Narrative Terms of Service

Last Modified: November 21, 2024

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.

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.

This Agreement 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, including by posting the modified Agreement at narrative.io/legal/terms-of-service. Your continued use of the Narrative Service after the modification of this Agreement indicates your acceptance of the changes. Please review this Agreement each time you access the Narrative Service to stay up to date on any changes.

Unless otherwise indicated, capitalized terms have the meaning given in this Agreement. In the event of any conflicts among the terms in this Terms of Service, Incorporated Terms and any Orders, the terms will prevail in the following order: the applicable Order (but solely for the Narrative Services set forth in that Order), the Incorporated Terms and then the Terms of Service. Narrative and Client agree as follows:

1. DEFINITIONS.

“Acceptable Use Policy” means the acceptable use policy governing the Narrative Services located at http://www.narrative.io/legal/aup (or any successor URL).

“Affiliate” means, with respect to a party, an entity which directly or indirectly controls, is controlled by or is under common control with such party.

“Agreement” means, together, the Terms of Service, the Incorporated Terms and any Orders.

“Client”  means the entity agreeing to these Terms of Service in any and all of its capacities under the Agreement.

“Documentation” means documentation regarding the Narrative Services provided by Narrative to Client, 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, (b) the date these Terms of Service are accepted by Client, or (c) the date Client first accesses or uses any Narrative Services.

“External Services” means those platforms, services and marketplaces of external non-Narrative entities and their affiliates for which Narrative provides connectors from the Narrative Services enabling Clients to transfer Provided Data (including Licensed Data) to or from such external non-Narrative platforms, services and  marketplaces.

“Incorporated Terms” means any exhibit to, or other document referenced in, these Terms of Service or any Order, including without limitation the DPA, Security Measures, External Service terms, and Acceptable Use Policy.

“Narrative IP” means, collectively, the Narrative Services, Narrative Technology, and Usage Data.

“Narrative Platform” means Narrative’s proprietary cloud-based software platform that enables users to upload, access, receive, analyze and manipulate, data and data sets.

“Narrative Services” means the products and/or services provided by Narrative, including the right to access and use the Narrative Platform, and any other products/services provided by Narrative through the Narrative website available at www.narrative.io and any successor website, as well as the Documentation, but excluding External Services.

“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 Provided Data.

“Order” means an order for Narrative Services evidenced by a Narrative ordering document, online order, Client’s implementation of Narrative Services through the Narrative Platform, and/or other Client request for Narrative Services (including via email, telephone or otherwise).

“PAYG Client” means a Client that purchases Narrative Services (the “PAYG Services”) on a month-to-month basis with fees based solely on Client’s usage of the PAYG Services during the billing month (and not based on Committed Usage, as such term is defined in the Price List described in Section 7.1).

“Provided Data” means data made available to Narrative, a Narrative Service and/or any External Service using a Narrative connector, in each case, by or on behalf of Client, excluding Usage Data. Any Licensed Data a Provider in its discretion elects to make available is considered to be Provided Data. 

“Provider” means a Narrative Service user (which may include Client) that provides, shares or makes available Provided Data to the Narrative Services, whether for such user’s own use or to enable access or use by other Narrative Service users and/or External Services.

“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. SERVICES.

Narrative provides Client with access to and use of the Narrative Services as described in the Agreement in the capacity of a technology provider to enable users to access, analyze and manipulate data and data sets and, at a user’s option, to facilitate the exchange and/or marketing of data between its users, customers and/or third parties.

2.1 Access to Narrative Services. Subject to the terms and conditions of the Agreement, Narrative grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Narrative Services for its internal business purposes, as permitted in the Agreement, the Documentation and the Acceptable Use Policy. Certain Narrative Services may have additional usage terms presented to Client at install or first access of the applicable Narrative Service, which are part of the Incorporated Terms.

