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ClearDoc, Inc.



TERMS OF Service



Last Updated Date: 5/1/2020



Previous versions can be found at www.openreel.com/enterprisetos



Welcome, and thank you for your interest in ClearDoc, Inc. (doing
business as OpenReel) (“OpenReel,” “we,” “our,”
or “us”). These terms of service (“Terms”)
establish the terms and conditions that apply to you when you use the
Service (as defined below).



BY USING THE SERVICE OR BY CLICKING “I AGREE” YOU INDICATE YOUR
ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE
TERMS. YOU MAY NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE
TERMS. OpenReel may change these Terms at any time. We will make
reasonable efforts to provide you with prior notice of any material
changes to these Terms. Your continued use of the Service after any
change to these Terms means that you accept all such changes. You
should consult these Terms each time you access the Service to view
any changes. These Terms were last modified on the date indicated
above.



AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION
ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS
OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A
DISPUTE. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING
info@openreel.com WITHIN 30
DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND
LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.



1. Use of the Service.



A. Service. The “Service” includes
OpenReel’s website located at https://www.openreel.com
(the “Site”), OpenReel’s software-as-a-service platform
(“OpenReel Platform”), and OpenReel’s mobile application
(“App”), each as may be updated, relocated, or otherwise
modified from time to time; all content and services OpenReel makes
available through the Site or Apps; and all intellectual property
rights arising out of or related to the foregoing. The Service allows
you to capture, direct, and edit video. Any person who accesses or
uses the Service, whether on their own behalf or on behalf of any
third party, is an “OpenReel User.” If you are accessing
or using the Service on behalf of a third party (an “OpenReel
Enterprise Customer
”), your access to and use of the Service is
also subject to the terms of OpenReel’s agreement with the OpenReel
Enterprise Customer (the “Enterprise Agreement”),
including the OpenReel Enterprise Customer’s obligation to pay fees
for your access to and use of the Service.



B. License. Subject to your compliance with these Terms
(and the OpenReel Enterprise Customer’s compliance with the
Enterprise Agreement, if applicable), OpenReel hereby grants you a
non-exclusive, revocable, non-transferable license to download a copy
of the App and access and use the OpenReel Platform; in each case,
solely for the following purposes: (i) if you are accessing and/or
using the App and OpenReel Platform on behalf of or on invitation
from an OpenReel Enterprise Customer, you may access and use the App
and OpenReel Platform solely in connection with such OpenReel
Enterprise Customer’s internal business purposes and in accordance
with the restrictions that apply to the license type they purchased
for you; (ii) if you are an individual purchasing access to the App
and OpenReel Platform on your own behalf, you may access and use the
Service for your personal use and not for resale; and (iii) you may
access and view the Site internally to learn more about OpenReel and
its products and services.



C. Equipment. The Service requires the use of
telecommunications, computer hardware, software, video, and audio
equipment (the “Equipment”). OpenReel does not provide the
Equipment, and is not responsible for any performance issues to the
extent related to the Equipment. Payment for the Equipment and the
Equipment’s functionality is solely your responsibility (or the
responsibility of the OpenReel Enterprise Customer, if applicable).
You may be required to give OpenReel (and, if applicable, the
OpenReel Enterprise Customer) access to the Equipment and permission
to use the Equipment to capture video and audio. You are solely
responsible for maintaining the integrity and security of your
Equipment and systems. OpenReel is not responsible for performing,
and is not liable for any failure to perform, any back-up of any
Works (defined below) in or through the Services. OpenReel recommends
that you perform regular exports and back-ups of your Works. If you
are using the Service on behalf of an OpenReel Enterprise Customer,
you agree that: (1) the OpenReel Enterprise Customer’s access
to the Equipment is governed by any limitations or agreements between
you and the OpenReel Enterprise Customer; and (2) OpenReel is
not responsible, and will not be liable, for any such access.
Additionally, you are solely responsible for the payment of all
applicable fees associated with internet or cellular service you use
in connection with the Service (such as voice, data, SMS, MMS,
roaming, other applicable fees charged by your carrier).



D. Deactivation. Subject to any limitations in the
Enterprise Agreement (if applicable), OpenReel may, at any time and
without notice to you: (1) restrict, deactivate, and/or terminate
your access to the Service (or any portion thereof); or (2) terminate
or modify the Service (or any portion thereof). OpenReel will not be
liable to you or any third party for any termination of or
modification to the Service regardless of the reason for such
termination or modification. If you are dissatisfied with any
termination or modification of the Service, your only remedy is to
stop using the Service.



E. Privacy Policy. OpenReel’s policy with respect to
the collection and use of your information is described in our
Privacy Policy
available at www.openreel.com/privacy. By accepting these Terms, you
acknowledge your agreement with OpenReel’s Privacy Policy.



