided that the use of data purchased or otherwise obtained through Narrative Services for ad targeting and marketing purposes in strict accordance with the terms set forth herein and in the Data Purchase Agreement shall not, in and of itself, be deemed a violation of this subsection (f)); (g) for targeting, segmenting, or profiling individuals, including but not limited to data subjects or other data sources, based on sensitive personal information, including such data subjects’ or sources’ health, financial status, political affiliation or beliefs, racial or ethnic origin, religious affiliation or beliefs, gender identity, sexual orientation, or trade union membership; or (h) in connection with any alleged or actual commission of a crime.
5.1 Scope. "Confidential Information" means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information disclosed by or for a party in relation to the Agreement and that is marked as confidential or that a reasonable person should understand to be the confidential information of the other party, but not including any information the receiving party can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation, (c) generally available to the public without breach of the Agreement or (d) independently developed by it without reliance on such Confidential Information.
5.2 Confidentiality. The receiving party shall not access, use or disclose any of the disclosing party’s Confidential Information without the disclosing party’s written consent except as necessary to perform its obligations or exercise its rights expressly set forth in the Agreement, and shall use at least the standard of care used to protect its own Confidential Information to protect the disclosing party’s Confidential Information, but not less than reasonable care. The receiving party shall limit access to the disclosing party’s Confidential Information to its employees and contractors who (a) have a need to know for the purposes of the Agreement and (b) agree to restrictions related to the Confidential Information that are consistent with those set forth in the Agreement. Each party shall be responsible for any breach of confidentiality by its employees and contractors. Without limiting anything herein, the Narrative IP and all pricing information are Narrative’s Confidential Information. At the disclosing party’s written request at any other time, except as necessary for the continued performance of its obligations or exercise of its rights hereunder, the receiving party shall return or destroy all of the other party’s tangible Confidential Information.
5.3 Compelled Disclosure. Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any court order or lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations).
5.4 General Skills and Knowledge. Notwithstanding anything to the contrary in the Agreement, Narrative is not prohibited or enjoined at any time from utilizing any skills or knowledge of a general nature gained or created by Narrative during the course of providing the Narrative Services, including, information publicly known or available or that could reasonably be acquired in similar work performed for another client of Narrative.
6.1 Payment Methods. Unless your usage of the Narrative Services is being paid for by a third party under contract with Narrative, you must provide Narrative with a valid credit card (Visa, MasterCard, or any other issuer accepted by us), purchase order information or billing contact (“Payment Method”), as a condition to signing up for the Narrative Services. You represent and warrant that you are authorized to use such Payment Method, that the information you provide in connection with your payment is complete and accurate, and that you will immediately update us if any of your Payment Method information changes during the Term. If using a credit card, your Payment Method agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. Narrative reserves the right at any time to change its prices and billing methods, either immediately upon posting on Narrative’s website or by e-mail delivery to you. If you elect to pay by purchase order or invoice, payment is due 30 days from the invoice date.
6.3 Fees. Client agrees to pay Narrative all fees and expenses, including without limitation those in connection with processing, storage, transfer, and the purchase or sale of data through Narrative Services (respectively, the “Processing Fee”, “Storage Fee”, “Transfer Fee”, and “Data Transaction Fee” (also referred to as the "Transaction Services Fee"), collectively referred to as “Service Fees”), in the amounts shown on the Price List located at kb.narrative.io/pricing) (or such successor URL as may be designated by Narrative) or as specified on an Order Form that Client executes with Narrative, and if Client is a Data Buyer, for the licensing of any Licensed Data (the “Licensed Data Fees”). All Fees are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Client agrees to pay all such charges, excluding taxes based upon Narrative's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any government. All Fees for the Narrative Services are non-refundable.
