Last Updated: April 5th, 2023
This Software as a Service (SaaS) Agreement ("Agreement") is entered into between Scenario, Inc. ("Scenario," "Company," "we," "us," or "our") and you, the customer ("Customer," "you," or "your"), who may be an individual or an entity acting through an authorized representative. The Customer and Scenario are collectively referred to as the "Parties."Scenario offers tools and services (the "Services") through its platform, accessible at scenario.com and related websites, including but not limited to app.scenario.com (collectively, the "Platform"). These Services enable users to generate images and other digital assets (the "Generated Assets") and create customized AI algorithms (the "User Algorithms") for producing such images and digital assets using their own uploaded content (the "User Assets") together with descriptive input.This Agreement provides the terms and conditions that govern your access to and use of the Platform and Services. By using the Platform or Services, you confirm that you are at least 18 years of age, or if you are between 13 and 18 years old, you are using the Platform and Services under the supervision of a parent or legal guardian. If you are accepting these Terms on behalf of an employer or another entity, you represent that you have the legal authority to bind them to these Terms. By accessing or using the Platform and Services, you agree to be bound by the terms of this Agreement.
1. Definitions
a. "Agreement" means this SaaS Agreement, which includes the Terms and Conditions governing the access to and use of the Platform and Services”
b. "Parties" collectively refers to Scenario and the Customer.
c. "Affiliates" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party. For the purposes of this definition, "control" means the direct or indirect ownership or control of more than fifty percent (50%) of the outstanding voting securities or other voting interests of an entity, or the right to elect a majority of the members of the entity's board of directors or similar governing body.
d."Terms" refers to the terms and conditions set forth in this Agreement, which govern the relationship between Scenario and the Customer, as well as the Customer's authorized Users, in relation to the use of the Services and Platform provided by Scenario. The Terms may be updated or modified from time to time, as described in the Agreement.
e."Supplemental Terms" refers to any additional terms, conditions, or policies that may be applicable to specific features, products, or services offered through the Platform, that may be agreed in written by the Parties.
f. "Platform" refers to Scenario's platform accessible through scenario.com and related websites (including but not limited to app.scenario.com), as well as mobile applications (iOS - Android), and Application Programming Interface (API).
g. "Services" means the tools, functionalities, and services provided by Scenario through the Platform, allowing users to generate new images and digital assets and create customized algorithms
h. "Account" refers to the unique, secure area created by a Customer on the Platform, which allows the Customer and their authorized Users to access and utilize the Services provided by Scenario. The Account contains information, settings, and permissions managed by the Customer.
i. "Customers" refers to the individual or entity that enters into this Agreement, creates an account on the Platform, and is responsible for the payment of fees and the management of their account, including inviting and managing Users associated with the account.
j. "Users" refers to individuals who access, interact with, or utilize the Services provided by Scenario, whether as account holders or as invited members with access to an account and its associated features.
k. "User Assets" refer to the images, content, or other digital assets uploaded by users to the Platform for use in creating Generated Assets.
l. "Generated Assets" are the images and digital assets created by users through the use of the Platform and Services. For the avoidance of doubt, "Generated Assets" also include the "User Algorithms
m. "User Algorithms" are the customized AI algorithms created by users to create Generated Assets using their own uploaded content together with descriptive input.
n. “Usage Data" means non-personally identifiable data or information generated, collected, or derived from the use of the Services by You or Your Users, including but not limited to: (i) data related to the performance, operation, and utilization of the Services; (ii) information about the type and frequency of Your use of the Services; (iii) information about Your User's use of the Services; (iv) device and connection information; (v) information about the content and resources accessed or used through the Services; and (vi) other data and information related to the use, operation, and performance of the Services. Such data and information are aggregated and de-identified to ensure that they cannot be linked to any individual or entity.
o. "Pricing Page" means the webpage on the Platform that contains information about the subscription plans, pricing, and fees associated with using the Services, as well as any other relevant billing or payment details.
p. "Feedback" refers to any comments, suggestions, ideas, or other feedback provided by the Customer to Scenario regarding the Platform, Services, or Generated Assets, whether solicited or unsolicited.
q. "Order" refers to any order form, documentation, or mechanism, including online or email-based methods or registration procedures (e.g., the account page within the Services), which details the scope of the Services to be delivered under this Agreement and the corresponding fees. The definition encompasses any associated addenda and supplementary materials.
r. “Term of Orders” refers to the duration for a particular Order, commencing on the date outlined in the order. The term of Order includes an initial service term, which is the period specified in the order for which the goods or services will be provided, as well as any subsequent renewal terms, if applicable.