F. Subcontractors. OpenReel may use subcontractors or
other third parties to perform its obligations under these Terms, but
OpenReel will remain responsible for all such obligations.



2. Registration; Eligibility; Restrictions.



A. OpenReel Users. OpenReel might require you to
complete a registration process to access certain parts of the
Service. You must complete the registration process by providing us
with current, complete, and accurate information, as prompted by the
applicable registration form.



B. Accuracy of Information. You acknowledge that if you
provide any information to us that is not current, complete, or
accurate, OpenReel may terminate these Terms and your continued
access and use of the Service. You agree to update your information
if it is no longer current, complete, and accurate.



C. Eligibility. You represent and warrant that you are
at least 18 years of age and that you have not been previously
suspended or removed from the Service. You are permitted to use the
Service only in North America.



D. Credentials. As part of the registration process,
you might be asked to select a username, password, or other login
credentials. You are responsible for maintaining the security and
confidentiality of your login credentials. You agree to notify
OpenReel immediately of any unauthorized use of your account or any
other breach of security. To notify us, contact us at
info@openreel.com. You are
responsible for all use of the Service occurring under your account
and all content posted with your account on the Service. You may not
share your login credentials with any third party. OpenReel will not
be liable for any loss that you incur as a result of someone else
using your login credentials or account. You may be held liable for
any losses incurred by OpenReel or a third party due to someone else
using your account or login credentials.



E. Your Responsibilities. You may use the Service
solely for lawful purposes, as intended through the provided
functionality of the Service. You may not use the Service in any
manner that could damage, disable, overburden, or impair our servers
or networks, or interfere with any third party’s use and enjoyment
of the Service. You may not attempt to gain unauthorized access to
the Service, user accounts, or computer systems or networks, through
hacking, password mining, or any other means. Without limiting any of
the foregoing, you may not (and you may not allow or assist any third
party to):



(1) use, copy, modify, create derivative works, install, transfer, or
distribute the Service, except as specifically described in these
Terms and any usage limitations described in the package you have
purchased (and, if applicable, in the Enterprise Agreement);



(2) rent, lease, or otherwise permit third parties (including any
third party that provides marketing, advertising, public relations,
or video or other digital media services) to use the Service;



(3) except on behalf of an OpenReel Enterprise Customer (if
applicable), use the Service to provide services to third parties
(e.g., as a service bureau or agency), including rebranding the
Service;



(4) circumvent or disable any security or other technological
features of the Service;



(5) probe, scan, or test the vulnerability of any system or network
or breach any security or authentication measures;



(6) gain unauthorized access to the Service, to other OpenReel Users’
accounts, names, or personally identifiable information, or to other
computers or websites connected or linked to the Service;



(7) reverse engineer, decompile, disassemble, or otherwise attempt to
discover the source code, object code, or underlying structure,
ideas, know-how, or algorithms related to the Service;



(8) remove any proprietary notices or labels from the Service or any
related materials;



(9) use the Service to transmit any content that is offensive,
harassing, libelous, abusive, threatening, harmful, or otherwise
objectionable;



(10) use the Service to distribute any viruses or other malicious
code, or to transmit large amounts of data in a way that would be
expected to have a detrimental effect on the Service;



(11) use any robot, spider, site search/retrieval application, or
other manual or automatic device or process to retrieve, index, “data
mine,” or reproduce or circumvent the navigational structure or
presentation of the Service or its contents;



(12) reformat, mirror, or frame any portion of the Service;



(13) harvest or collect information about other OpenReel Users
without their prior written consent;



(14) restrict, discourage, or inhibit any person from using the
Service;



(15) disclose personal information about a third party on the Service
or obtained from the Service without the consent of such third party;



(16) violate any applicable federal, state, or local laws,
regulations;



(17) use the Service in violation of OpenReel’s or any third
party’s intellectual property or other proprietary or legal rights;



(18) express or imply that any statements you make are endorsed by
us, without our prior written consent in each instance;



(19) use the Services as a video conferencing tool or for any purpose
not contemplated by the Documentation; or



(2) use or access the Service to build a competing service.



We may take any legal action and implement any technical remedies to
prevent the violation of these provisions and to enforce these Terms.



3. User Works; Confidentiality.



A. Works. You may use the Service to upload, create, or
edit video and/or audio recordings, templates, and other materials
(the “Works”) through OpenReel’s remote video capture
technology, screen recordings, or otherwise. By creating or
transmitting Works, or by posting Works to any area of the Service,
you grant OpenReel and its designees a worldwide, non-exclusive,
sublicenseable (through multiple tiers), assignable, royalty-free,
perpetual, irrevocable license to use, reproduce, distribute, create
derivative works of, publicly perform, publicly display, make, have
made, sell, offer for sale, and import Works in any media now known
or hereafter developed, for the purpose of providing, enhancing, and
developing the Service, without compensation to you. You grant
OpenReel and its designees the right to use your name, likeness,
photograph, and voice (“Likeness”), to the extent your
Likeness is incorporated into any Works, in connection with providing
the Service to you (and to the OpenReel Enterprise Customer, if
applicable).