6.4 Licensed Data Fees. All payments related to the purchase and sale of data between users of the Narrative Services must be made through the Narrative Services. Although Narrative is not a party to data purchase and sale transactions made through the Narrative Marketplace or otherwise in connection with the Narrative Services, Narrative facilitates these arrangements through providing the Narrative Services and by facilitating payment and invoicing as described herein. When Client enters into a transaction with another user for the purchase or sale of data through the Narrative Services, Client agrees to use the Narrative Services to invoice, pay, and/or receive any amounts related to the Licensed Data Fees, and Narrative shall distribute the applicable amounts to the applicable parties. Narrative will collect applicable Licensed Data Fees from the applicable Data Buyer and remit payment to the Data Provider. Subject to the terms and conditions of this Agreement, Narrative will remit to Client the net amount of the Licensed Data Fees minus the Data Transaction Fee for each applicable month no later than sixty (60) days after receipt of the applicable Licensed Data Fee amounts from the applicable Data Buyer. If the Service Fees for any particular month are greater than the Licensed Data Fees, Client will pay Narrative the difference. Client agrees to hold Narrative liable for payments of the Licensed Data Fees solely to the extent proceeds have cleared from the applicable Data Buyer to Narrative. For sums not cleared to Narrative, Client agrees to hold the applicable Data Buyer solely liable. Client understands that Narrative has no obligations relating to the foregoing payments, either joint or several, except as specifically set forth in this Section. Narrative shall not be responsible for any chargebacks, deductions, errors, or other payment disputes or issues, provided that Narrative reserves the right to offset or deduct amounts owed to Narrative, or for chargebacks, deductions, errors, or other payment issues, from amounts received by Narrative hereunder.
6.5 Payment Terms. Unless specified otherwise in an applicable Order Form, Narrative will invoice Client (a) on an upfront annual basis for all committed Service Fees (“Committed Usage”), if any, and (b) monthly in arrears for all other Service Fees and Licensed Data Fees. All amounts due pursuant to any such invoices shall be paid by Client in full, without setoff, within thirty (30) days after the invoice date, in the currency specified in the Order Form and/or invoice, at Narrative’s address or to an account specified by Narrative. If Client has any disputes related to any invoice, Client must submit a claim within thirty (30) days of the invoice date or shall be considered waived by Client. Any payments due from Client that are unpaid by the due date will be subject to a non-compounding late fee of 5% accruing monthly on the outstanding amount, or if lower, the maximum extent permitted by applicable law. All Service Fees and other amounts paid hereunder are nonrefundable, except as expressly provided in Sections 8.1 and 10.2. Narrative reserves the right to seek reimbursement from Client, and Client will reimburse Narrative, if Narrative (i) suspects fraud or criminal activity; (ii) discovers erroneous or duplicate transactions; or (iii) receives any chargebacks from Client’s payment method.
7.1 General. Each party represents and warrants that: (a) it is an entity duly organized and validly existing under the laws of the jurisdiction in which it is incorporated; (b) it has full corporate power and authority, and has obtained all approvals, permissions and consents necessary, to enter into the Agreement and to perform its obligations hereunder; (c) the Agreement is legally binding upon it and enforceable in accordance with its terms; (d) the execution, delivery and performance of the Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound; and (e) it will comply with all applicable laws, rules, and regulations.
7.3 Disclaimers of Warranties. THE NARRATIVE IP IS PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NARRATIVE MAKES NO OTHER WARRANTIES, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NARRATIVE HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Without limiting the generality of the foregoing, Narrative and its licensors do not warrant that: (a) any information will be timely, accurate, reliable or correct; (b) the Narrative Products and Services will be error-free, uninterrupted, secure or available at any particular time or place; (c) any defects or errors will be corrected; (d) the Narrative Products and Services will meet Client’s business requirements or that any result or outcome can be achieved. Client is solely responsible for validation of the accuracy of all reports and other outputs from the Narrative Products and Services, any use or misuse of such reports and other outputs or any services generally, and for protecting its data from loss by implementing appropriate security measures, including routine backup procedures. Client hereby waives any damages occasioned by lost or corrupt data, incorrect reports, or incorrect data files resulting from programming error, operator error, equipment or software malfunction, security violations, or the use of third-party software.
7.4 Disclaimer of Third Party Actions. Narrative does not and cannot control the flow of data to or from the Narrative Services or within any portion of the Internet. At times, actions or omissions of such third parties can impair or disrupt Client’s connections to the Internet (or portions thereof). Accordingly, Narrative disclaims any and all liability resulting from, or related to, such events.
