Last modified: March 22, 2023

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This Master Subscription Agreement is between Clearstory Technologies, Inc. (“Company” or “Clearstory”) and the Customer identified on the Order Form to which it is attached and/or in which it is incorporated by reference (“Customer”). This Master Subscription Agreement is incorporated by reference into such Order Form and becomes effective on the effective date thereof (“Effective Date”) (any Order Form and this Master Subscription Agreement along with any exhibits, schedules and addenda hereto, the “Agreement”). The parties agree as follows:

 

1. DEFINITIONS

1.1.   “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

1.2.   “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.3.   “Customer Data” means electronic data and information submitted by or for Customer to the Services.

1.4.   “Documentation” means the online user guides, documentation, and help and training materials for the Services made available at https://knowledge.clearstory.build/.

1.5.   “Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between Customer and Company (e.g. Clearstory's Sales Order Form), including any addenda and supplements thereto.

1.6.   “Platform” means, collectively, the web application and related software currently located at https://www.clearstory.build (together with any materials and services available therein, and successor site(s) thereto, the “Site”), and any related mobile software application(s) made available by Company (together with any materials and services available therein, and successor application(s) thereto, the “App”).

1.7.   “Project” means a unique Clearstory workspace created within the Services and used to facilitate communication about one dedicated project (e.g. without limitation, a new construction project or contract).

1.8.   “Services” means the products and services that are ordered by Customer under an Order Form and made available online or through the Platform by Company, including any associated offline components.

1.9.   “Support” means customer support for the Services, as described in Exhibit A

1.10. “User” means an individual who is authorized by Customer to use the Service, for whom Customer has ordered the Service, and to whom Customer has supplied a user identification and password. Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2. COMPANY RESPONSIBILITIES

2.1.   Provision of Services and Support. Company will provide Customer the Services and Support in accordance with the terms of this Agreement and the Service Level Addendum attached hereto as Exhibit A. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

2.2.   Privacy. Submission of Customer Data to the Services shall be governed by the Company’s Privacy Policy, located at https://www.clearstory.build/privacy-notice (the “Privacy Policy”).

3. USE OF SERVICES

3.1.   Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing upon the execution of a new Order Form by the parties, (c) any added subscriptions will terminate on the same date as the underlying subscriptions and (d) in the case of user subscriptions, any user subscriptions added during a subscription term will be prorated for the portion of that subscription term remaining at the time the subscriptions are added.

3.2.   Usage Limits. Services are subject to usage limits, including, for example, quantities and/or functionality restrictions referenced in the applicable Order Form. Unless otherwise specified, (a) a quantity in an Order Form refers to Users or Projects as indicated therein, and the Service may not be accessed by more than such number of Users or to create more than such number of Projects, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service. Customer will reasonably cooperate with any audit of its use of the Services. If Customer violates a contractual usage limit, Company will so notify Customer and may work with Customer to bring Customer’s usage into conformity with the limit. If, notwithstanding Company's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will, promptly upon Company’s request, execute an Order Form with Company, as applicable, for additional quantities of Company services as required, and/or pay any invoice for excess usage in accordance with the payment terms below.

3.3.   Customer Responsibilities. Customer will (a) be responsible for its and its Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Platform, and notify Company promptly of any such unauthorized access or use, and (d) use Services and Platform only in accordance with the Documentation and applicable laws and government regulations.

3.4.   Login Credentials. Customer usernames and passwords are for personal use only and should be kept confidential by Customer; Customer, and not Company, is responsible for any use or misuse of user names or passwords, and Customer must promptly notify Company of any unlawful or unauthorized use of user names or passwords, or Customer’s Platform account.

3.5.   Usage Restrictions. Customer will not, and shall ensure that its Users do not:

3.5.1. Post, store, transmit or otherwise make available through or in connection with the Services or the Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; (d) in violation of a third-party privacy or data protection right, (e) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner or (f) otherwise in violation of law.