B. Monitoring. We have the right (but not the
obligation) to: (1) monitor the Works and use of the Service; and (2)
disclose Works and the circumstances surrounding their transmission
to any third party in order to comply with legal obligations or
governmental requests or to protect OpenReel. If you believe any
content violates our member policies, please contact OpenReel
immediately at info@openreel.com
so that we can consider its editing or removal.



C. Representations. You represent and warrant that: (1)
you are the creator and owner of the Works or otherwise have
sufficient rights and authority to grant the rights granted herein;
(2) OpenReel’s use of the Works in accordance with these Terms will
not infringe, violate, or misappropriate any third-party right,
including any copyright, trademark, patent, trade secret, moral
right, privacy right, right of publicity, or any other intellectual
property or proprietary right; (3) the Works do not and will not
slander, defame, or libel any other person; (4) all Works will comply
with Applicable Law and you will only use and distribute Works in
accordance with Applicable Law; and (5) you have and will maintain
all necessary rights, consents, licenses, and waivers required to
create, record, submit, publish, and use the Works for your intended
purposes, including without limitation consents, licenses, and
waivers from: (i) copyright owners, artists, actors, directors,
performers, writers, producers or any other individuals appearing in
the Works; (ii) public performance rights collection organizations
(e.g., SOCAN, ASCAP, BMI or SESAC); and (iii) the owners of musical
compositions and sound recordings embodied in the Works; (6) unless
you have received prior written authorization, the Works do not
contain any confidential information of any third party; and (7) if
applicable, you have sufficient rights to allow the OpenReel
Enterprise Customer to access and use the Equipment in accordance
with Section 1.C (Equipment).



D. Confidentiality. From time to time during the term
of these Terms, OpenReel may disclose or make available to you
information about its business. You acknowledge that all knowledge,
information and data provided by OpenReel to you that is not
generally known or available publicly, whether or not marked,
designated, or otherwise identified as “confidential” with
respect to the business, operations and marketing of OpenReel’s
products and services, intellectual property of OpenReel that you may
learn or discover, including but not limited to knowledge,
information and data concerning the advertising and publicity program
and related activities in which you may participate, is confidential
information of OpenReel and you will not use or disclose such
confidential information to any third party without the prior written
consent of OpenReel.



4. Optional Third-Party Plugins and Services.



A. Third-Party Services. OpenReel and third parties may
make available third-party products or services, including plugins,
mobile applications, integrations, and related services (“Third-Party
Services
”) that you may elect to purchase or use. Any use by
you of such Third-Party Services and any exchange of data between you
and any Third-Party Service or Third-Party Service provider is solely
between you and the applicable Third-Party Service provider. OpenReel
does not warrant or provide support for Third-Party Services, whether
or not they are designated by OpenReel as “recommended,”
“certified,” or otherwise. OpenReel is not responsible for any
violations of applicable law relating to Third-Party Services, or
arising from your use of Third-Party Services.



B. Third-Party Elements. OpenReel may make available
content licensed from third-party sources (including stock images,
video, audio, or other media) for your use in the Service
(“Third-Party Elements”). If you elect to use Third-Party
Elements, your use will be governed by the applicable terms, which
may include the Storyblocks Royalty-Free License Agreement
(https://www.storyblocks.com/license)



C. No Guarantee. OpenReel does not guarantee the
continued availability of any Third-Party Services (or any
integration with Third-Party Services or related Service features) or
Third-Party Elements, and if such Third-Party Services, Third-Party
Elements, or related features are discontinued, you will not be
entitled to any refund, credit, or other compensation.



5. Ownership.



A. OpenReel IP. The Service, including any content,
templates, modifications, enhancements, and updates, and all
intellectual property rights therein (collectively, “OpenReel
IP
”), is owned by OpenReel and its licensors. No ownership
rights in the OpenReel IP are transferred to you by these Terms. You
do not have any rights in or to the OpenReel IP except for the
limited express rights granted in these Terms.



B. Trademarks. You acknowledge that OpenReel has
acquired, and is the owner of, common law or registered trademark
rights in the name and word mark "OpenReel" and in the
other marks and design marks displayed on the Service. You
acknowledge that this name and these marks are famous and
internationally known. You will not, at any time or for any reason,
challenge the validity of, or OpenReel’s ownership of, the
foregoing name and marks, and you waive any rights you may have at
any time to do so. You may not use our name or marks in connection
with any product or service that is not ours, or in any manner that
is likely to cause confusion. All use of the foregoing name and marks
by you will inure exclusively to the benefit of OpenReel. All marks
shown on the Service but not owned by OpenReel are the property of
their respective owners.