s. "Effective Date" means the date on which you first access or use the Services, whether through a free trial or a paid subscription plan.
t. "Intellectual Property Rights" refers to all existing and future legal rights and protections related to the creations and inventions associated with Scenario's Services, including but not limited to software, algorithms, tools, graphics, user interfaces, methodologies, databases, and any other materials or elements developed, provided, or used by Scenario. These rights may encompass copyrights, trademarks, patents, trade secrets, industrial designs, and any other intellectual property rights recognized in any jurisdiction, whether registered or unregistered, and including all applications, renewals, extensions, and restorations thereof.
q. “Third party Content" refers to any content, materials, or information that is not proprietary to you or us, but which is obtained by us from publicly available sources or third party content providers and made available to you and your Users through the Services,
r. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and any other proprietary rights, whether registered or unregistered, and including all applications, registrations, renewals, extensions, and combinations of the foregoing, and all similar or equivalent rights or forms of protection that may be granted or recognized under the laws of any country or jurisdiction in the world.
2. Acceptance of the Terms
By using the Services and accessing the Platform, you accept and agree to be bound by this Agreement, including any modifications that may be made to it from time to time. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will update the "Last updated" date of these Terms when changes are made. Your continued use of the Services and/or Platform after the date such revised Terms are posted constitutes your acceptance of the updated Agreement for future Orders. If you disagree with the updated terms, you may choose not to renew your subscription or cancel any auto-renewal features, if applicable.
For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order. Changes or modifications to the Agreement do not apply retroactively to Orders placed before the update. Please read this Agreement, along with our Privacy Policy, which is incorporated herein by reference and available at https://help.scenario.com or https://scenario.com. By accessing the Platform, you confirm that you have read, understood, and agreed to be bound by this Agreement, including our Privacy Policy. Supplemental terms and conditions or documents that may be posted on the Platform from time to time are expressly incorporated herein by reference.
3. Fulfillment of Services.
a. Users may create a Scenario account by providing a valid email address and selecting a password of their choice, or by sharing the code they receive via email (“Auth0”).
b. Users may have the option to start using the Platform via a free evaluation (free trial of Evaluation Services), subject to the provisions outlined below.
c. Users can invite other members to join their accounts, up to the limit specified in their chosen plan. Users are responsible for maintaining the confidentiality and security of their account, as well as any activities that occur under their username and those of their invitees (including, but not limited to, usernames, passwords, and files uploaded, generated, and stored).
d. Scenario reserves the right to monitor the Services, Your User Assets, and Generated Assets, and may provide varying levels of Support through different channels.
e. It is strongly recommended that users regularly backup any information and content stored on Scenario.
f. The Services may involve transmissions over various networks and hosting partners in order to operate and maintain the Services effectively.
g. Free trial. We may offer Users to try the Platform at no cost, for a limited period of time (“Evaluation Services”, also possibly identified as trials, beta, demos, pilot testing, Early access program, POCs, or proofs-of-concept). These Evaluation Services are provided "as is" and "as available" and are for your internal evaluation purposes only, and not for production use. We have no liability or indemnification obligations with respect to any Evaluation Services, unless otherwise required by applicable law. Your liability under this Agreement for any damages arising out of your use of Evaluation Services, breach of this Agreement, or indemnification obligations will not be limited. Unless otherwise stated, the trial period for Evaluation Services is 30 days from the start date, and we may discontinue them at any time at our sole discretion without liability.
4. Intellectual Property Rights and Ownership.
a. We own the Platform and Services
The Services, including any software, tools, algorithms, and all related Intellectual Property Rights, are and shall remain the exclusive property of Scenario and its licensors. Except for the limited rights granted under this Agreement, no other rights, licenses, or interests in or to the Services or any related Intellectual Property Rights are granted or implied.
b. You own the User Assets and the Generated Assets. Both your User Assets and Generated Assets are and shall remain your exclusive property, and you retain all rights, title, and interest in and to them. Scenario does not claim any ownership rights to the User Assets or Generated Assets. Subject to the limited licenses granted herein, we acquire no right, title, or interest from you or your licensors under this Agreement in or to your User Assets or Generated Assets.You represent and warrant that you own or have the necessary rights and permissions to use your User Assets on the Platform.
