Main Services Terms & Agreement

Last Updated: January 7, 2026

THESE TERMS ARE ENTERED INTO BY AND BETWEEN STORYSNAP, LLC AND THE ENTITY OR PERSON PLACING AN ORDER FOR, OR ACCESSING, ANY SERVICES (“CLIENT” OR “YOU”). 

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY STORYSNAP SERVICES, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN (THE “TERMS”). THESE TERMS AND ANY ANCILLARY DOCUMENTS (E.G., ATTACHMENTS, ADDENDA, EXHIBITS) EXPRESSLY REFERENCED AS PART OF THE TERMS, AND ANY ORDER FORMS OR STATEMENTS OF WORK THAT REFERENCE THESE TERMS (EACH AN “ORDER”) ARE COLLECTIVELY THE “AGREEMENT”.

YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.  

IF YOU ARE USING ANY STORYSNAP OFFERINGS AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Modifications to Terms: From time to time, Storysnap may modify these Terms. Changes become effective upon the effective date of a new Order after the updated version of these Terms goes into effect. Storysnap will use reasonable efforts to notify Client of the changes through communications via Client’s Account, email or other means. 

1.     Scope of Work/Description of Services.  

1.1     Storysnap shall provide Client with creative content production and related creative services (“Services”) described in the applicable Order. To be effective, an Order must be signed by the parties hereto. Notwithstanding anything to the contrary, any conflict or discrepancy between these Terms and any Order shall be resolved in favor of these Terms, unless the Order references and overrides a specific provision of these Terms. Services and Deliverables shall be as set forth in the Order. A “Deliverable” is any tangible item that Storysnap is obligated to expressly prepare or provide to Client as set forth in any Order and identified as a Deliverable.  The description of the Services in each Order, including, without limitation, the schedule, Deliverables and the compensation amount set forth therein, will be based upon information Client provides to Storysnap, Client’s timely provision of any required information or assistance, and upon any assumptions set forth in the Order. Client acknowledges that if the information or assistance provided by Client is incomplete, inaccurate, or delayed or if the stated assumptions are not correct, then the parties may mutually agree to modify the Order. 

1.2     The Services may be modified from time to time and may include online software or a portal provided by Storysnap or its licensors, as well as infrastructure (such as storage) and other services provided by third parties (“Online Services”) and such Online Services may be subject to additional license terms and conditions.  

1.3     Storysnap may use subcontractors, independent contractors and other third parties to provide the Service and to perform such other functions on behalf of Storysnap.

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2.     Compensation.  

2.1     The fees and expenses for the Services performed by Storysnap shall be set forth in each Order. Unless otherwise agreed to in writing by Storysnap, all payments will be made in U.S. dollars, by electronic payment acceptable to Storysnap (e.g., credit card, bank wire transfer) in accordance with Storysnap’s instructions and all payments will be free from all setoffs.      

2.2     By providing a credit card to Storysnap, ​C​lient represent​s that ​i​t is authorized to use that credit card for this purpose.  Storysnap may use commercially reasonable actions to validate such credit card. By providing such credit card, ​C​lient agree​s that Storysnap is permitted to invoice and charge that credit card for the applicable fees, applicable taxes, and any other charges that are incurred in connection with the Services​ hereunder, including renewals, together with the credit card surcharge fee. Such fees, taxes, and related charges, together with the credit card surcharge fee, will be billed to the credit card​ designated by Client.  If payment cannot be charged to the designated credit card for any reason, Storysnap reserves the right to, immediately and without notice, suspend or terminate ​C​lient's access to the Services and, at Storysnap’s sole discretion, terminate th​e Agreement. Agreements with the credit card issuer governs use of the designated credit card, and ​C​lient must refer to that agreement to ascertain ​i​ts rights and liabilities as a cardholder. ​C​lient agree​s to allow Storysnap, and ​i​ts affiliates and services providers, to process and store ​Client's payment information.

2.3     Unless otherwise set forth in an applicable Order, all fees and billed expenses are due within thirty (30) days. If Client fails to pay any undisputed invoice within such thirty (30) day period, such unpaid amounts shall be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by law, whichever is lower, plus all expenses of collection, including, but not limited to, Storysnap’s reasonable attorneys' fees and expenses.