C. Works. As between you and OpenReel, you, your
licensors, or the OpenReel Enterprise Customer on whose behalf you
act (as applicable) own the Works, including all intellectual
property rights therein. No ownership rights in the Works are
transferred to OpenReel by this Agreement. OpenReel does not have any
rights to the Works except for the limited express rights granted in
this Agreement.



D. Feedback. If you give OpenReel feedback, comments,
or suggestions concerning the Service (collectively, “Feedback”),
you hereby assign to OpenReel all right, title, and interest in and
to the Feedback, and OpenReel is free to use the Feedback without
payment, attribution, or restriction.6.



6. Usage Data. OpenReel may collect and analyze data
relating to your use of the Service that is aggregated in such a way
that it is not associated with you (“Usage Data”) and
other information relating to the provision, use, and performance of
various aspects of the Service and related systems and technologies
(including information provided by third-party analytical tools).
OpenReel may analyze, copy, process, collect, use, disclose, and
reproduce Usage Data for any purpose, including for the purposes of:
(1) complying with a regulatory inquiry or judicial action of a
governmental body; and (2) improving the Service and developing
new products, services, features, and functionality.



7. Claims of Copyright Infringement. The Digital Millennium
Copyright Act of 1998 (the “DMCA”) provides recourse for
copyright owners who believe that material appearing on the Internet
infringes their rights under U.S. copyright law. If you believe in
good faith that materials hosted by OpenReel infringe your copyright,
you (or your agent) may send us a notice requesting that the material
be removed, or access to it blocked. The notice must include the
following information:



A. a physical or electronic signature of a person authorized to act
on behalf of the owner of an exclusive right that is allegedly
infringed;



B. identification of the copyrighted work claimed to have been
infringed (or if multiple copyrighted works located on the Service
are covered by a single notification, a representative list of such
works);



C. identification of the material that is claimed to be infringing or
the subject of infringing activity, and information reasonably
sufficient to allow OpenReel to locate the material on the Service;



D. the name, address, telephone number, and email address (if
available) of the complaining party;



E. a statement that the complaining party has a good faith belief
that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law; and



F. a statement that the information in the notification is accurate,
and under penalty of perjury, that the complaining party is
authorized to act on behalf of the owner of an exclusive right that
is allegedly infringed.



If you believe in good faith that a notice of copyright infringement
has been wrongly filed against you, the DMCA permits you to send
OpenReel a counter-notice. Notices and counter-notices must meet the
then-current statutory requirements imposed by the DMCA; see
www.copyright.gov for
details. Notices and counter-notices with respect to the Service
should be sent to info@openreel.com. We suggest that you consult your
legal advisor before filing a notice or counter-notice. Also, be
aware that there can be penalties for false claims under the DMCA.



8. Payment Terms and Order Processing.



A. Fees. If your access to the Service is on behalf of
an OpenReel Enterprise Customer, this Section 8 may not apply to you.
Access to the Service, or certain features of the Service, may
require you to pay fees, including one-time fees or fees on a
subscription basis, and may provide you the option to activate
recurring automatic payments for recurring fees. Before you pay any
fees, including before activating or updating any recurring payments,
you will have an opportunity to review the fees that you will be
charged before you accept them. If you activate or update recurring
payments through the Service, you authorize OpenReel or its
third-party service providers to periodically charge, until
cancellation, all accrued sums. Recurring subscriptions automatically
renew unless they are cancelled via a method described in the Service
at least 24 hours before the end of the current subscription period.
Your use of the Service may be subject to usage limits in accordance
with the Service package you (or the OpenReel Enterprise Customer, if
applicable) select. If you exceed your usage limits, extra charges
may apply.



B. Free Trial. OpenReel may offer a free trial period
during which you can use the Service for a limited period of time.
You can manage or cancel the trial subscription through any methods
described in the Service.



C. Payment Processing. Payment processing services for
OpenReel may be provided by a third-party payment processor, such as
Bill.com or Stripe Inc. (“Payment Processor”). The Payment
Processor uses your credit card to make payments for the Service. The
processing of credit card charges or credits, as applicable, relating
to your use of the Service will be subject to the applicable
agreement with the Payment Processor. For Stripe Inc., this is the
Stripe Connected
Account Agreement
, which includes the Stripe
Terms of Service
(collectively, the “Stripe Services
Agreement
”). You hereby agree to be bound by the applicable
Payment Processor agreement, which may be modified by such Payment
Processor from time to time. As a condition of OpenReel enabling
payment processing services through a Payment Processor, you agree to
provide OpenReel accurate and complete information about you, and you
authorize OpenReel to share it and transaction information related to
your use of the payment processing services provided by OpenReel.
Additional fees may apply to payments made via credit card.



9. Term and Termination.



A. Term. The term of these Terms will commence on the
date on which you first access or use the Service in any way and will
continue so long as you continue to access or use the Service, unless
earlier terminated by OpenReel.