7.5 Disclaimer of Licensed Data and Data Transactions. All transactions for the purchase and sale of data between users of the Narrative Services, whether on or outside of the Narrative Marketplace, are directly between the applicable Data Buyers and Data Providers, and Narrative is not a party to any such transactions. Narrative shall have no responsibility or liability for any Client Data, or any transactions or disputes related to data purchase or sale transactions, regardless of whether such transactions occur on the Narrative Marketplace. While Narrative may, at its discretion, help facilitate the resolution of disputes, it has no responsibility to do so. Narrative does not monitor, has no control over, and does not guarantee the quality, safety, or legality of, or the truth or accuracy of, any data provided by users through the Narrative Products and Services or the ability of any users to sell or buy data, or that any users will be able to complete a transaction. Narrative is not responsible for, and makes no guarantee as to, the accuracy or usefulness of or relating to any data purchased or sold through the Narrative Products and Services.
7.6 Interactions through Narrative Products and Services. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Narrative reserves the right, but has no obligation, to intercede in such disputes. You agree that Narrative will not be responsible for any liability incurred as the result of such interactions. The Website and Narrative Services may contain data provided by other Registered Users. Narrative is not responsible for and does not control any such data, nor does Narrative have any obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, any such data. You use all Registered User data and interact with other Registered Users at your own risk.
8.1 Narrative. Except as provided below, Narrative agrees to (i) defend Client against any claim by a third party that the Narrative Services or Narrative Technology made available to Client pursuant to an applicable Order Form infringe a valid patent (issued as of the Agreement Effective Date), or any copyright, trade secret or any other intellectual property or proprietary right, of such third party and (ii) indemnify Client for settlement amounts or third party damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded or arising out of such claim. If any Narrative IP becomes or, in Narrative’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Narrative may, at its option (1) obtain for Client the right to continue using the Narrative IP provided to Client hereunder or (2) replace or modify the Narrative IP so that it becomes non-infringing without substantially compromising its principal functions. If (1) and (2) are not reasonably available to Narrative, then Narrative may (3) terminate this Agreement upon written notice to Client and refund to Client any Service Fees that were pre-paid for the then current term, pro-rated for the remainder thereof. The foregoing states the entire liability of Narrative, and Client’s exclusive remedy, with respect to any actual or alleged violation of intellectual property rights by the Narrative IP, any part thereof or its use or operation.
8.2 Exclusions. Narrative shall have no liability or obligation hereunder with respect to any claim to the extent based upon (a) any Client Data; (b) use of any Narrative IP by or on behalf of Client in an application or environment or on a platform or with devices for which it was not designed or contemplated; (c) modifications, alterations, combinations or enhancements of the Narrative IP created by Client or any third party acting on Client’s behalf; (d) any portion of the Narrative IP that implements Client’s specific requirements, as provided to Narrative in writing; (e) Client’s continuing allegedly infringing activity after being notified thereof, or (f) any breach of the Agreement and/or any Data Purchase Agreements.
8.3 Client. Client agrees (a) to defend Narrative against any claim by a third party that is related to (i) Client’s breach of any representation, warranty or other obligation made herein; (ii) claims excluded under Sections 8.2; or (iii) the content of any advertisements created, served or targeted by Client or any of Client’s customers using data obtained in connection with the Narrative Services, and (b) to indemnify Narrative for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded or arising out of such claims.
8.4 Procedures. Any claim for indemnification hereunder requires that (a) the indemnified party provides prompt written notice of the claim (provided that a failure or delay in providing such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it is materially prejudiced thereby) and reasonable cooperation, information, and assistance in connection therewith, and (b) the indemnifying party have sole control and authority to defend, settle or compromise such claim. The indemnifying party shall not make any settlement that requires a materially adverse act or admission by the indemnified party or imposes any obligation upon the indemnified party without the indemnified party’s written consent (such consent not to be unreasonably delayed, conditioned or withheld). The indemnifying party shall not be liable for any settlement made without its prior written consent.