3.5.2. Post, transmit or otherwise make available through or in connection with the Services or the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to do harm, including damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

3.5.3. Harvest or collect information about users of the Services or the Platform.

3.5.4. Interfere with or disrupt the operation of the Services, the Platform or the servers or networks used to make the Services or Platform available, including by hacking or defacing any portion of the Services or the Platform; or violate any requirement, procedure or policy of such servers or networks.

3.5.5. Restrict or inhibit any other authorized person from using the Services or the Platform.

3.5.6. Reproduce, modify, adapt, translate, create derivative works of, sell, resell, license, sublicense, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services or the Platform except as expressly authorized herein.

3.5.7. Access the Services or Platform in order to build a competitive product or service or to benchmark with a third party product or service.

3.5.8. Reverse engineer, decompile or disassemble any portion of the Services or the Platform, except where such restriction is expressly prohibited by applicable law.

3.5.9. Remove any copyright, trademark or other proprietary rights notice from the Services or the Platform.

3.5.10.     Frame or mirror any portion of the Services or the Platform, or otherwise incorporate any portion of the Services or the Platform into any other product or service.

3.5.11.     Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather content from the Services or Platform, or to reproduce or circumvent the navigational structure or presentation of the Services or Platform.

3.5.12.     Use the Services or Platform to store or transmit payment card information, health-related data, or any other sensitive personal data.

3.6.   U.S. Federal Government End Use Provisions. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212 (Software), any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. If a government agency has a need for rights not granted under these terms, it must negotiate with the Company to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

3.7.   Limited Facilitation of Projects. Company offers the Services and Platform as a means to facilitate the provision of change orders, time and material tags, and other interactions between subcontractors, general contractors, owners and other parties in connection with construction projects (“Construction Projects”). Company has no responsibility for or control over User interactions in connection with such Construction Projects, and makes no guarantees regarding the quality, safety or legality of such interactions or Construction Projects; the truth or accuracy of any content or information submitted to the Services or Platform in connection with such Construction Projects; or the capabilities of any person or entity to provide any services or payments in connection with such Construction Projects. Customer acknowledges and agrees that (a) Customer is solely responsible for its acts and omissions, as well as the acts and omissions of its Users, and Company is not responsible for the acts or omissions of any such Users in connection with any Construction Projects; and (b) any disputes relating to or arising from a Construction Project, including those relating to interactions on or through the Platform or Services shall not involve Company or place any liability thereupon. Company does not have control of, take responsibility for, or guarantee the outcome or completion of, any Construction Project, and Customer hereby releases Company from any such responsibility.

4. CONFIDENTIALITY, PROPRIETARY RIGHTS AND LICENSES

4.1.   Protection of Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Company includes, but is not limited to, non-public information regarding current and planned features, functionality and performance of the Service, as well as this Agreement. The Receiving Party agrees to take commercially reasonable precautions to (i) protect such Confidential Information, and (ii) not to use or divulge to any third person any such Confidential Information, except as reasonably necessary to perform or receive the Services, provide the Platform, or as otherwise permitted herein and if so, only where such third party is also subject to confidentiality and use obligations similarly protective to those herein. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

4.2.   Licenses. Customer shall own all right, title and interest in and to the Customer Data, provided however, Customer grants a non-exclusive license to Company to host, copy, transmit, display and otherwise use the Customer Data in order to provide the Services and the Platform. Company shall own and retain all right, title and interest in and to (a) the Services, Support, Platform and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology or materials developed or delivered in connection with the Services, Platform or Support, and (c) all intellectual property rights related to any of the foregoing. Customer grants to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services and Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of the Services or Platform. Customer warrants that Customer is the owner or legal custodian of, or otherwise has the right to provide to Company, Customer Data transmitted via the Services and has the full authority to transmit and store the Customer Data through the Services.  

4.3.   Analytics. Notwithstanding anything to the contrary, Company, as a part of the Services, shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services, the Platform and related systems and technologies (including, without limitation, Customer Data and information concerning Customer Data and data derived therefrom) (“Aggregated Data”), and Company will be free (during and after the term hereof) to (i) use Aggregated Data to provide, improve and enhance the Services or the Platform and for other development, diagnostic and corrective purposes in connection with the Services, the Platform and other Company offerings, and (ii) disclose Aggregated Data solely in aggregated or other de-identified form in connection with its business.

