Online Terms and Conditions for Quill™ Engage™

Last modified: June 1, 2015

By clicking on the “I Agree” button below, you (hereafter “Customer”) agree to be bound by these Online Terms and Conditions for Quill™ Engage™ (the “Agreement”). This Agreement governs the provision of the Quill™ Engage™ Service (the “Service”) by Narrative Science Inc. (“Narrative Science”) hereunder. By clicking on the “I Agree” button below, Customer further represents and warrants that it has reviewed and agrees to the Narrative Science Privacy Policy (located at http://www.narrativescience.com/privacy-policy). This Agreement pertains solely to the Quill™ Engage™ Service and to the extent that Customer may execute or may have previously executed an agreement with Narrative Science for other services, this Agreement shall not supersede or modify any such other agreement.

Terms

Description of Services. As part of the registration process and in connection with the Services to be provided, Customer shall be granted access to Narrative Science’s online interface where Customer shall select the level and duration of Service to be provided hereunder. Subject to the provisions of this Agreement, upon Customer’s completion of the registration process, Narrative Science will create and make available to Customer certain content relating to Customer’s analytics data (“NS Content”). Such NS Content shall be based on data specifically pertaining to Customer (“Customer Data”) and obtained by Narrative Science from third parties at the direction of and with permission from Customer. Customer acknowledges and agrees that Narrative Science is not responsible for the accuracy or completeness of the Customer Data utilized by Narrative Science in creating the NS Content and Narrative Science shall not be liable for any errors or omissions in such Customer Data or NS Content.

Account Password And Security. The online interface utilized by Customer in connection with receipt of the Services is password protected. Customer is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under its account. Customer agrees to immediately notify Narrative Science of any unauthorized use of its password or account.

Term; Termination

This Agreement will commence immediately upon Customer’s acceptance of this Agreement and shall remain in effect so long as Narrative Science is providing Services to Customer hereunder. Customer shall initially select, via the online interface, the duration during which the Services shall be provided (the “Initial Term”) and acknowledge the fees to be charged in connection with such Services. Upon completion of the Initial Term, the Services shall continue to be provided upon these same terms and conditions for successive periods of time, each equal to the Initial Term (each period being referred to as a “Renewal Term”). The Initial Term and each Renewal Term are collectively referred to as the Term. Customer may terminate this Agreement at any time logging into the online interface and terminating the Service. Such termination shall be effective at the end of the current Term. Narrative Science may immediately terminate this Agreement at any time by providing Customer with notice of termination. Any terms or provisions of this Agreement, including those affecting warranties, indemnities, limitation of liability, etc., which by their nature extend beyond the expiration or termination of this Agreement shall remain in effect and survive the termination or expiration hereof.

Payment For Services.

Customer shall pay to Narrative Science a fee (the "Fee") in exchange for the creation and delivery of the NS Content. As noted above, different levels of services are offered by Narrative Science and the applicable Services and related Fees are selected by Customer via the online interface. Fees are paid by credit card, are payable in advance of the beginning of the current Term and are non-refundable. At the beginning of each Term, Customer’s credit card shall be automatically charged the applicable Fee for the upcoming Term. All payments are processed by a third-party vendor utilized by Narrative Science and payment transactions occur on such third party’s web site. This credit card processing website is neither part of nor owned by Narrative Science and the terms of use and privacy policy of such third party site govern the use of the information you provide. Please read the terms governing the use of your information before providing any such information. Narrative Science does not collect or receive Customer’s credit card information.

No Resale of Service. Customer shall not reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, access to the Service or any portion of the NS Content received in connection with the Service.

Indemnification; Limitation of Liability.

(a) Customer agrees to indemnify, defend and hold harmless Narrative Science (and its respective officers, directors, employees, shareholders and agents) from and against any and all, actual or threatened, third party claims, liabilities, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to (i) any breach of this Agreement by Customer or (ii) Customer’s violation of any applicable law or regulation (including but not limited to any violation of any person’s or entity’s intellectual property or privacy rights).