c. Limited License to the User Assets and Generated Assets: By using the Services, you grant Scenario a worldwide, non-exclusive, royalty-free, non-sublicensable, non-transferable license to host, use, reproduce, distribute, prepare derivative works of, enhance, and display the User Assets and Generated Assets solely for the purposes of providing the Services to you, generating Usage Data, and improving Scenario's products and services.You represent and warrant that you have the necessary rights and permissions to grant us the limited license rights in your User Assets under these Terms. You also represent and warrant that neither your User Assets, nor your use and provision of your User Assets to be made available through our Services are infringing, misappropriating, or violating a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
d. Ownership of Usage Data: Scenario owns all rights, title, and interest in and to any Usage Data generated or derived from your use of the Services, including any improvements, modifications, or enhancements made to the Services or any related Intellectual Property Rights as a result of such Usage Data. Scenario has the right to use, reproduce, distribute, display, perform, and create derivative works from the Usage Data to improve its products and services, for research and development purposes, and for any other lawful purpose, without any obligation to compensate you.
5. Feedback.
You may provide us with Feedback relating to the Services. If you send us any Feedback, you agree that: (a) you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, disclose, modify, distribute, and exploit such Feedback for any purpose, (b) we have no obligation to you or any third party, and you are not owed any compensation in exchange;; (c) we have no obligation to keep any Feedback confidential. We will own all right, title, and interest in and to any derivative works or improvements created by us based on or incorporating your Feedback.
6. User representations, Prohibited activities
a. General. As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or otherwise prohibited by these Terms. You further agree to comply with any other applicable terms and conditions of use provided in connection with the Services. We reserve the right, without prior notice to you and in our sole discretion, to suspend or terminate your access to our Services if we decide that your use violates these Terms, including for the reasons listed in this section, or for any other reason.
b. Prohibited Use; Unauthorized Access. You agree not, and will not permit any person or entity, to: (a) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (b) act in a fraudulent, tortious, malicious or negligent manner when using our Services; (c) act in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other party’s use of our Services; (d) obtain or attempt to obtain any information through any means not intentionally made available through our Services; (e) obtain unauthorized access to any computer system through our Services; (f) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services, any Marks or any Content; (g) introduce viruses, worms, Trojan horses and/or harmful code to our Services; and (h) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, frame, scrape or index any portion of our Services or any Content. In the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession
c. Prohibited Content and User Activity. You agree that you will not, and will not authorize or facilitate any attempt by another person or organization to use our Services to: (a) transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (b) use a name or language that we, in our sole discretion, deem offensive; (c) post, transmit or otherwise create defamatory statements; (d) post, transmit or otherwise create hateful or offensive content or content that disparages any ethnic, racial, sexual, gender, religious or other group; (e) post, transmit or otherwise create content that depicts or advocates the use of illegal drugs; (f) post, transmit or otherwise create content that characterizes violence as acceptable, glamorous or desirable; (g) post, transmit or otherwise create content which infringes another’s copyright, trademark or trade secret; (h) post, transmit or otherwise create unsolicited advertising or unlawfully promote products or services; (i) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (j) promote, solicit or participate in any multi-level marketing or pyramid schemes; (k) exploit children under 18 years of age; (l) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (m) invade the privacy of any person, including without limitation posting, transmitting or otherwise creating personally identifiable or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (n) solicit personal information from children under 13 years of age; (o) create a false identity or impersonate another person or entity; or (p) encourage conduct that would constitute a criminal or civil offense. We reserve the right to consider other conduct to be prohibited. In addition, you acknowledge and agree that you will not post any content to any of our social media accounts that is any of items (a)–(p) above.
d. Intellectual Property Infringement. You agree that the structure, organization and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (a) use our Services on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (b) alter, enhance, or make derivative works of our Services or any Content available through the foregoing; (c) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services; or (d) sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, you understand and acknowledge that all Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners
e. Removal of third party Content. If we notify you that any third party Content must be removed or modified to comply with applicable law, third party rights, or the terms of this Agreement, you agree to promptly take action. Upon our request, you will confirm in writing that you have deleted and discontinued the use of the third party Content. If you fail to comply or we believe that continued violation is likely, we may disable or remove the third party Content. We may also suspend or discontinue your access to the Services if required by a third party rights holder or if we believe it violates applicable law or third party rights
f. Copyright Infringement; DMCA Policy. If you believe that any materials used in connection with our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (a) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (b) identification of the material that you believe to be infringing, including a description of the material, and its location on our Site; (c) your name, address, telephone number and email address; (d) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (e) a statement that the information in your claim is accurate; and (f) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is Attn: Copyright Agent, Scenario Inc, 501 Gilbert Avenue, Menlo Park, CA 94025, United States. To protect the rights of copyright owners, we reserve the right to suspend any account and/or other any user privileges, delete or disable content alleged to be infringing and/or terminate the account and/or other user privileges of a repeat infringer.