2.2 Account Registration. To access the Narrative Services, Client must create and maintain a user account (an “Account”) in good standing. Client is responsible for maintaining accurate and complete Account information, for the security and confidentiality of Client’s Account and for all use of the Narrative Services occurring under Client’s Account. Client agrees to notify Narrative immediately of any unauthorized use of Client’s Account or any other breach of Account security. 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 (“Registered Users”), and not for resale. Client is responsible and liable for all acts and omissions of its Registered Users.

2.3 Affiliates.  Any Affiliate of either party may perform and/or receive Narrative Services under the Agreement, provided that such Affiliate and the other party (or the Affiliate of such other party) enter into an Order for such Narrative Services. 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 party to the Agreement.  Either party may enforce obligations created hereunder only against the particular Affiliate that created such obligations.  

2.4 Ways to Use Narrative Services.  Client can elect in its sole discretion to use the Narrative Services in any one or more of the following ways: (a) as a Provider where it provides Provided Data to the Narrative Services for its own use (and not for access or use by any third party); (b) as a Data Licensor, where it offers and grants access to Provided Data (or subsets thereof) (referred to as Licensed Data) to Data Licensees and/or External Services designated by Data Licensor as further described in Section 4; (c) as a Data Licensee where it accesses and uses Licensed Data from a Provider or an External Service; or (d) solely as a user of the Narrative Services, but not as a Provider, Data Licensor or Data Licensee. “Data Licensor” means a Provider that chooses to offer, share and/or license Provided Data to a Data Licensee and/or External Service in a Data Transaction. “Data Licensee” means a user of the Narrative Platform that chooses to license Licensed Data from a Data Licensor or External Service. “Licensed Data” means (i) Provided Data that Provider acting as a Data Licensor elects to make available for license to Data Licensee(s) as part of a Data Transaction according to terms outlined in a Data License, or (ii) data made available by an External Service to Data Licensees pursuant to Incorporated Terms. Provisions of the Agreement specific to a Provider, Data Licensor, Data Licensee and/or External Service will apply to Client only to the extent Client elects to use the Narrative Services in such capacity or extent.

3. CLIENT AS A PROVIDER.

3.1 License Grant to Narrative.  Provider grants Narrative a nonexclusive, worldwide, royalty-free license to use, reproduce, perform, display, modify, distribute and transmit the Provided Data solely to the extent necessary to provide the Narrative Services, to prevent or address service or technical issues, or as may be required by law. Unless Client elects to be a Data Licensor, the rights granted in this Section for Provided Data do not include any rights of sharing, licensing or access by any third party, including by any Data Licensee. Provider is solely responsible for the accuracy, content and legality of all Provided Data.

3.2 Restricted Data. Provider will ensure that Provided Data does not (a) include any data for which Provider does not have all rights, power and authority necessary for its collection, use and processing as contemplated by the Agreement; (b) violate the Acceptable Use Policy; and (c) contain any highly sensitive information that is subject to laws or regulations that impose increased protections and/or obligations with respect to handling such information (e.g. social security number, passport number, driver’s license or other state ID number, date of birth, cardholder data as defined under PCI-DSS or other personal financial information, Protected Health Information as defined by HIPAA, or any information of any person under the age of 13) (collectively, “Restricted Data”). Narrative will have no liability under this Agreement for any Restricted Data, notwithstanding anything in the Agreement or in any governing laws, rules, regulations or industry standards to the contrary. Narrative may take remedial action if Provider violates this Section, however Narrative has no obligation to review any Provided Data for accuracy, compliance or potential liability. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-91, as amended, and related HIPAA regulations (45 C.F.R. Parts 160-164) and the privacy, security, and breach notification provisions applicable to a Business Associate under Subtitle D of the Health Information Technology for Economic and Clinical Health Act (“HITECH”) Act. 

