Section 1: User Terms of Service

GetStoryBox.com (“StoryBox” or “we”) allows individuals (“Contributors”) to submit photos, videos, and text (“Social Media Content”) in response to a marketing campaign (“Campaign”) sponsored by a StoryBox client company (“Client”). The Social Media Content and Management services offered by StoryBox (collectively, the “StoryBox Services”) are hosted in the United States. When you upload Content, you agree to this Terms and Conditions Agreement (“Agreement”). StoryBox collects Content and transmits Content to the Client. The Client has the exclusive and final say on which Content they use in their respective Campaigns.

By accessing and/or using the StoryBox Services, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you browse the StoryBox Services without being registered) or you are a “Contributor” (which means that you have registered with StoryBox or have given direct approval to a Client via a designated hashtag on a social media platform) and have uploaded Content. The term “User” refers to a Visitor or a Contributor.
StoryBox reserves the right to modify this Agreement from time to time, and each such modification shall be effective upon posting on the StoryBox Services. All material modifications will apply prospectively only. Your continued use of the StoryBox Services following any such modification constitutes your acceptance of the Agreement as modified.

  1. Eligibility.
    Use of the StoryBox Services and registration to be a Contributor for the StoryBox Services (“Membership”) is void where prohibited. By registering, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information on file with StoryBox; (c) you are 18 years of age or older; and (d) your use of the StoryBox Services does not violate any applicable law. Your profile may be deleted and your Membership may be terminated without warning, if we learn or reasonably believe that any of the above conditions are not being met.
  2. Term.
    This Agreement shall remain in full force and effect while you use the StoryBox Services or are a Contributor. You may terminate your Membership at any time, for any reason, by following the instructions on the Contributor’s Account Information page. StoryBox reserves the right to (i) reject, refuse to transmit to Client, or remove, any Content, and (ii) restrict, suspend, or terminate your access to the StoryBox Services, without liability. StoryBox reserves the right to reassign or rename your profile URL. StoryBox may terminate your Membership at any time without liability. Even after Membership is terminated, this Agreement will remain in effect as necessary by its provisions.
  3. Fees.
    Currently, use of the StoryBox Website is free. StoryBox may charge for access to and use of the StoryBox Website. In such case, all Contributors will be notified in advance of such change.
  4. Contributor Account Information.
    When you register, we collect the following minimum information: name, date of birth, address, email address. Some Clients may request additional information. It is Your choice to provide the requested information. You are entirely responsible for maintaining the confidentiality of Your account credentials. You are solely responsible for any and all use of your account. You agree to notify StoryBox immediately if you suspect any unauthorized use of your account. You agree not to use the account, username, email address or password of another Contributor.
  5. Social Media Content.
    1. Grant of License. When you post Social Media Content, including (as applicable) Content with Client hashtags, you grant a non-exclusive, worldwide, irrevocable, perpetual, royalty-free, fully-paid up and transferable license to use such Social Media Content to (i) the Client (including StoryBox and similar authorized service providers), and (ii) associated Client merchants (collectively, the “Licensees”) for social media marketing, advertising and related purposes, in any media now or hereafter known and without obligation or accounting to you.
    2. Right to Use Your Name and Likeness. You grant each of the Licensees the right to store and publish your name, username, likeness and other identifying information you provide in connection with the Social Media Content you post.
    3. Your Responsibilities. You are solely responsible for any Social Media Content that you submit. By submitting Social Media Content, you hereby represent and warrant that: (i) subject to the rights you grant to the Licensees hereunder, you own all rights in and to your Social Media Content you post, (ii) you have all necessary consent from all person(s) appearing in your Social Media Content to post your Social Media Content in accordance with this agreement; (iii) neither you, nor are any individuals appearing in the Social Media Content are a minor (except in the case where you are the minor’s parent or legal guardian with authority to grant permission for the minor’s appearance).
    4. You also hereby agree to indemnify and hold harmless the Licensees and their authorized representatives from any liability in connection with the use of Social Media Content, including but not limited to: (i) claims related to copyright, trademark, privacy or publicity rights, and (ii) claims that the Social Media Content is defamatory, obscene, threatening, hateful, or similar matters. You agree to indemnify and hold StoryBox, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of your use of the StoryBox Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or any Content that you post on, through or in connection with the StoryBox Services.
  6. StoryBox Rights and Obligations. StoryBox or Client may reject, refuse to post or delete any Content for any or no reason, including, non-compliance with this Agreement. StoryBox assumes no responsibility for monitoring the StoryBox Services for inappropriate Social Media Content or conduct, no obligation to modify or remove any inappropriate Social Media Content, and no responsibility for the conduct of the User submitting any such Content.
  7. Honesty and Candor in Submissions. You represent and warrant that for all Content uploaded or submitted by You: (i) You use the product or service described in the Content; (ii) the Content reflects Your and any other person appearing in the Content’s honest opinions, findings, beliefs and experience about or with the product or service described in the Content; (iii) You did not create the Content on behalf of your employer, any organization, or anyone other than Yourself; (iv) if you have a material connection to the Client (such as being an employee of the Client or receiving any payment or benefit from the Client in connection with creating the Content); (v) You have disclosed such material connection in the Content; (vi) the Content does not include any statements about the Advertiser, its products or its services, that the Advertiser itself could not make directly (because unsubstantiated or otherwise false or misleading).
  8. Digital Millennium Copyright Act.
    If you believe your work has been infringed using StoryBox Services or our website, please send StoryBox’s Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the StoryBox Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. StoryBox’s Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, StoryBox, Inc., 560 Mission St., Suite 1300, San Francisco CA, 94105; Attn: Copyright Agent. StoryBox’s Copyright Agent for notification of claimed infringement can also be reached electronically at copyright@getstorybox.com
  9. Client Linked Services.
    Linked Services created by Clients may be available in connection with the StoryBox Services. Linked Services include apps, websites, desktop, wireless, mobile and other services from Clients installed onto your StoryBox profile or shared with other Users or which link to your StoryBox account from outside of the StoryBox Services. Linked Services may use your StoryBox profile information, friends and/or other profile content on the Linked Service and share activity events between StoryBox and the Linked Service (depending on the features the Linked Service chooses to make available).