B. Termination and Other Remedies. Either party may
terminate these Terms, effective upon written notice to the other
party, if the other party materially breaches these Terms and such
breach is incapable of cure, or (if such breach capable of cure) the
breaching party does not cure such breach within 30 days of receiving
notice of it. OpenReel may take whatever lawful actions it may deem
appropriate in response to actual or suspected violations of these
Terms including termination of these Terms, the suspension or
termination of your access or account, or blocking you from access to
the Service. Additionally, OpenReel may terminate these Terms, at any
time, in the event that OpenReel ceases to provide the Services or in
the event that OpenReel consummates a Change of Control Transaction.
Change of Control Transaction” means any (i) merger, sale
of outstanding shares of stock of OpenReel, or similar transaction or
series of related transactions in which a third party acquires
majority voting power of OpenReel’s shares of stock, or (ii) sale
or transfer of all or substantially all of OpenReel’s assets.



C. Effect of Termination. The following Sections of
these Terms will survive termination or expiration of these Terms:
1.A, 1.C–1.F, 2.E, 5–15, and 17–20. Either party’s
termination of these Terms is without prejudice to any other remedies
it may have at law or in equity, and does not relieve either party of
liability for breaches occurring prior to the effective date of
termination. Neither party will be liable to the other for damages
arising solely as a result of terminating these Terms in accordance
with their terms.



10. Disclaimer of Warranty.



A. DISCLAIMER. OPENREEL MAKES NO EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO THE SERVICE, THIRD-PARTY SERVICES,
THIRD-PARTY ELEMENTS, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL
IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY
QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND
ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. THE SERVICE, THIRD-PARTY SERVICES, AND THIRD-PARTY ELEMENTS
ARE PROVIDED “AS IS.” OPENREEL DOES NOT WARRANT THAT THE SERVICE,
THIRD-PARTY SERVICES, OR THIRD-PARTY ELEMENTS WILL SATISFY YOUR
REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF
THE SERVICE, THIRD-PARTY SERVICES, OR THIRD-PARTY ELEMENTS WILL BE
UNINTERRUPTED. Some
jurisdictions do not allow the exclusion or limitation of warranties,
so the above limitation or exclusion may not apply to you.



B. Third-Party Information. You acknowledge that any
information you obtain from another OpenReel User comes from those
individuals, and not from OpenReel, and that OpenReel, to the fullest
extent permitted by law, is not responsible for any of the
information these third parties may supply or for any statements,
claims, or representations they make. To the fullest extent permitted
by law, OpenReel disclaims any such statements, claims, or
representations.



11. Indemnification.



A. Defense. At OpenReel’s option and request, you
will defend OpenReel, its affiliates, and their respective directors,
officers, employees, agents, and contractors (the “OpenReel
Parties
”) from any actual or threatened third-party claim,
proceeding, or suit arising out of or based on (1) your breach of any
representation, warranty, or covenant in these Terms, (2)use of the
Service in a manner not authorized under these Terms, (3) your
development, production, and exploitation of the Works (each, a
Claim”). If OpenReel requests you to defend an OpenReel
Party from any Claim, OpenReel will: (1) give you prompt written
notice of the Claim; (2) grant you full and complete control
over the defense and settlement of the Claim; (3) provide
assistance in connection with the defense and settlement of the Claim
as you may reasonably request; and (4) comply with any
settlement or court order made in connection with the Claim.
Notwithstanding the previous sentence, you may not enter into any
settlement that involves an admission of guilt or liability of an
OpenReel Party without OpenReel’s prior written consent. OpenReel
may participate in the defense of a Claim at its own expense and with
counsel of its own choosing.



B. Indemnification. You will indemnify the
OpenReel Parties from and pay: (1) all damages, costs, and
attorneys’ fees finally awarded against an OpenReel Party in any
Claim; (2) all out-of-pocket costs (including attorneys’ fees)
reasonably incurred by an OpenReel Party in connection with the
defense of a Claim; and (3) all amounts that you agree to pay to
any third party to settle any Claim.



12. Limitation of Liability.



A. EXCLUSION OF DAMAGES. NEITHER OPENREEL NOR ANY
OPENREEL PARTY WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL,
INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED
TO THESE TERMS, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF
DATA, EVEN IF OPENREEL IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES
OCCURRING.



B. DAMAGES CAP.
OPENREEL’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED
TO THESE TERMS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM
AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT,
TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE
AMOUNT OF FEES PAID BY YOU TO OPENREEL DURING THE SIX MONTHS
IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY
FINAL JUDGMENT IN AN ACTION); OR (2) $100.



C. INDEPENDENT INVESTIGATION. YOU REPRESENT THAT YOU
HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICE
AND THE POSSIBLE RISKS INVOLVED IN USING THE SERVICE. YOU AGREE TO
MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY
TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.