2.4     Storysnap’s fees do not include, and Client is liable for, all governmental taxes, assessments, fees or duties (“Taxes”) that may be applicable in connection with Client’s use of the Service or any other products or services provided to Client by or on behalf of Storysnap. Client will be responsible for paying all Taxes, except for Taxes based on Storysnap’s net income or on its acquisition of products or services that Storysnap uses to provide the Service. If Storysnap has a legal obligation to pay or collect taxes for which Client is responsible hereunder, then the appropriate amount will be invoiced to and paid by Client.  

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3. Term and Termination. 

3.1     This Agreement shall become effective on the date of the first signed Order for use of Services (“Effective Date”) and shall continue in effect for a period of one year (the “Initial Term”).  Thereafter, this Agreement shall automatically renew for successive one-year periods (each a “Successive Term”) unless: (i) either party elects not to renew this Agreement by giving the other party thirty (30) days’ written notice of its intent not to renew this Agreement, or (ii) this Agreement is terminated by either party in accordance with the terms herein. The Initial Term and each Successive Term shall be the “Term”.  The term of each Order (the “Subscription Period”) will be set forth in the applicable Order and shall not auto-renew unless agreed to by the parties in the applicable Order.

3.2     After the Initial Term, either party may terminate this Agreement at any time by giving thirty (30) days prior written notice to the other party.  Unless expressly stated in an Order, Orders shall not be terminable pursuant to this Section 3.2.  If Services being performed by Storysnap pursuant to an Order are in progress, this Agreement shall remain in full force and effect until the Services are completed, or the Order is otherwise terminated.

3.3     In the event of a Default (as defined below), the non-defaulting party may issue a default notice to the defaulting party, and if the defaulting party does not cure the Default within fifteen (15) days of the notice, an Order or this Agreement may be terminated by the non-defaulting party by providing the defaulting party with notice. Termination shall not relieve the parties of any obligation accruing with respect to this Agreement prior to such termination or any obligation that is intended to survive after the termination or expiration of this Agreement.  The term "Default" shall mean any of the following:

3.3.1     failure by a party to comply with or to perform any material provision or condition of this Agreement for fifteen (15) days after written notice thereof to such party; provided, however, if in the exercise of due diligence, a breach shall require more than the fifteen (15) days to cure, a party shall not be in default hereunder if it has commenced the cure within fifteen (15) days and proceeds to complete the cure with due diligence; or

3.3.2     a party becomes insolvent, is unable to pay its debts as they mature or is the subject of a petition in bankruptcy, whether voluntary or involuntary, or of any other proceeding under bankruptcy, insolvency or similar laws; or makes an assignment for the benefit of creditors; or is named in, or its property is subject to, a suit for appointment of a receiver; or is dissolved or liquidated; or

3.3.3     a breach of any representation, warranty or covenant contained herein; or 

3.3.4     in the case of Client, a failure to pay Storysnap for any undisputed amounts due within fifteen (15) days of receiving notice that such balance remains due and outstanding.

3.4     In the event of a Default, whether or not this Agreement has been terminated as provided herein, the non-defaulting party shall be entitled to pursue any remedy provided in law or equity.   

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4.     Representations.  

4.1     Each party represents and warrants that (i) it has the full power and authority to enter into this Agreement and to perform the obligations contained in this Agreement; and (ii) that its entry into, and performance under this Agreement, will not violate any law, statute or regulation or result in a breach of any material agreement or understanding to which it is bound.

4.2     Client further warrants and represents that it has duly obtained and will continue to maintain during the Term, any and all licenses, permits, and authorizations necessary or required by Federal, state or local laws, rules, regulations, and/or ordinances covering Client’s activities pursuant to this Agreement. If Client includes, or directs Storysnap to include, any content, including, but not limited to, written works, photography, music, use and likeness, sound recording, video recordings, or any other content, including without limitation descriptions or claims regarding Client products or services (“Client Materials”), Client warrants and represents that: (i) Client has obtained all appropriate authorizations and releases, including, but not limited to, all releases of any Client personnel’s or third party’s appearance, name, image, voice, personal identification, use and likeness that Storysnap includes on behalf of Client in any testimonial, social media post, audio, video, visual, or recording, (ii) Client has obtained all required licenses and approvals for inclusion in the Deliverables, and shall be solely liable for any payment due therefrom. 