When you engage with a Client Linked Service, you are interacting with the Client, not with StoryBox. If you choose to use a Client Linked Service, the Linked Service may use and share your data in accordance with the privacy policy of and your privacy settings of the Client. StoryBox is not responsible for and makes no warranties, express or implied, as to the Client Linked Services or the providers of such Linked Services (including, but not limited to, the privacy practices thereof).

  1. Third Party Disputes.
    You are solely responsible for any material or information that you transmit to, and for your interactions with, other StoryBox Users, Clients, third party developers or any other parties with whom you interact through the StoryBox Services and/or Linked Services. StoryBox reserves the right, but has no obligation, to become involved in any way with these disputes.
  2. Privacy.
    Use of the StoryBox Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
  3. Disclaimers.
    STORYBOX IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE AS TO THE CONTENT OR THE ACCURACY AND RELIABILITY OF THE CONTENT POSTED THROUGH OR IN CONNECTION WITH THE STORYBOX SERVICES OR LINKED SERVICES, BY USERS OF THE STORYBOX SERVICES OR LINKED SERVICES, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF STORYBOX. IN ADDITION, STORYBOX IS NOT RESPONSIBLE FOR ANY DAMAGE, INJURY OR LOSS CAUSED BY USERS OF THE STORYBOX SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE STORYBOX SERVICES OR LINKED SERVICES. STORYBOX ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN OPERATION OR TRANSMISSION. STORYBOX IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY COMPUTER SYSTEMS, SERVERS OR PROVIDERS, EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET. UNDER NO CIRCUMSTANCES SHALL STORYBOX BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE STORYBOX SERVICES OR LINKED SERVICES. THE STORYBOX SERVICES AND LINKED SERVICES ARE PROVIDED “AS-IS” AND AS-AVAILABLE AND TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, STORYBOX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, STORYBOX DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE STORYBOX SERVICES IS ACCURATE, COMPLETE, OR CURRENT OR THAT THE STORYBOX SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR. STORYBOX MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE SITE, OR ANY PRODUCTS OR SERVICES OFFERED OR REFERRED TO, ON THIS SITE FOR ANY PURPOSE. STORYBOX CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE STORYBOX SERVICES OR LINKED SERVICES.
  4. Limitation on Liability.
    IN NO EVENT SHALL STORYBOX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE STORYBOX SERVICES OR LINKED SERVICES, EVEN IF STORYBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, STORYBOX’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO STORYBOX FOR THE STORYBOX SERVICES DURING THE TERM OF MEMBERSHIP.
  5. U.S. Export Controls.
    Any software available in connection with the StoryBox Services (the “Software”) is further subject to United States export controls. No software may be downloaded from the StoryBox Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software is at your sole risk.
  6. Disputes.
    The Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. You and StoryBox agree to submit to the exclusive jurisdiction of the courts located within the State of California to resolve any dispute arising out of the Agreement or the StoryBox Services. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
  7. Other.
    This Agreement is accepted upon your use of the StoryBox Website or any of the StoryBox Services and is further affirmed by you becoming a Contributor. Your agreement with StoryBox will always include this Agreement at a minimum. Your access and use of certain StoryBox Services may require you to accept additional terms and conditions applicable to such certain StoryBox Services, in addition to this Agreement, and may require you to download software or other content. The failure of StoryBox to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. StoryBox is a trademark of StoryBox, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
    To contact us regarding any questions about this Agreement, please e-mail any question you may have to feedback@StoryBox.com.