4. DATA LICENSING SERVICES.

4.1 Data Transaction; Data Licenses. When a Client (in its capacity as a Data Licensor and/or Data Licensee) elects to provide, receive, share, license or otherwise use the Narrative Services to make available, access or receive Licensed Data to or from a third-party Data Licensee and/or External Service, this is referred to as a “Data Transaction.” Except as described below in this Section, Data Transactions between Data Licensors and Data Licensees are  governed by the Standard Data License. “Standard Data License” means an agreement directly between the applicable Data Licensor and Data Licensee in the form at https://app.narrative.io/legal/data-purchase-agreement. The applicable Data Licensor and Data Licensee to a Data Transaction can agree in writing to terms which differ from the Standard Data License; provided that the customized terms cannot conflict with the Agreement or revise Narrative’s rights or obligations in any manner (a “Custom Data License”). “Data License(s)” means either or both a Standard Data License and a Custom Data License.  

4.2 When Client is a Data Licensor. Data Licensor (a) will provide Narrative with and/or implement within the Narrative Services the access rules and any Data Licensee qualification requirements (“Access Rules”) applicable to each set of Licensed Data, (b) will have sole control over the contents and enforcement of the Access Rules; (c) is solely responsible for the management of all Access Rules and any access to the Licensed Data, and agrees that Narrative does not, and has no responsibility to, update, monitor, review or control any Licensed Data or any applicable Access Rules. In addition to the license grant in Section 3, Data Licensor grants to Narrative a nonexclusive, non-transferable, worldwide, royalty free, fully paid up, right and license to (i) 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 Licensees through the Narrative Services according to the Access Rules defined by Client, (ii) distribute and otherwise make available the Licensed Data to Data Licensees, and (iii) use Data Licensor’s trademarks, service marks, logos and trade names in connection with Narrative’s provision and promotion of the Narrative Services.

4.3 When Client is a Data Licensee. By accessing or using Licensed Data, Data Licensee acknowledges and agrees that: (a) access to and use of Licensed Data is controlled and managed by the applicable Data Licensor, in its sole discretion, under the applicable Data License; (b) Data Licensee will use the Licensed Data only in compliance with the Agreement and the applicable Data License; (c) Narrative may collect Usage Data and information about Data Licensee’s use of and access to the Licensed Data (including identifying Data Licensee in connection with such information) and share it with Data Licensor.  

4.4 Data Transactions Via External Services. The Narrative Service includes the capability for a Data Licensor, at its option and in its sole discretion, to provide certain Licensed Data to  External Service(s) through a connector with the Narrative Platform, or to use the Narrative Services to interface between an External Service and the Narrative Service. Use by a Client of connectors and/or certain Narrative Services may be subject to additional terms and conditions presented to Client as part of the activation process for the applicable External Service connector and/or Narrative Services or in the form of an addendum to this Agreement (in each case, which are considered part of the Incorporated Terms), and may also be subject to  separate terms and conditions between the Data Licensor and the External Service. Each External Service (and not Narrative) is responsible for all aspects of its External Service and any Licensed Data provided to Data Licensees from an External Services.

5. PROPRIETARY RIGHTS.

5.1 Ownership of Data.  As between the parties, Client owns and retains all right, title, and interest in and to the Provided Data (including any Licensed Data). Except for the limited rights and licenses expressly granted in the Agreement, no other license is granted to Narrative, 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 Provided Data (including any Licensed Data). When Client acts as a Data Licensee, the applicable Data License will set forth Data Licensee’s rights of use of the Licensed Data and the results of such use.

5.2 Ownership of Narrative IP.  As between the parties, Narrative owns and retains all right, 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.

5.3 Feedback. Client may voluntarily provide suggestions, enhancement requests, ideas, or other feedback regarding the Narrative IP (“Feedback”). If Client chooses to offer Feedback to Narrative, Client grants Narrative a worldwide, perpetual, irrevocable, royalty-free and fully paid, sub-licensable, transferable license to use and otherwise exploit in any manner the Feedback without any obligations or restrictions.

6. CONFIDENTIALITY.

6.1 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 confidential, 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 its breach of the Agreement, or (d) independently developed by it without reliance on the disclosing party’s Confidential Information.

