Last modified: April 6th, 2023
This End User License Agreement (“Agreement”) is a legal agreement between you (“User” or “you”) and Narratize Inc. (“Narratize” or “we” or “us”), a SaaS AI platform, and governs your use of Narratize’s software, services, and products (collectively, “Platform”).
BY CLICKING “I AGREE” OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK “I AGREE” AND DO NOT USE THE PLATFORM.
Subject to the terms and conditions of this Agreement, Narratize hereby grants to User a limited, non-exclusive, non-transferable, revocable license to use the Platform for User’s internal business purposes only. This license is for the duration of the Subscription Term.
User shall not:
(a) Use the Platform in a manner that violates any applicable laws or regulations;
(b) Use the Platform to infringe any third-party intellectual property rights;
(c) Sell, lease, rent, transfer, assign, distribute, display, or otherwise make available the Platform to any third party;
(d) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or any part thereof;
(e) Modify, adapt, translate, or create derivative works based upon the Platform;
(f) Remove, alter, or obscure any proprietary notices, labels, or marks from the Platform;
(g) Use the Platform for any purpose other than its intended purpose; or
(h) Use the Platform to develop a competing product or service.
This Agreement shall remain in effect until terminated by either party. User may terminate this Agreement by discontinuing use of the Platform. Narratize may terminate this Agreement at any time, with or without cause, by providing written notice to User. Upon termination, User shall immediately cease using the Platform and shall destroy all copies of the Platform in its possession.
User shall pay Narratize the fees set forth in the subscription agreement (“Subscription Fees”) for the use of the Platform. Subscription Fees shall be paid on a monthly or annual basis, as selected by User. All Subscription Fees are non-refundable.
User agrees to maintain the confidentiality of all proprietary and confidential information of Narratize, including the Platform, and shall not disclose such information to any third party without the prior written consent of Narratize.
THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NARRATIZE DOES NOT WARRANT THAT THE PLATFORM WILL MEET USER’S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT SHALL NARRATIZE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NARRATIZE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM EXCEED THE TOTAL AMOUNT PAID BY USER TO NARRATIZE DURING THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
User agrees to indemnify, defend, and hold Narratize and its affiliates, officers, directors, employees, and agents harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, fees, or penalties (including reasonable attorneys’ fees) arising out of or related to User’s use of the Platform or any breach of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the state of Kentucky, without regard to its conflict of law provisions.
Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in San Francisco, California. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees and costs.
This Agreement constitutes the entire agreement between User and Narratize with respect to the use of the Platform and supersedes all prior or contemporaneous oral or written agreements and understandings, whether written or oral.
Narratize reserves the right to amend this Agreement at any time by providing written notice to User. User’s continued use of the Platform following any such amendment shall constitute User’s acceptance of the amended Agreement.
User may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Narratize. Any attempt to assign or transfer this Agreement without such consent shall be null and void.
The failure of Narratize to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.