Section 2: Business Client Terms of Service (END USER LICENSE AND SERVICES AGREEMENT)

 

GetStoryBox.com (“StoryBox”), provides a collection of tools, services and resources for businesses to create, launch, operate and manage Social Media Content (the “Services”).

THIS END USER LICENSE AND SERVICES AGREEMENT (this “Agreement”) governs the use of the Services by a business customer (“you” or “Customer”), along with any operating rules or policies that may be published from time to time by StoryBox.

This Agreement expressly incorporates the provisions contained within the following documents also presented on this website:

PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU SIGN UP [link to the Sign Up page] FOR STORYBOX SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THE BUSINESS CUSTOMER TERMS AND CONDITIONS. This AGREEMENT, together with any Statement of Work (“SOW”) or Order Form approved by you under this Agreement, constitute a binding agreement between you and StoryBox, and by using the Site you agree to abide by, and that you are bound, by these this Agreement and its incorporated Terms. If you are using the Services as an employee on behalf of an employer, you must have the authorization to bind your employer. Services are not available to individuals under the age of 18. If you do not meet these qualifications, please do not Sign Up.

On behalf of [Customer name], I have read, understood and agree to the END USER LICENSE AND SERVICES AGREEMENT for the use of StoryBox Services.

StoryBox Business Customer Terms and Conditions

  1. DEFINITIONS
    1. “Agreement” means the End User License and Services Agreement, including these Terms and Conditions and associated Statement(s) of Work.
    2. “Client” means you, the StoryBox Business Customer under this Agreement.
    3. Contributor” means an individual who submits Contributor Content for the Client.
    4. Contributor Agreement” is the agreement at: http://www.GetStoryBox.com/legal/
    5. Contributor Data” means information about the Contributor (name, email, etc.) collected from a Contributor by StoryBox for the Client.
    6. Contributor Content” means a video, static images, audio, text, and any combination of audiovisual elements, submitted by a Contributor through use of the StoryBox Device or aggregated through social media channels.
    7. “StoryBox Device” means the StoryBox media capture and media player software and tools licensed under this Agreement.
    8. “StoryBox Platform” means the hosted platform and related Services provided by StoryBox to Client.
    9. “Intellectual Property Rights” means any and all: (a) rights associated with works of authorship (e.g., copyrights); (b) trademark and similar rights; (c) trade secrets; (d) patents and similar rights; (e) any other intellectual property rights however designated.
    10. “Services” means the end-to-end services to be provided by StoryBox to Client hereunder, as set forth in any Statements of Work.
    11. “Statement of Work” means a statement of work agreed upon by the parties, which will, at a minimum, describe any specific Services to be performed by StoryBox for Client hereunder.
  2. SERVICES, LICENSE, AND CONTENT.
    1. Services are defined generally at GetStoryBox.com.
    2. License.
      1.  StoryBox grants to Client a nonexclusive, nontransferable, limited license, without right of sublicense, all in accordance with and during the term of a Statement of Work, to: (a) download, install and host multiple copies of the StoryBox Device, and (b) access and use the StoryBox Platform.
      2. StoryBox reserves all rights in and to the StoryBox Platform and StoryBox Device not expressly licensed to Client hereunder.
    3. StoryBox will make available to Client the StoryBox Device in embeddable code, and initial account and password information for access to the StoryBox Platform, after the Effective Date.
    4. As between StoryBox and the Client, Client shall have ownership of all rights, title and interest (including all Intellectual Property Rights) in and to the Contributor Content, provided, however, StoryBox retains the right to display or use Contributor Content (i) on its website, as necessary, to perform under this Agreement and (ii) to defend legal claims related to the Contributor Content.
  3. RESPONSIBILITIES.
    1. StoryBox has no obligation or responsibility to review, validate or verify Contributor Data or Contributor Content.