6.2 Confidentiality.  The receiving party will 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 as expressly set forth in the Agreement, using 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 will limit access to the disclosing party’s Confidential Information to its employees and contractors who (a) have a need to know for purposes of the Agreement, and (b) agree to restrictions related to the Confidential Information that are consistent with those in the Agreement.  Each receiving party will 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 time, except as necessary for the continued performance of its obligations or exercise of its rights hereunder, the receiving party will return or destroy all of the disclosing party’s Confidential Information. 

6.3 Compelled Disclosure.  A receiving party may disclose any Confidential Information when required pursuant to any court order, by a governmental agency or applicable law.

6.4 General Skills and Knowledge. Notwithstanding anything to the contrary in the Agreement, Narrative is not prohibited or enjoined 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 available or that could reasonably be acquired in similar work performed for another client of Narrative.

7. PAYMENTS.

7.1 Fees. Client agrees to pay Narrative (a) all fees and expenses in the amounts shown on the Price List located at https://www.narrative.io/knowledge-base/concepts/pricing/pricing-overview) (or such successor URL as may be designated by Narrative) or as specified in an Order (“Service Fees”), and (b) if Client is a Data Licensee, fees charged by the Data Licensor for the licensing of any Licensed Data (the “Licensed Data Fees”), as further described in Section 7.2. Service Fees and/or Licensed Data Fees are referred to collectively as the “Fees”. For PAYG Clients, Narrative may revise the Fees for a PAYG Service by notifying the PAYG Client at least 30 days before the revised Fees go into effect. 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 will be grossed-up for any withholding taxes imposed by any government.

7.2 Licensed Data Fees. All payments for Data Transactions must be made through the Narrative Services. Except as otherwise noted in an applicable Order, when Client (as a Data Licensor and/or Data Licensee) enters into a Data Transaction 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. Narrative will collect Licensed Data Fees from the applicable Data Licensee and or External Service and remit payment to the Data Licensor. If Client is a Data Licensor, subject to the terms and conditions of the Agreement, Narrative will remit to Client the net amount of the Licensed Data Fees minus any Service Fees for each applicable month no later than sixty (60) days after receipt of the applicable Licensed Data Fee amounts from the applicable Data Licensee (including any External Service). If the Service Fees for any particular month are greater than the Licensed Data Fees, Client will pay Narrative the difference. Data Licensor agrees to hold Narrative liable for payments of the Licensed Data Fees solely to the extent proceeds have cleared from the applicable Data Licensee and/or External Service to Narrative. For sums not cleared to Narrative, Data Licensor agrees to hold the applicable Data Licensee and/or External Service 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 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.

7.3 Payment Methods. Unless Client’s use of the Narrative Services is paid for by a third party under contract with Narrative, Client must provide Narrative with either (a) a valid credit card (Visa, MasterCard, or any other issuer accepted by Narrative) or (b) purchase order information and/or billing contact (“Payment Method”), as a condition to creating a valid Account for the Narrative Services. If Client uses a credit card, Client authorizes Narrative to automatically charge the Fees to the designated credit card, either directly or indirectly via a third party online payment service, such as Stripe, Inc., and Client agrees to be bound by the terms of the payment service and credit card.  Narrative reserves the right at any time to change its Payment Method(s), by notice as provided in Section 12.4.

7.4 Payment Terms.  Unless specified otherwise in an applicable Order, Narrative will charge Client using Client’s selected Payment Method (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 will be paid by Client in full, without setoff, in United States Dollars or such other currency specified in the Order and/or invoice. If Client uses a purchase order or invoice Payment Method, payment of Fees are due within thirty (30) days after the invoice date, at Narrative’s address or to an account specified by Narrative.  If Client has any disputes related to any Fees, Client must submit a claim within thirty (30) days of the invoice or payment card charge date or the dispute will 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 Fees are nonrefundable, except as expressly provided in Section 9.1. Narrative reserves the right to seek reimbursement from payments of Licensed Data Fees remitted to Client, and Client will reimburse Narrative, if Narrative (i) reasonably suspects fraud or criminal activity; (ii) discovers erroneous or duplicate transactions; or (iii) receives any chargebacks from Client’s Payment Method.