13. Dispute Resolution.



A. Generally. In the interest of resolving disputes
between you and OpenReel in the most expedient and cost-effective
manner, you and OpenReel agree that any dispute arising out of or in
any way related to these Terms or your use of the Service will be
resolved by binding arbitration. Arbitration uses a neutral
arbitrator instead of a judge or jury and can be subject to very
limited review by courts. Arbitrators can award the same damages and
relief that a court can award. This agreement to arbitrate disputes
includes all claims arising out of or in any way related to these
Terms or your use of the Service, whether based in contract, tort,
statute, fraud, misrepresentation, or any other legal theory, and
regardless of whether a claim arises during or after the expiration
or termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY
ENTERING INTO THESE TERMS, YOU AND OPENREEL ARE EACH WAIVING THE
RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE
ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS
WILL APPLY TO YOU AND OPENREEL UNLESS YOU CHOOSE TO OPT OUT PURSUANT
TO SECTION 13.I (OPT OUT).



Whether to agree to arbitration is an important business decision. It
is your decision to make, and you should not rely solely on the
information provided in these Terms as it is not intended to contain
a complete explanation of the consequences of arbitration. You should
take further steps to conduct research and to consult with others,
including an attorney, regarding the consequences of your decision,
just as you would when making any other important business or life
decision.



B. Exceptions. Despite the provisions of Section 13.A
(Generally), nothing in these Terms will be deemed to waive,
preclude, or otherwise limit the right of either party to: (1) bring
an individual action in small claims court; (2) bring an action in a
court pursuant to the California Private Attorneys General Act of
2004, California Labor Code § 2698 et seq.; (3) seek injunctive
relief in a court of law; or (4) file suit in a court of law to
address an intellectual property infringement claim.



C. Arbitrator. Any arbitration between you and OpenReel
will be governed by the Federal Arbitration Act, and governed by the
Commercial Dispute Resolution Procedures and the Supplementary
Procedures for Consumer Related Disputes (collectively, “AAA
Rules
”) of the American Arbitration Association (“AAA”),
as modified by these Terms, and will be administered by the AAA. The
AAA Rules and filing forms are available online at www.adr.org, by
calling the AAA at 1-800-778-7879, or by contacting OpenReel. The
arbitrator has exclusive authority to resolve any dispute relating to
the interpretation, applicability, or enforceability of this binding
arbitration agreement.



D. Notice; Process. A party who intends to seek
arbitration must first send a written notice of the dispute to the
other party within the applicable statute of limitations period
(“Notice”). OpenReel’s email address for Notice is
info@openreel.com. The Notice
must: (1) describe the nature and basis of the claim or dispute; (2)
set forth the specific relief sought; and (3) if you are sending the
Notice to OpenReel, include your name and address (“Demand”).
The parties will make good faith efforts to resolve the claim
directly, but if the parties do not reach an agreement to do so
within 45 days after the Notice is received, you or OpenReel may
commence an arbitration proceeding. During the arbitration, the
amount of any settlement offer made by you or OpenReel must not be
disclosed to the arbitrator until after the arbitrator makes a final
decision and award, if any. If the dispute is finally resolved
through arbitration in your favor, OpenReel will pay you the highest
of the following: (a) the amount awarded by the arbitrator, if any;
(b) the last written settlement amount offered by OpenReel in
settlement of the dispute prior to the arbitrator’s award; or (c)
$1,000.



E. Fees; Location. If you commence arbitration in
accordance with these Terms, OpenReel will reimburse you for your
payment of the filing fee, unless your claim is for more than $15,000
or as set forth below, in which case the payment of any fees will be
decided by the AAA Rules. Any arbitration hearing will take place at
a location to be agreed upon in New York, New York, but if the claim
is for $15,000 or less, you may choose whether the arbitration will
be conducted: (1) solely on the basis of documents submitted to the
arbitrator; (2) through a non-appearance based telephone hearing; or
(3) by an in-person hearing as established by the AAA Rules in the
county (or parish) of your billing address. If the arbitrator finds
that either the substance of your claim or the relief sought in the
Demand is frivolous or brought for an improper purpose (as measured
by the standards set forth in Federal Rule of Civil Procedure 11(b)),
then the payment of all fees will be governed by the AAA Rules. In
that case, you agree to reimburse OpenReel for all monies previously
disbursed by it that are otherwise your obligation to pay under the
AAA Rules. Regardless of the manner in which the arbitration is
conducted, the arbitrator must issue a reasoned written decision
sufficient to explain the essential findings and conclusions on which
the decision and award, if any, are based. The arbitrator may make
rulings and resolve disputes as to the payment and reimbursement of
fees or expenses at any time during the proceeding and upon request
from either party made within 14 days of the arbitrator’s ruling on
the merits.