    2. Client will use the StoryBox Platform and Contributor Content in compliance with the guidelines for usage set forth in the StoryBox Terms of Use at http://www.getstorybox.com/privacy/. Any breach of the foregoing, or any attempt by Client to reverse engineer, decompile, disassemble, damage, or access the source code for, the StoryBox Platform or StoryBox Device shall be grounds for immediate suspension of Service or Termination.
    3. Client shall not remove the trademark “Powered by StoryBox”, or any other StoryBox logo, trademark, or service mark from the StoryBox Platform or StoryBox Device.
  4. FEES AND PAYMENT.
    1. Client shall pay to StoryBox the fees set forth on GetStoryBox.com.
    2. Monthly Subscription Fees are paid by credit card on a month-to-month basis and are not refundable for any reason.
  5. CONFIDENTIALITY.
    1. “Confidential Information” means information provided by a Party to the other Party where such information is marked or communicated as being “proprietary” or “confidential”, or where such information is, by its nature, confidential. Contributor Content is not Confidential Information. Confidential Information does not include any information which: (a) is publicly known at the time of its disclosure; (b) is published or otherwise made known to the public without breach of this Agreement or any other agreement; (c) was generated independently by a Party before its receipt from the other Party; or (d) is obtained by a Party from an unrelated third party without a duty of confidentiality
    2. Each Party shall not use or disclose the other Party’s Confidential Information for any purpose other than as permitted or required for the performance of their respective obligations, or as otherwise expressly permitted hereunder, for as long as such information is Confidential Information in accordance with Section 5.1.
  6. TERM AND TERMINATION.
    1. This Agreement is a master agreement that allows the Client access to the StoryBox Platform and StoryBox Device.
    2. The Term of this Agreement shall commence on the date of acceptance by Client and shall remain in effect until terminated in accordance with the provisions of this Section 6.
    3. Either party may terminate this Agreement for cause, effective immediately, by canceling within the StoryBox Platform or by giving written notice to the other party, if:
      1. the other Party materially breaches a provision of this Agreement if such breach is curable, fails to cure such breach within thirty (30) days after the date of written notice by the non-breaching party of such breach; or
      2. the party provides written notice of termination.
    4. Upon termination of this Agreement:
      1. Client shall have three calendar days in which to download any Contributor Content it desires to keep. Thereafter, StoryBox shall terminate access to the StoryBox Platform; and
      2. Except as required to perform under Section 6.4(b), the licenses granted by StoryBox hereunder shall immediately terminate.
  7. GENERAL PROVISIONS.
    1. Use of Marks. Each Party hereby grants to the other a nonexclusive, limited license for the Term of the Agreement to publicly display the name, logos, trademarks and/or service marks of the other Party (collectively, “Marks”) on the other Party’s website. The owner of a Mark shall have discretion over the appearance of its respective Marks on the other Party’s website. The benefit of all use of a Mark and any goodwill which accrues as a result of the use thereof shall inure to the owner of such Mark.
    2. Warranties; Indemnification. Each Party represents and warrants that it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Party will indemnify and hold the other harmless from any claims, liabilities, losses and damages (including any reasonable costs or legal fees) arising out of (a) any breach of this Agreement or arising out of any other wrongful act or omission of its employees or agents, or from and against all claims by third parties resulting from (i) such Party’s breach of any representations and/or warranties set forth above; and (b) claims that materials provided by such Party and intended for use by the other Party violate the patent, copyright, trademark or other intellectual property right of any third party. In the event Client uses the Instagram Contest Manager feature, Client agrees (i) to indemnify StoryBox from any claim arising out of Client’s conduct of an Instagram contest, and (ii) that it shall not expressly name StoryBox in any respect in the contest description or rules. Except as expressly stated herein, THE SERVICES, STORYBOX PLATFORM AND STORYBOX DEVICES ARE PROVIDED “AS-IS” WITH NO WARRANTIES; AND STORYBOX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