(b) Narrative Science shall not be liable to Customer for any special, consequential, incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of the use of the Service, this Agreement, or the termination thereof, however caused, and whether based in contract, tort (including negligence), product liability or any other theory of liability regardless of whether Narrative Science has been advised of the possibility of such damages, losses, costs or expenses. Customer waives any claims that these exclusions deprive it of an adequate remedy. Narrative Science’s liability to Customer for any claims arising under this Agreement or in connection with the use of the Service shall not exceed $5,000.00.

Confidentiality. In connection with entering into and performing under this Agreement, each party may receive or have access to commercially valuable technical and nontechnical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including but not limited to, source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, payment terms, this Agreement, marketing and business plans, information concerning such party’s vendors, and such party’s contemplated plans, strategies and prospects (“Confidential Information”). In addition to the foregoing, each party recognizes that the other party may have received and in the future may receive confidential or proprietary information of a third party ("Third Party Confidential Information"). Any Third Party Confidential Information disclosed by one party to the other party shall be deemed to be the disclosing party’s Confidential Information. Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not disclose any Confidential Information of the disclosing party and will similarly bind its employees and agents. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, then, to the extent permitted by law, the party required to disclose Confidential Information will provide notice to and shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.

Intellectual Property. Narrative Science owns and shall retain all right, title and interest in and to the processes and technology utilized in the creation of the NS Content and all intellectual property (including, without limitation, all copyrights, trademarks, patents and know-how) associated therewith (the “NS IP”). For purposes of clarification, no aspect or component of the NS IP shall be deemed to be included within the NS Content delivered hereunder.

Ownership. Customer shall own all right, title and interest in and to the Customer Data and the NS Content delivered hereunder. Further, Narrative Science will not use any Customer Data or other information provided to it by Customer for any purpose other than for meeting its obligations under this Agreement.

General Provisions

(a) Representations and Warranties; Disclaimer of Warranties. Each party represents and warrants to the other party that such party has all necessary right, power and authority to enter into this Agreement Customer represents and warrants that all data that it provides or otherwise makes available to Narrative Science shall be provided in accordance with all applicable laws and regulations and that it is authorized to provide such data for the use intended hereunder. Except as specifically provided for above, Narrative Science expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to, any implied warranties, including but not limited to, warranties of merchantability, fitness for a particular purpose, title and non-infringement. Narrative Science makes no warranty that the Service will be uninterrupted, timely, secure, or virus free. Customer expressly agrees and acknowledges that the Service is provided on an “as- is” basis.

(b) Jurisdiction and Governing Law; Attorney’s Fees. Each party consents to the exclusive personal jurisdiction of the state and federal courts located in Cook County, Illinois and agrees that any claim against the other arising from or in connection with this Agreement shall be brought in such courts. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Illinois without reference to conflict of laws principles. In any legal proceeding relating to a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of legal fees and costs.

(c) Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

(d) Relationship. The relationship of Customer and Narrative Science established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other.

(e) Notice. Any notice, communication or statement relating to this Agreement from Narrative Science to Customer shall be sent to the email address provided by Customer during registration for the Service. Any notice, communication or statement relating to this Agreement from Customer to Narrative Science shall be in writing and deemed effective: (i) upon delivery when delivered in person; or (ii) upon delivery when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service and shall be sent to the following:

Narrative Science Inc.
303 East Wacker Drive
Suite 1500
Chicago, IL 60601
Phone: (312) 477-0590
Attn: CEO

(f) Successors and Assigns. Customer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer this Agreement or delegate any of its obligations under this Agreement without Narrative Science’s written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. In the event that this Agreement is validly assigned, then this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

(g) Waivers. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.

(h) Modification of Terms. Narrative Science reserves the right to modify this Agreement, effective upon Narrative Science’s notification to Customer of such modification. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such modification to the terms of the Agreement shall constitute Customer’s consent to such changes.

(i) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.