F. No Class Actions. YOU AND OPENREEL AGREE THAT EACH
MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL
CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE
CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR
CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 13
(DISPUTE RESOLUTION)). Unless both you and OpenReel agree otherwise,
the arbitrator may not consolidate more than one person’s claims,
and may not otherwise preside over any form of a representative or
class proceeding.



G. Modifications to this Arbitration Provision. If
OpenReel makes any future change to this arbitration provision, other
than a change to OpenReel’s address for Notice, you may reject the
change by sending us written notice within 30 days of the change to
OpenReel’s address for Notice, in which case this arbitration
provision, as in effect immediately prior to the changes you
rejected, will continue to govern any disputes between you and
OpenReel. If you do not send such written notice, your continued use
of the Service following any such change means that you have
consented to such change.



H. Enforceability. If Section 13.F (No Class Actions)
is found to be unenforceable or if the entirety of this Section 13
(Dispute Resolution) is found to be unenforceable, then the entirety
of this Section 13 (Dispute Resolution) will be null and void and the
exclusive jurisdiction and venue described in Section 18.A (Governing
Law) will govern any action arising out of or related to these Terms
or your use of the Service.



I. Opt Out. Arbitration is not a mandatory condition of
these Terms. If you do not want to be subject to this Section 13
(Dispute Resolution), you may opt out of this Section 13 (Dispute
Resolution) by notifying OpenReel in writing of your decision by
sending, within 30 days of the date you receive these Terms, an email
to info@openreel.com, stating
clearly your full name, address, and intent to opt out of this
Section 13 (Dispute Resolution). Should you choose not to opt out of
this Section 13 (Dispute Resolution) within the 30-day period, you
and OpenReel will be bound by the terms of this Section 13 (Dispute
Resolution). You have the right to consult with counsel of your
choice concerning this Section 13 (Dispute Resolution). You
understand that you will not be subject to retaliation if you
exercise your right to opt out of coverage under this Section 13
(Dispute Resolution).



14. Cooperation with Authorities. OpenReel may cooperate with
legal authorities and/or third parties in the investigation of any
suspected or alleged crime or civil wrong. Except as may be expressly
limited by the Privacy Policy, OpenReel may disclose any information
as OpenReel deems necessary to satisfy any applicable law,
regulation, legal process, or governmental request, or to edit,
refuse to post, or to remove any information or materials, in whole
or in part, in OpenReel’s sole discretion.



15. Protected Activity Not Prohibited. Nothing in these Terms
will in any way limit or prohibit you from filing a charge or
complaint with, or otherwise communicating or cooperating with or
participating in, any investigation or proceeding (“Protected
Activity
”) that may be conducted by any federal, state, or
local government agency or commission (“Government Agencies”).
In connection with such Protected Activity, you are permitted to
disclose documents or other information as permitted by law, and
without giving notice to, or receiving authorization from, OpenReel.
In making any such disclosures or communications, you agree to take
all reasonable precautions to prevent any unauthorized use or
disclosure of any information that may constitute OpenReel
confidential information to any parties other than the Government
Agencies.



16. Publicity. You agree that OpenReel may publicly list you
as a customer of OpenReel, and may use your name, trademark, trade
name, logo, and any Works that you provide to OpenReel or that are
publicly available for marketing or promotional purposes and in other
communication with existing or potential OpenReel customers,
resellers, or investors.



17. Compliance with Applicable Law. Each party will comply
with all applicable international, federal, state, provincial, and
local laws, regulations, binding regulatory guidance, directives, and
governmental requirements in connection with exercising its rights or
performing its obligations under this Agreement.



18. Miscellaneous.



A. Governing Law. These Terms are governed by New York
law without reference to its conflict of laws principles. The United
Nations Convention on Contracts for the International Sale of Goods
will not apply to these Terms. Subject to Section 13 (Dispute
Resolution), all claims arising under these Terms will be litigated
exclusively in the federal or state courts of New York, New York. The
parties submit to the jurisdiction in those courts. In any proceeding
to enforce rights under these Terms, the prevailing party will be
entitled to recover costs and attorneys’ fees.



B. Injunctive Relief. If you breach Sections 2
(Registration; Eligibility; Restrictions) or 5 (Ownership), OpenReel
may suffer irreparable harm, and monetary damages may be inadequate
to compensate OpenReel. Accordingly, OpenReel may, in addition to any
other remedies available, seek injunctive or other equitable relief
in response to any such breach.



C. Further Assurances. You agree to execute and deliver
any documents or instruments, and take any further actions that are
reasonably required, to provide the other party the full benefits and
rights described in these Terms.



D. Assignment. You may not assign these Terms or
delegate your performance without OpenReel’s prior written consent,
and any attempt to do so is void; except you may assign these Terms
to an affiliate or in connection with a merger, acquisition,
corporate reorganization, or sale of all or substantially all of your
assets to which these Terms relate. OpenReel may assign or transfer
these Terms without your consent. These Terms are binding upon and
inure to the benefit of the parties’ permitted successors and
assigns.