EXCEPT FOR LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 8 (INDEMNIFICATION) HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (C) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR PAYABLE TO IT BY THE OTHER PARTY HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. NARRATIVE DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
10.1 Term. The Agreement shall commence on the Effective Date and continue in effect until terminated as provided herein (the “Term”).
10.2 Termination. The Agreement may be terminated (in whole, or in respect of any Order Form) (i) by either party on thirty (30) days' prior written notice if (a) there are no operative Order Forms outstanding, (b) if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching party; (ii) by either party immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course; or (iii) by Narrative upon thirty (30) days' prior written notice following your receipt of a notice that you are delinquent in the payment of undisputed Fees. Notwithstanding anything in this Agreement to the contrary, Narrative may modify, suspend or terminate your access to any Narrative Services provided on a month-to-month basis, for any reason, with or without notice to you and without liability to you or any third party.
10.3 Effects of Termination. Upon any expiration or termination of this Agreement, (a) Client shall return or destroy all Narrative IP (unless specifically authorized otherwise in writing by Narrative), and (b) all corresponding rights, obligations and licenses of the parties shall cease, except that (i) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive, and (ii) Section 1 (Definitions), Sections 4 (Proprietary Rights), 5 (Confidentiality), 6 (Payments), 7 (Warranties and Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 11 (General Provisions) and this Section 10.3 shall survive. For the avoidance of doubt, termination of this Agreement shall not terminate any Data Purchase Agreements in effect between Client and any other user. If Client is a Data Buyer, it agrees that no later than thirty (30) days after the end of the applicable subscription period for a Licensed Data set (usually thirty (30) days after delivery, unless otherwise expressly set forth by the Data Provider), Client represents and warrants that it will cease, and shall ensure that all Client Customers will cease, using the applicable Licensed Data in any manner and for any purposes, and Client and each Client Customer will delete or destroy such Licensed Data in accordance with its customary data retention practices. All retained data shall be subject to the restrictions and requirements of this Agreement for so long as it is retained. Narrative does not have any obligation to, and will not be liable for, storing any Client Data after termination or expiration of this Agreement.
11.1 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). This Agreement may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of an electronic signature copy shall have the same force and effect as execution of an original, and an electronic signature shall be deemed an original and valid signature. No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought and any modification or waiver of this written form requirement shall only be valid if itself in writing. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in New York County, New York, and both parties consent to the jurisdiction of such courts with respect to any such action.
11.3 Remedies. Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 5, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
11.4 Notices. All notices under this Agreement will be in writing, in English and delivered to the parties at their respective addresses stated in the applicable Order Form, ors to the e-mail address you provide for your Account, or in the form of notifications through the Narrative Service. You are responsible for ensuring that your Account reflects your current and accurate email address. Notices to Narrative: 228 Park Ave. South, PMB 23303, NY, NY 10003; attn: firstname.lastname@example.org.
11.5 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control (including without limitation, acts of terrorism, strikes, war, power outages, floods, fire, pandemic or epidemic, delay or interruptions by third parties, including communications or network providers), the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
11.6 Publicity. Narrative may use Client’s name, logo or trademarks in any press release, customer list or other promotional materials without Client’s prior written approval.
11.7 Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. However, either party may assign this Agreement, without consent of the other party, to any successor to all or substantially all of its business as part of a merger, acquisition, reorganization, or other change of control transaction. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto. Narrative may perform the Narrative Services, or any portion thereof, itself or through an affiliate or subcontractor.
11.8 Independent Contractors. The parties are independent contractors under this Agreement, and nothing will constitute either party as the employer, employee, agent, representative, joint venturers or partners for any purpose.
11.9 No Third Party Beneficiaries. This Agreement does not provide or create any third party beneficiary rights or any other rights for the benefit of any third party, and this Agreement is personal solely between the parties hereto; except that Section 8 is intended to benefit the indemnified parties.
11.10 Electronic Communications. For contractual purposes, you (a) consent to receive communications from Narrative in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Narrative provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).