5. FEES AND PAYMENT

5.1.   Fees. Customer will pay to Company the fees described in Order Form(s) in accordance with the terms therein and herein (the “Fees”). If Customer’s use of the Services and Platform exceeds permitted usage or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage from the date of the overage and Customer agrees to pay the additional fees in the manner provided herein or in the applicable Order Form. Except as otherwise specified herein or in an Order Form, (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) quantities purchased cannot be decreased during the relevant subscription term.

5.2.   Invoicing and Payment. Fees will be invoiced in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date, and invoices may be sent electronically. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

5.3.   Overdue Charges. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.

5.4.   Suspension or Termination of Services. If any amount owing by Customer is 30 days or more overdue, Company may, without limiting its other rights and remedies and without incurring any liabilities therefrom, suspend access to the Platform, the Services and Support until such amounts are paid in full, provided Company has given Customer at least 10 days’ prior notice that its account is overdue. If any amount owing by Customer is sixty (60) days or more overdue, Company may, without limiting its other rights and without incurring any liabilities therefore, terminate this Agreement and any applicable Order Form(s).

5.5.   Payment Disputes. Provided Customer has timely paid all undisputed Fees owing to Company, Company will not exercise its rights under the “Overdue Charges” or “Suspension or Termination of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently and timely to resolve the dispute. Any dispute relating to Fees must be presented to Company in writing, with reasonable details to permit the Company to address such dispute, within 30 days from the date of invoice.

5.6.   Taxes. Company’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Customer will reimburse Company for that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. In such case, Company will calculate applicable Taxes based on the Billing Address specified in the relevant Order Form. Customer will be responsible for self-assessing and paying any additional Taxes arising from its use of Services and/or Support at a different address and provide Company with proof of payment of such additional Taxes on request. Customer will promptly notify Company of any changes to a Customer address specified in an Order Form. Should any payment for Services be subject to withholding tax by any government, Customer shall remain liable to Company for the full amounts invoiced hereunder, without reduction, and provide proof of payment of such withholding tax upon Company’s request. For clarity, Company is solely responsible for taxes assessable against it based on its income (other than such withholding taxes), property and employees.

6. TERM AND TERMINATION

6.1.   Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated, or until this Agreement has been terminated in accordance with its terms. For avoidance of doubt, termination of this Agreement terminates the Order Form(s) relevant to the basis for such termination.

6.2.   Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified below or in an Order Form, Order Forms and all subscriptions thereunder will automatically renew for additional periods of one year, on the same terms and without entry into a new Order Form, unless either party gives the other notice of non-renewal at least sixty (60) days before the end of the relevant subscription term.

6.3.   Termination. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this Agreement and such breach is not cured before the end of the thirty (30) days. In the event of Customer’s termination due to Company’s uncured breach hereunder, Customer will pay in full for the Services up to and including the last day on which such services are provided.

6.4.   Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and general terms.

7. WARRANTY AND DISCLAIMER

7.1.   Representation. Each party represents that it has validly entered into this Agreement and all Order Forms hereunder and has the legal power to do so.

7.2.   DISCLAIMERS. COMPANY MAKES NO WARRANTY THAT THE SERVICES OR PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLATFORM. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. MUTUAL INDEMNIFICATION

8.1.   Indemnification by Company. Company shall defend Customer against any claims or suits made or brought against you by a third party resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, and shall indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer in settlement of, such claim; provided that Customer notifies Company immediately of any and all threats, claims and proceedings related thereto, gives reasonable assistance requested by Company, and afford Company the opportunity to assume sole control over defense and settlement of such claim. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) are combined with other products, processes or materials not supplied by Company, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement or the Documentation. If, due to a claim of infringement, the Services or Platform are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing, (b) obtain for Customer a license to continue using the Service, or (c) terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the remainder of the subscription term of the Service. Notwithstanding anything to the contrary herein, this Section 8.1 states Company’s sole liability to Customer, and the Customer’s exclusive remedy against Company, for the type of claim described in this section.