8. WARRANTIES AND DISCLAIMERS.

8.1 Mutual. Client and Narrative each represent and warrant that: (a) it is an entity duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full corporate power and authority, and has obtained all approvals, permissions and consents necessary, for the signatory to enter into the Agreement on behalf of such party, and for such party 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, or obligation to which it is a party or by which it is bound; and (e) it will comply with all applicable laws, rules, and regulations in connection with its obligations and exercise of its rights under the Agreement,  including, without limitation those related to data protection and data privacy.

8.2 Provided Data. Provider represents, warrants and covenants that (a) it has all legally sufficient rights, permissions and consents in the Provided Data as may be necessary to permit the access, use and distribution thereof as contemplated by the Agreement; (b) Provider (or the entity that collected Provided Data if Provider did not itself collect such Provided Data), has obtained and will maintain legally compliant consent to the collection, use and disclosure of such information sufficient to allow Narrative to process and provide such Provided Data in connection with the Narrative Services, including timely compliance with provision of data subject requests, such as opt-outs; (c) Provider (or the entity that collected Provided Data if Provider did not itself collect such Provided Data), will have, and comply with, an easily accessible privacy policy, the presentation, posting and content of which will comply with all applicable laws, rules, regulations, directives and industry guidelines, and that accurately discloses how data is collected, used, and shared, including that the data may be provided to third parties for purposes of targeting advertising and generating analysis; (d) Provider’s use of the Narrative Services and all Provided Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements or industry standards (including the NAI Code of Conduct) applicable to Provider. 

8.3 Disclaimers of Warranties. 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 OPERATION OF THE NARRATIVE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Narrative has no control over, and will have no liability for, any acts or omissions of any Data Licensor, Data Licensee and/or External Service with respect to Licensed Data and any other Provided Data shared by Provider. 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 IP or any External Service 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 IP and/or any External Service 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 IP and for all use and outputs from any External Service(s), 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 and safeguards to your passwords and authentication process. Client  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. Narrative reserves the right without notice to modify or discontinue providing the Narrative Services (or any portion thereof) to any PAYG Clients.

8.4 Disclaimer of External Service Actions. Narrative does not and cannot control the flow of data to or from the Narrative Services (including sending data between the Narrative Services and an External Service) or within any portion of the Internet. Narrative disclaims any and all liability resulting from, or related to, such data flows and External Services, including the use and/or security of such data by any External Service.

8.5 Disclaimer of Licensed Data and Data Transactions. All Data Transactions and Data Licenses between users of the Narrative Services are directly between the applicable Data Licensor and Data Licensee, and Narrative is not a party to any such transactions. Data Licensor takes sole responsibility to evaluate and assume any risks related to granting access and/or licensing its Licensed Data to Data Licensees, and Data Licensee takes sole responsibility to evaluate and assume any risks related to its license and use of the Licensed Data. Narrative will have no responsibility or liability for any Provided Data, or any transactions or disputes related to Data Licenses or Data Transactions. While Narrative may, at its discretion, help facilitate the resolution of disputes, it has no responsibility to do so. Narrative is not responsible for, does not monitor, has no control over, and does not guarantee the quality, safety, legality, usefulness, truth or accuracy of, any data provided by users through the Narrative Services or the ability of any users to license data, or that any users will be able to complete a transaction.

8.6 Data Processing; Security Measures. Narrative is a “processor” of Provided Data and processes Provided Data in the capacity of a “Service Provider”, in each case, under applicable laws. Provider is the “controller” of Provided Data and is the “business” with respect to such Provided Data, in each case, under applicable law. The parties agree to the Data Processing Addendum at https://www.narrative.io/pdf/Narrative_DPA.pdf (the “DPA”), which is incorporated by reference and will apply to the processing of Personal Data as described in the DPA. Narrative will implement reasonable administrative, physical, and technical safeguards designed to protect the security of the Provided Data stored on the Narrative Platform as set forth in the Security Addendum at https://www.narrative.io/legal/security-addendum (“Security Measures”). Narrative may update the Security Measures from time to time by posting a modified version with an updated effective date, provided that the changes will not materially diminish the effectiveness of the Security Measures.