4.3     Storysnap further warrants and represents that (i) the Services will be performed in a professional, timely and workmanlike manner in accordance with this Agreement; and (ii) all personnel designated to perform the Services will be properly qualified to perform the duties to which they are assigned, provided that Client’s sole and exclusive remedy for any breach thereof shall be the reperformance of the applicable Services.  If      the Order specifies that Storysnap shall provide any content, any third party materials, including, but not limited to, written works, photography, music, use and likeness, sound recording, video recordings, or any other content that requires licenses and/or approvals, other than Client Materials, Storysnap warrants and represents that Storysnap has obtained all required licenses and approvals required for inclusion in the Services.

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5. Indemnification.  

5.1     Client shall be responsible for the accuracy, completeness and propriety of information concerning its organization, products, services, industry and the like which it furnishes to Storysnap.   It will be Client's responsibility to review all materials prepared by Storysnap under this Agreement to confirm that representations, direct or implied, with respect to Client's organization, products, services and industry are accurate and supportable by objective data then possessed by Client. Accordingly, Client shall indemnify, defend and hold Storysnap harmless from and against any and all losses, damages, liabilities, claims, demands, suits and expenses (including reasonable attorneys’ fees) (“Losses”) which Storysnap may incur or be liable for as a result of any third party claim, suit or proceeding or threatened claim, suit or proceeding (“Claim”) made or based upon or arising out of allegations that:

(a)  Any descriptions or depictions of Client's organization, products, services or industry or any other advertising materials created, prepared, produced or designed by Storysnap for Client that is false, deceptive, misleading or otherwise inaccurate or improper;

(b)  Any Client Materials infringe any third party’s rights, including, without limitation, intellectual property rights, or misappropriates a third party’s confidential information;

(c)  The manufacture, sale, distribution, description or use of any of Client's products or services; or  

(d)  Client’s use of the Deliverables or Services (except to the extent covered by Section 5.2).

5.2     Storysnap shall indemnify, defend and hold Client harmless from and against any and all Losses which Client may incur or be liable for as a result of any Claim made or based upon or arising out of allegations that the Services infringe any third party’s rights, including, without limitation, intellectual property rights, or misappropriates a third party’s confidential information when used in accordance with limitations identified by Storysnap (except to the extent including Client Materials). 

5.3     As a condition of receiving an indemnification under this Agreement, the Party seeking indemnification hereunder (the “Indemnified Party”) will provide the other Party (the “Indemnifying Party”) with: (a) prompt written notice of the claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party’s obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure; (b) complete control over the defense and settlement of the claim (provided, that the Indemnifying Party will not settle any claim without the Indemnified Party’s prior written permission if the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim, such permission not to be unreasonably withheld, delayed or conditioned); and (c) such assistance in connection with the defense and settlement of the claim, at the Indemnifying Party’s expense, as the Indemnifying Party may reasonably request

5.4     This Section 5 states the Indemnified Party’s sole and exclusive remedy against, and the Indemnifying Party’s sole liability to, the other Party for any type of claim under this Section 5. Notwithstanding the foregoing, each Party will have the right to terminate this Agreement pursuant to Section 3.3 to the extent the event giving rise to indemnification constitutes a material breach of this Agreement.

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6. DISCLAIMERS & LIMITATION OF LIABILITY.

6.1     WARRANTY DISCLAIMER.  EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, STORYSNAP DISCLAIMS ALL OTHER WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.  STORYSNAP SHALL IN NO WAY BE RESPONSIBLE OR LIABLE FOR ANY PRODUCTS OR ANY OTHER INFORMATION PROVIDED BY CLIENT. THE SERVICES ARE PROVIDED "AS IS" AND STORYSNAP SHALL NOT BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. STORYSNAP MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RESULTS CLIENT WILL OBTAIN BY USING STORYSNAP’ S SERVICES.

6.2     LIMITATION OF LIABILITY: EXCEPTING EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN, A PARTY’S BREACH OF CONFIDENTIALITY OR WILFUL MISCONDUCT, AND EXCEPTING CLIENT’S OBLIGATION TO PAY STORYSNAP IN ACCORDANCE WITH THIS AGREEMENT OR AN APPLICABLE STATEMENT OF WORK, IN NO CASE SHALL EITHER PARTY’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED IN THE AGGREGATE, THE SUM OF THE AMOUNT PAID TO STORYSNAP PURSUANT TO AN Order THAT GIVES RISE TO THE DISPUTE IN THE TWELVE MONTHS PRIOR TO THE DATE THAT SUCH DISPUTE ARISES.  