8.2.   Indemnification by Customer. Customer represents, covenants, and warrants that Customer will use the Services and Platform only in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify, defend and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from (a) a violation or alleged violation of the foregoing or otherwise from Customer’s use of Services or Platform or breach of this Agreement, (b) the use, transmission, access, disclosure or other processing of Customer Data, or (c) Customer’s violation or alleged violation of applicable law, rule or regulation. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services or Platform it believes may be (or alleged to be) in violation of the foregoing.

9. LIMITATION OF LIABILITY

9.1.   Limitation of Liability. Notwithstanding anything to the contrary herein, the parties agree that Company’s aggregate liability hereunder will not exceed the amount paid by Customer hereunder in the twelve (12) months preceding the incident. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability.

9.2.   Exclusions. In no event will Company have any liability to Customer for any lost profits, revenues, goodwill or indirect, special, incidental, consequential, cover, business interruption or punitive damages, however caused, whether an action is in contract or tort and regardless of the theory of liability, even if Company has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

9.3.   Restrictions. Notwithstanding anything to the contrary herein, Customer’s payment obligations under Section 5 (Fees and Payment) above or under any Order Form.

10. GENERAL PROVISIONS

10.1. Export Compliance. The Services, other Company technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Company and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S.-embargoed country (currently Crimea, Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. or other applicable export law or regulation.

10.2. Anti-Corruption. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Company employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Company.

10.3. Publicity and Reference. Either party may publicly identify the other party as a customer or vendor, as applicable, using the other party’s name and logo. Either party may issue a press release announcing Customer’s selection of the Services, the text of which will be subject to the other party’s prior written approval, not to be unreasonably withheld or delayed. Customer will use commercially reasonable efforts to act as a sales reference for Company upon request once per quarter, provided Customer is satisfied with the Services.

10.4. Entire Agreement and Order of Precedence. This Agreement (including the applicable Order Form(s)) are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No modification, amendment, or waiver of any provision of this Agreement (including any Order Form) will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in a purchase order or other order documentation generated by Customer (excluding Order Forms issued by Company) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) the rest of this Agreement, and (3) the Documentation.

10.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

10.6. No Third-Party Beneficiaries. The parties each recognize and agree there are no third-party beneficiaries under this Agreement.

10.7. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, (c) confirmed delivery by courier service, or (d), except for notices of an indemnifiable claim (“Legal Notices”) which must be sent by one of the methods (a)-(c) herein, the day of sending by email. Notices to Company will be addressed to the attention of its Chief Executive Officer at Clearstory Technologies, Inc., 1211 Newell Avenue Suite 220, Walnut Creek, California 94596, and cc by email cpage@clearstory.build. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer on the applicable Order Form, and Legal Notices to Customer will be addressed to Customer and be clearly identifiable as Legal Notices. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

10.8. Waiver. No failure or delay by either party in exercising any right hereunder will constitute a waiver of that right.

10.9. Severability. If any provision of this Agreement or any Order Form is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void to the extent it is contrary, and the remaining provisions of this Agreement or the applicable Order Form will remain in effect.

10.10. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

10.11. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

10.12. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by confidential and binding arbitration in San Francisco, California before a single arbitrator. The language to be used in the arbitral proceedings will be English. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. The parties agree to keep all disputes arising under this Agreement confidential, except as necessary in connection with a judicial challenge to or enforcement of an award or unless otherwise required by law or judicial decision. The arbitrator may issue orders to treat any information regarding such proceedings, including the award, as Confidential Information under this Agreement. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a state or federal court in San Francisco, California and issues of intellectual property ownership or infringement may be decided only by a federal court in San Francisco, California and not by arbitration. The prevailing party in any action arising from or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs including, without limitation, arbitration fees and fees of experts.             

10.13. Counterparts. This Agreement may be executed by facsimile or electronic signature and in counterparts.

10.14. Non U.S. Jurisdictions. The Services and Platform are controlled or operated (or both) from the United States, and are not intended to subject Company to any non-U.S. jurisdiction or law. The Services and Platform may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Services’ and Platform availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.