E. Severability. If any provision of these Terms or
portion of a provision is invalid, illegal, or unenforceable, the
rest of these Terms will remain in effect.



F. No Waiver. Neither party will be treated as having
waived any rights by not exercising (or delaying the exercise of) any
rights under these Terms.



G. Entire Agreement. These Terms constitute the entire
agreement and supersede any other agreement of the parties relating
to their subject matter. No usage of trade or other regular practice
or method of dealing between the parties will be used to modify,
interpret, or supplement these Terms.



H. Amendment. These Terms may only be amended in a
writing signed by both parties and stating that it is amending these
Terms.



I. Nature of Rights. The licenses granted under these
Terms are rights in “intellectual property” within the scope of
Section 101 (or its successors) of the United States Bankruptcy Code
(the “Code”). Each party as licensee will have and may
fully exercise all rights available to a licensee under the Code,
including under Section 365(n) or its successors.



J. Relationship. The parties are independent
contractors of each other. Each party is responsible for instructing
and managing its employees and personnel. These Terms do not create
any agency, partnership, or joint venture relationship between the
parties.



K. No Third-Party Beneficiaries. There are no
third-party beneficiaries of these Terms, except as may be described
in the Enterprise Agreement, or in Section 20 (Notice Regarding
Apple).



L. Notices. All notices under these Terms must be in
writing, and will be considered given: (1) upon delivery, if
delivered personally or by internationally recognized courier
service; (2) three business days after being sent, if delivered
by U.S. registered or certified mail (return receipt requested); or
(3) upon acknowledgement of receipt, if delivered by email.
Either party may update its notice address by notice to the other
party in accordance with this Section. All notices to OpenReel will
be sent to:



ClearDoc, Inc. dba OpenReel



437 5th Ave, 6th Floor



New York, NY 10016



Email:info@openreel.com



Attn: Legal Department



M. Force Majeure. OpenReel will not be liable for any
delay or failure to perform under these Terms as a result of any
cause or condition beyond OpenReel’s reasonable control (a “Force
Majeure Event
”), so long as OpenReel uses reasonable efforts to
avoid or remove those causes of delay or non-performance. If a Force
Majeure Event causes OpenReel to delay or fail to perform its
obligations under these Terms for 30 consecutive days, either party
may terminate these Terms.



N. Interpretation. If OpenReel provides a translation
of the English language version of these Terms, the translation is
provided solely for convenience, and the English version will
prevail. Any heading, caption, or section title contained in these
Terms is for convenience only, and does not define or explain any
provision. Any use of the term “including” or variations thereof
should be construed as if followed by the phrase “without
limitation.”



19. NOTICE FOR CALIFORNIA USERS. Under California Civil Code
Section 1789.3, OpenReel Users located in California are entitled to
the following notice: The Complaint Assistance Unit of the Division
of Consumer Services of the California Department of Consumer Affairs
may be contacted in writing at 400 R Street, Suite 1080, Sacramento,
California 95814, or by telephone at (916) 445-1254 or (800)
952-5210.



20. Notice Regarding Apple. This Section 20 only applies to
the extent you are using the App on an iOS device. You acknowledge
that these Terms are between you and OpenReel only, not with Apple
Inc. (“Apple”), and Apple is not responsible for the
Service or the content thereof. Apple has no obligation to furnish
any maintenance and support services with respect to the Service. If
the Service fails to conform to any applicable warranty, you may
notify Apple and Apple will refund any applicable purchase price for
the mobile application to you; and, to the maximum extent permitted
by applicable law, Apple has no other warranty obligation with
respect to the Service. Apple is not responsible for addressing any
claims by you or any third party relating to the Service or your
possession and/or use of the Service, including: (A) product
liability claims; (B) any claim that the Service fails to
conform to any applicable legal or regulatory requirement; or
(C) claims arising under consumer protection or similar
legislation. Apple is not responsible for the investigation, defense,
settlement, and discharge of any third-party claim that the Service
and/or your possession and use of the Service infringe a third
party’s intellectual property rights. You agree to comply with any
applicable third-party terms when using the Service. Apple and
Apple’s subsidiaries are third-party beneficiaries of these Terms,
and upon your acceptance of these Terms, Apple will have the right
(and will be deemed to have accepted the right) to enforce these
Terms against you as a third-party beneficiary of these Terms. You
hereby represent and warrant that: (i) you are not located in a
country that is subject to a U.S. Government embargo, or that has
been designated by the U.S. Government as a “terrorist supporting”
country; and (ii) you are not listed on any U.S. Government list
of prohibited or restricted parties.



21. Contact Us. If you have any questions about these Terms or
otherwise need to contact us for any reason, you can reach us at
info@openreel.com.