6.3     DAMAGE DISCLAIMER: IN NO EVENT WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY UNDER ANY TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF, OR PERTAINING TO, THE SUBJECT MATTER OF THIS AGREEMENT OR ANY ORDER, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

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7. Confidentiality.

7.1     Each party may disclose (the “Discloser”) to the other party (the “Recipient”) certain commercially valuable or otherwise proprietary or confidential information relating to the Services, operations, products, sales and business of the Discloser and its affiliated and related companies or third parties including, without limitation, trade secrets, processes, promotional information, item rankings, data and know-how, software programs, techniques, marketing plans, strategies, forecasts, unpublished copyrightable material, consumer lists, personal information with respect to employees, customers or others, sources of supply, prospects or projections, or any other proprietary or confidential matter, (“Confidential Information”). Confidential Information shall include, but is not limited to, intellectual property, methods, methodologies, business plans, trade secrets, and information relating to any and all aspects of the disclosing party’s business or products. Confidential Information can be contained in any medium, including verbal form, graphic form, machine readable or electronic form, or written or other tangible form, whether or not marked as confidential.  

7.2     Each party shall apply to the Confidential Information at least no less security measures and degree of care than those which it applies to its own confidential information but in no event less than a reasonable degree of care.  Each party shall only make Confidential Information available to those employees, consultants and agents who have a need to know such Confidential Information in order to carry out the purpose of this Agreement or any Order; provided, however, the Recipient may disclose Confidential Information if such disclosure is required pursuant to any government statute, regulation or any court order, provided that the Recipient takes reasonable actions to avoid and/or minimize such disclosure, including, if possible, providing prompt, advance notice of the impending disclosure to enable the Discloser to seek a protective order or otherwise prevent such disclosure.    

7.3     Confidential Information shall exclude any information that: (a) is or becomes part of the public domain through no wrongful act or failure to act on the part of the Recipient, (b) that is rightfully received by Recipient from a third party in possession of it who was not subject to any restrictions on the disclosure of such information; (c) is approved in writing for release by an authorized officer of  the Discloser, or; (d) which has been independently developed by Recipient (as evidenced by its written records) without violation of this Agreement or any rights of the Discloser hereto. The obligations with respect to Confidential Information shall survive for a period of two (2) years after the termination or expiration of this Agreement.  The parties shall return the Confidential Information and all corresponding files upon receipt of written request from the other party.

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8. Independent Contractors.  Nothing contained herein shall be deemed or construed to create any partnership or joint venture between Client and Storysnap.  All activities by Storysnap, or its subcontractors, under the terms of this Agreement shall be carried on by Storysnap, or its subcontractors, as an independent contractor and not as an agent for or employee of Client. Under no circumstances shall any employee of Storysnap or employee of its subcontractors be deemed or construed to be an employee of Client, nor shall Storysnap and Client be deemed to be co-employers of any employee or subcontractor.  Each party shall be solely responsible for payment of compensation to its personnel.  Each party shall pay and report, for all of its personnel all federal and state income tax withholding, social security taxes, and unemployment insurance applicable to such personnel.

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9. Assignment. Neither party may assign or delegate any or all of its rights (other than the right to receive payments) or its duties or obligations hereunder without the consent of the other party, which consent will not be unreasonably withheld; provided, however, that either party may assign this Agreement, without the need to obtain consent of the other party, to an Affiliate of such party or to a successor in interest to substantially all of the business of that party to which this Agreement relates.  An assignee of either party authorized hereunder will be bound by the terms of this Agreement and will have all of the rights and obligations of the assigning party set forth in this Agreement. If any assignee will fail to agree to be bound by all of the terms and obligations of this Agreement, then such assignment will be deemed null and void and of no force or effect.  “Affiliate” of a party will mean any corporation, partnership or legal entity which controls, is controlled by, or is under common control with such party. 

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10. Force Majeure.  If either party hereto is prevented from complying, either totally or in part, with any material term(s) or provision(s) of this Agreement by reason of acts of God, acts of a public enemy, acts of any Federal, state or local government, agency or department thereof, tariffs, quotas, embargoes, acts of any person engaged in subversive activity or sabotage, fires, floods, hurricanes, local, state or national emergency orders, explosions, or other catastrophes, epidemics or quarantine restrictions, involuntary strikes or other labor stoppages, pandemics, viruses (such as COVID-19 or any variant thereof) slowdowns or disputes, or any other cause beyond the control of the parties, then upon prompt written notice to the other party, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability.  The disabled party shall make all reasonable efforts to remove such disability within thirty (30) days of giving notice of such disability.  If the disability continues for more than ten (10) days after the cessation of the reason for such disability, the non-disabled party shall have the right to terminate this Agreement immediately upon written notice, and neither party shall thereafter have any further rights or obligations hereunder, except as set forth in the surviving provisions.