9. INDEMNIFICATION.

9.1 By Narrative. Narrative agrees to (a) defend Client against any claim by a third party against Client that the Narrative Services or Narrative Technology when used by Client as permitted in the Agreement infringe a valid patent (issued as of the 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 claims. 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 and cost (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 terminate the Agreement or relevant Order on 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 or its use or operation.

9.2 Exclusions.  Narrative will have no liability or obligation hereunder with respect to any claim to the extent based upon (a) any Provided Data; (b) use of any Narrative IP by or on behalf of Client in/on an application, environment, platform or devices for which it was not designed or contemplated; (c) modifications or alterations of the Narrative IP created by or on behalf of Client; (d) any portion of the Narrative IP that implements Client’s specific requirements, as provided to Narrative in writing or by Client actions taken within the Narrative Services; (e) Client’s continuing allegedly infringing activity after being notified thereof, or (f) Client’s breach of the Agreement and/or any Data Licenses.

9.3 By Client.  Client agrees (a) to defend Narrative against any claim by a third party against Narrative related to (i) Client’s breach of the Agreement; (ii) claims excluded under Section 9.2; (iii) the content of any advertisements created, served or targeted by Client or any of Client’s customers in its capacity as a Data Licensee using Licensed Data, or (iv) arising out of or relating to the Provided Data; 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.

9.4 Procedures.  Any claim for indemnification hereunder requires that (a) the indemnified party provides the indemnifying party prompt written notice of the claim (provided that a failure or delay in providing such notice will 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 will not make any settlement that requires a materially adverse act or admission by the indemnified party or imposes any obligation on the indemnified party without the indemnified party’s written consent (such consent not to be unreasonably delayed, conditioned or withheld).  The indemnifying party will not be liable for any settlement made without its prior written consent.

10. LIMITATION OF LIABILITY.

EXCEPT FOR INDEMNITY OBLIGATIONS PURSUANT TO SECTION 9 (INDEMNIFICATION),  IN NO EVENT WILL EITHER PARTY BE LIABLE IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, OR (B) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE NET AMOUNTS PAID OR PAYABLE TO NARRATIVE BY CLIENT 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 THE AGREEMENT AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THE FOREGOING DOES NOT LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

11. TERM AND TERMINATION.

11.1 Term of Agreement. The Agreement will commence on the Effective Date and continue in effect until terminated as provided herein (the “Term”).

11.2 Order Term. Each Order will have its own term as specified therein (the “Order Term”). Except as set forth in such Order, each Order will automatically renew for successive renewal terms equal in length to the initial Order Term, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Order Term.

11.3 Suspension. Narrative may suspend a Client’s Account(s) and use of the Narrative Services immediately without prior notice if (A) Narrative reasonably suspects that (i) Client has breached its obligations under Section 3.2 (Restricted Data), Section 4 (Data Licensing Services), Section 8 (Warranties and Disclaimers) and/or the Acceptable Use Policy; (ii) Client is using the Narrative Services or otherwise acting in a fraudulent or untruthful manner; or (iii) use of the Narrative Services through Client’s Account is threatening the security, integrity, or availability of the Narrative Services generally or otherwise causing immediate, material and ongoing harm to Narrative or others; or (B) Client has not paid Fees due within thirty (30) days of the due date (other than disputed Fees pursuant to Section 7.4). Narrative’s suspension right is in addition to any other remedies that it may have under the Agreement or otherwise.

11.4 Termination.  The Agreement may be terminated (in whole, or in respect of any Order(s)) (i) by either party on thirty (30) days’ prior written notice if (a) there are no Orders then in effect, (b) if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching party; or (ii) by either party immediately upon written notice (a) for convenience if Client is a PAYG Client (which notice may be via email); or (b) if the other party makes any assignment for the benefit of creditors, ceases to conduct business in the ordinary course or is declared insolvent or bankrupt, or makes an assignment of substantially all of its assets for the benefit of creditors, or a receiver is appointed, or any proceeding is demanded by, for or against the other party under any provision of bankruptcy or insolvency legislation, which is not dismissed within 90 days.