    3. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT OR SERVICE PROVIDED HEREUNDER, SUCH AS, BUT NOT LIMITED TO, LOSS OF USE, INCOME OR PROFITS, OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORESEEABILITY THEREOF, WHETHER ARISING OUT OF TORT OR CONTRACT. In no event will StoryBox’ total, cumulative liability arising out of or related to this Agreement exceed the amount of fees actually paid by Client to StoryBox during the twelve (12) months prior to the first event giving rise to such claim; provided, however, that liability for any customizations made under a Statement of Work shall be limited to the amount of the invoice thereof.
    4. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Neither Party may assign this Agreement to any other entity without the other Party’s prior written approval, which approval shall not be unreasonably withheld; provided, however, either Party may assign this Agreement without the consent of, but with notice to, the other Party, to a parent, subsidiary or affiliate of the assigning Party, or to a successor-in-interest to all or substantially all of the assets or stock of the assigning Party, provided the assignee agrees in writing to be bound by the terms and conditions hereof as if an original signatory hereto within thirty (30) days of such assignment.
    5. Independent Contractors. StoryBox and Client are independent contractors. Neither party will represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity.
    6. Waiver and Severability. The failure of any party to enforce any of the provisions hereof shall not be construed as a waiver of the right of such party thereafter to enforce such provisions. The terms and conditions stated herein are declared to be severable. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, it shall be enforced to the maximum extent possible. The validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
    7. Notices. Notices under this Agreement shall be in writing and delivered by overnight mail or by email or facsimile with receipt, to the persons whose names and business addresses appear above and such Notice shall be effective on the date of receipt (“Notice”); provided, however, that Notice sent via email or facsimile must be followed within one day with Notice by first class mail.
    8. Force Majeure. Neither party will be liable for any failure to perform (except for payment of monies due hereunder) due to unforeseen circumstances or causes beyond its reasonable control. In the event of force majeure, time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby.
    9. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of laws. The parties hereby consent to the exercise of exclusive jurisdiction by the state or federal courts in the State of California for any claim relating to the enforcement of, or any rights under, this Agreement.
    10. Equitable Relief. The parties each acknowledge that any breach of Sections 2.2, 3.3 and 5 of this Agreement cannot reasonably or adequately be compensated by damages in an action at law and that a breach or threatened breach of any such provision shall cause the non-breaching party irreparable injury and damage. The parties, therefore, agree that the non-breaching party shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any actual or threatened breach of Sections 2.2, 3.3 and 5 of this Agreement.
    11. Entire Agreement; Counterparts. This Agreement, including all Statements of Work and Exhibits, represents the entire agreement of the parties, and supersedes any prior or contemporaneous understandings, whether written or oral. No subsequent agreement among the Parties or any modification of this Agreement shall be effective or binding unless it is made in writing by authorized representatives of the Parties. This Agreement may be executed in counterparts and delivered by facsimile, PDF or other electronic copy and such execution and delivery will have the same force and effect of an original document with original signatures.