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11. Notices.  All notices, reports, consents and receipts shall be in writing and shall be deemed duly given on (a) the date of personal or overnight courier delivery; or (b) five (5) business days after the date of deposit in the United States mail, by postage paid, return receipt requested first-class mail, addressed as follows:

If to Client: To the address information specified on the Order

If to Storysnap: Storysnap, LLC

56 Broad St

STE 14099

Boston, MA 02109

Attn: Accounting Department

Email: accounting@testimonialhero.com

Either party may change its mailing address by written notice to the other party by providing notice in accordance with this provision.

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12. Intellectual Property. 

12.1     Each party expressly agrees that each shall not disclose or reveal to the other party any trade secrets, secret processes, or other proprietary information or documents of any kind, including, without limitation, all copyrights, trademarks, trade names, domain names, patents, patent rights, inventions, industrial designs, trade secrets, and confidential information (collectively, the “Intellectual Property Rights”) which the disclosing party does not have the free and complete right to disclose to the other party and which the party receiving such information is not free to use without liability or restriction of any kind.

12.2     Client acknowledges that Storysnap possesses certain methodologies, ideas, concepts, strategies, tools, source or object code, techniques, software, know-how, trade secrets, patents, expertise, proprietary information, generic and business information, processes, procedures, and other intellectual property, which has been created, owned, or developed by or licensed to Storysnap prior to, or independent from, the performance of Services under this Agreement, and all modifications thereof (collectively, the “Storysnap Property”). Storysnap retains all rights, title, control, and interest to (including, without limitation, the unlimited right to use) the Storysnap Property. This Agreement does not transfer to Client title to any intellectual property comprised or contained in any Storysnap Property. To the extent such Storysnap Property is necessary to use the Materials, Storysnap shall notify Client and grants Client a limited, non-exclusive, non-transferable, perpetual, royalty free, worldwide license to use such Storysnap Property solely for such purposes. 

12.3     Client expressly agrees that all suggestions, solutions, improvements, corrections and other contributions provided by Client to Storysnap regarding the Services or other materials provided to Client, shall be owned by Storysnap, and Client hereby agrees to assign any and all such rights to Storysnap and shall execute any documents necessary to make such assignment effective. Storysnap shall own all of its delivery data, which shall include, but is not limited to, all materials, information, photography, writings, files, data files, documentation, and other content or materials provided by Storysnap to Client as part of the Services or that is aggregated and collected by Storysnap in order to provide the Services hereunder to Client.

12.4     Each Deliverable, in its final form, and if video, inclusive of raw footage, that is delivered by Storysnap to Client pursuant to this Agreement (whether delivered in electronic or other form) that is approved, selected and fully paid for by Client as set forth in the applicable Order (except for rights in or to any property licensed from third parties or any Storysnap Property (defined above)) (“Materials”) will be owned by Client. Storysnap shall not be responsible for alterations made by Client to Materials delivered hereunder.  

12.5     “Client Data” is any content, images, copy, data, or other material entered or made available to Storysnap by Client in connection with Client’s use of the Services.  As between Client and Storysnap, Client is and shall remain the sole and exclusive owners of all right, title and interest in and to the Client Data, and Client grants Storysnap the license to Client Data in order to provide the Services.

12.6     Use Rights.

(a)     Subject to the terms herein, Storysnap hereby grants Client a non-exclusive, non-transferable right to access and use, through Client’s employees and its independent contractors and subject to terms substantially similar to those herein, the Services. No other third party may use the Services on Client’s behalf without the express prior written consent of Storysnap.

(b)     The Services may require username(s) and associated password(s) (“Account(s)”) to enable Client’s personnel to access and use the Services. If so, Client will provide to Storysnap (or allow Storysnap to create) such Accounts, which may be limited in number. Client and Storysnap further agree that each will maintain the security of each Account and will notify the other party immediately if any of the Accounts have been compromised. Client is solely responsible for all actions with respect to the Services undertaken by Client employees in its Account(s).