11.5 Effects of Termination.  Upon any expiration or termination of the Agreement, (a) Client will 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 will cease, except that (i) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) will survive, and (ii) Section 1 (Definitions), Sections 5 (Proprietary Rights), 6 (Confidentiality), 7 (Payments), 8 (Warranties and Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 12 (General Provisions) and this Section 11.5 will survive. Termination of the Agreement will not terminate any Data Licenses then in effect, except as may otherwise be expressly stated in the applicable Data License. Narrative does not have any obligation to, and will not be liable for, storing any Provided Data after termination or expiration of the Agreement.

12. GENERAL PROVISIONS.

12.1 Entire Agreement; Amendment; Waiver.  The Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding its subject matter. The Agreement may be executed in counterparts, which taken together will constitute one instrument. Online acceptance of the Agreement will have the same force and effect as execution of an original, and an electronic acceptance will be deemed an original and valid signature. Client acknowledges that Narrative may from time to time modify the Agreement and will provide notice of any material changes by posting the modified Agreement at https://www.narrative.io/legal/terms-of-service (or such other location of which Narrative gives notice) with an updated revision date. Unless Narrative specifies otherwise, changes become effective for Client on renewal of the then-current Orde Term (including for PAYG Clients, as of the next upcoming month after the revision date) (the “Effective Date”). Client’s continued use or access of the Narrative Service after the applicable Effective Date constitutes Client’s acceptance of the changes and agreement to be bound by the modified Agreement. Client should review the Agreement each time it accesses the Narrative Service to stay up to date on any changes. The failure of either party to enforce its rights under this Agreement will not be construed as a waiver of such rights, and the exercise of one right or remedy is not 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.

12.2 Governing Law.  The Agreement will 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 will not apply to the Agreement. The parties consent to the exclusive jurisdiction and venue for actions related to the Agreement in the state or federal courts located in New York County, New York.

12.3 Remedies.  Except as expressly provided otherwise herein, each right and remedy in the 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 6 (Confidentiality) or provision of Restricted Data, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law.  Accordingly, the non-breaching party will be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

12.4 Notices.  All notices under the Agreement will be in writing, in English and delivered to the parties at their respective addresses stated in the Terms of Service, or to the e-mail address Client provides in its Account, or in the form of notifications through the Narrative Service. Client is responsible for ensuring that Account information includes a current and accurate email address. Notices to Narrative: 228 Park Ave. South, PMB 23303, NY, NY 10003; Attn: COO, with a copy (which itself does not constitute notice) to legal@narrative.io. Each party may update its notice information by giving notice of such change as provided in this Section. Client (a) consents to receive communications from Narrative in an electronic form; and (b) agrees that all terms and conditions and other communications that Narrative provides to Client electronically satisfy any legal requirement for a writing.

12.5 Force Majeure.  If either party is prevented from performing its obligations under the 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, such as communications or network providers), the affected party will give written notice thereof to the other party and its performance will be extended for the period of delay or inability to perform due to such occurrence.

12.6 Client Name.  Narrative may use Client’s name, logo or trademarks to the extent necessary to provide the Narrative Services, as well as in customer lists or other promotional materials, in each case, without Client’s prior written approval.

12.7 Assignment.  The Agreement 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 the Agreement, upon written notice but without consent of the other party, to an Affiliate or to any successor to all or substantially all of its business as part of a merger, acquisition, reorganization, or other change of control transaction. The Agreement will 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.

12.8 Independent Contractors.  The parties are independent contractors under the Agreement, and nothing will constitute either party as the employer, employee, agent, representative, joint venturers or partners for any purpose.

12.9 No Third Party Beneficiaries.  The Agreement  does not provide or create any third party beneficiary rights or any other rights for the benefit of anyone other than the parties hereto.