(c)     Except as expressly permitted herein, Client shall not directly or indirectly (or allow third parties to) do any of the following: (i) sell, distribute, sublicense, rent, lease, publicly display, use as a service bureau or otherwise commercially exploit the Services or any Storysnap Property or any rights provided Client hereunder (including for time sharing, hosting, service provider or similar purposes); (ii) introduce any data, advertising, or other material through its use of the Services that is infringing, obscene or libelous, or that violates any law, regulation, or third-party right; or use the Services in an illegal manner; (iii) create derivative works from, or reverse engineer, decompile, disassemble or attempt to derive source code from any portion of the Services or any Storysnap Property; (iv) take any action that could have the effect of damaging the Services or its security, or interfering with other Storysnap customers’ use of Storysnap services; (v) cause or allow any computerized or mechanical process to access or to collect content from or in connection with the Services, or to send unsolicited or unlawful e-mail in connection with the Services or with reference to Storysnap; (vi) remove any copyright notices or other proprietary notices or restrictions from any portion of the Service or Storysnap Property; (vii) use the Services or other Storysnap Property in any other manner not contemplated by this Agreement.

13.     Miscellaneous.

13.1 Counterparts. Your Agreement may be executed in counterparts, including by means of .pdf, email or faxed signature pages, any one of which need not contain the signature of more than one party, each of which shall be deemed an original, but all of which together shall constitute the entire Agreement.

13.2 Entire Agreement. This document, including attachments and exhibits hereto and any documents incorporated by reference herein, constitutes the entire agreement and understanding between the parties regarding the subject matter hereof, and supersedes and merges all prior discussions and all oral and/or written agreements between them relating thereto.

13.3 Waiver. No waiver, modification or amendment to this Agreement shall be valid unless in writing, signed by the parties hereto. No usage of trade or course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any party hereunder.  No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege.

13.4 Governing Law & Jurisdiction.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York (without regard to the conflicts or choice of law principles thereof). Storysnap and Client hereby agree and consent to the exclusive jurisdiction of the state and/or federal courts located in the state of New York for purposes of enforcing the terms of this Agreement, and each party hereby expressly waives any objection to the laying of venue or the personal jurisdiction of such courts.    

13.5 WAIVER OF JURY TRIAL.  THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND DELIVERED BY EITHER PARTY IN CONNECTION HEREWITH.

13.6 Non-Exclusive. This Agreement is non-exclusive.  Nothing in this Agreement restricts either party from developing, marketing, selling, licensing, and/or distributing its products or services in the normal course of business or through its standard sales or business channels. 

13.7 Interpretation. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be found to be illegal or invalid under applicable law, such provision shall be either modified to conform to applicable law or considered ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

13.8 Non-Solicitation. During the period beginning with the commencement date for Services under a particular Order and ending twelve (12) months after the completion or termination of the Order, Client agrees not to offer employment to or hire any employee or contractor of Storysnap who is directly involved in the Services being performed under the Order. For purposes of the preceding sentence, the term "employment" will include any form of employment, consulting, contract relationship, or other arrangement pursuant to which such individual will, directly or indirectly, perform services for the new employer.  Client agrees that the restrictions imposed by this covenant are fair and reasonable and are reasonably required for the protection of Storysnap’s investment in its Services and form a material part of this Agreement. If the foregoing restriction exceeds the maximum restriction that a court of competent jurisdiction would enforce, then the restriction shall be deemed limited to be the maximum that such court would enforce. In the event Client breaches this provision, Client agrees to pay as liquidated damages a cash fee equal to one hundred percent (100%) of the hired individual’s first year base compensation. CLIENT AGREES THAT THIS REPRESENTS A REASONABLE ESTIMATION OF DAMAGES AND IS NOT A PENALTY.

13.9 Use of Client Name. Storysnap may use and publish Client's name and logo on Storysnap’s electronic media such as e-mail or Web pages, in its customer lists, lists of referrals for other customers (or potential customers), and in other promotional information such as brochures, reports, letters and white papers. Storysnap may not use and publish Client’s name and logo in press releases and case studies without Client’s prior written consent.  

13.10 Survival. The provisions of this Agreement which by their nature intend to survive the termination or expiration shall so survive the termination or expiration of this Agreement.

13.11 No Duress. Each party acknowledges that it: (i) has reviewed this Agreement with competent counsel of its’ choosing before executing this Agreement; (ii) has carefully read and understands the terms of this Agreement; and (iii) has signed this Agreement freely and voluntarily and without duress or coercion and with full knowledge and understanding of its significance and consequences of the terms of this Agreement.