7. Free Evaluations.
Evaluation Services are provided for internal evaluation purposes only, on an "as is" and "as available" basis. We have no liability for Evaluation Services or any free trial, unless such exclusion of liability is unenforceable. You are fully liable for any damages arising from your use of Evaluation Services. The trial period expires in 30 days, and we may discontinue Evaluation Services at any time.
8. Fees and Payment.
a. Fee Schedule. You agree to pay the fees specified in our Fee Schedule, which is available on the Scenario website, or can be agreed upon in writing specifically for certain Customers. Unless otherwise agreed in writing, the fees are charged monthly or yearly in advance. All fees paid or payable are non-refundable, non-cancelable, and non-creditable.
b. Taxes. You are responsible for and shall pay all applicable taxes imposed on or with respect to the Services that are the subject of this Agreement.
c. Fee Changes. We reserve the right to modify the fees for the Services under one or more Orders. We will notify you in writing of any change in fees before the end of the then-current Service Term. The modified fees will take effect upon commencement of the next Renewal Service Term of the relevant Order.
d. Late Payment. If any amount owing by you under this Agreement for the Services is ten or more days overdue, we may suspend your and any of your User's access to the Services and/or limit the functionality of the Services until such amounts are paid in full. We may also terminate your Account for failure to pay outstanding fees.
e. Payment Provider. We may use a third party payment service to bill you for any applicable fees rather than directly processing your credit card information. By submitting your payment account information, you grant us permission to store and process the information with the third party payment service, which may change from time to time. You acknowledge that we are not responsible for any failure of the third party to adequately protect your information. The processing of payments is subject to the terms, conditions, and privacy policies of the third party payment service, in addition to these Terms. We may change the third party payment service and move your information to other services that use a secure transport layer security or similar technology. Unless expressly stated otherwise in connection with the Services, we have no obligation to offer refunds or credits but may do so at our sole discretion in certain circumstances.
9. Term and Termination.
This Agreement shall be in effect from the Effective Date until all Orders expire or are terminated under this section 9. Neither party may terminate this Agreement without a legally valid reason, and certain sections of the Agreement survive expiration or termination (see below).
Each Order has its own term, including an Initial Service Term and possible Renewal Service Terms.
Either party may terminate an Order for cause if the other party is in material breach of this Agreement, including the Order, and such breach remains uncured for a period of 30 days following receipt of written notice from the non-breaching party specifying the nature of the breach.
In addition, Scenario may terminate an Order immediately if you violate the Terms of the Agreement, or if you fail to pay any amounts due under an Order within 10 days after receiving written notice of non-payment. In the event of termination for cause, you will remain liable for all fees and charges incurred through the effective date of termination, and we may immediately suspend access to the Services without liability until such breach is cured or the Order is terminated. Any termination of an Order shall not affect any other Order that is in effect unless otherwise agreed by the parties.
Upon expiration or termination of an Order or this Agreement, you shall immediately lose access to and use of the Services, and we are not obligated to retain Your Assets and of the Generated Assets for more than thirty (30) days after expiration or termination. We may, in our sole discretion, delete all of Your Content from the Services, and once deleted, such information cannot be recovered.
In the event of a free trial or the Services being provided at no cost, we may terminate your Account and your Users' Accounts and access to the Services if there is no use for six consecutive months. Additionally, we may permanently delete Your User Assets and Generated Assets from the Services without notice.
The termination or expiration of this Agreement or any Order shall not affect any rights or obligations of the parties which by their nature should survive such termination or expiration, including but not limited to the following provisions: Sections 4 (Intellectual Property Rights and Ownership.), 9 (Term and Termination), 11 (Indemnification), 12 (Limitation of liability & disclaimer), 13 (Privacy & Security), and 14 (Miscellaneous) outlined in this Agreement will remain in effect and enforceable even after the termination or expiration of this Agreement.
10. Third-party services
a. Third-party services.
Our Services may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended or terminated at any time with no notice
b. Third-party links. Our Services may contain links to third-party sites. These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site. Any third party site accessed from our Services is independent from us, and we have no control over the content of that site. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site. You understand that use of any third party site is subject to its terms of service and privacy policy. We request that you exercise caution and good judgment when using third party sites
c. Providers of third-party platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Scenario; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (d) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.
11. Indemnification
a. Your Indemnification of Us.
In consideration of your use of the Services, you agree to indemnify and hold harmless Scenario as well as our officers, directors, employees, and agents (collectively Protected Parties) from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including reasonable attorneys’ fees, arising directly or indirectly from (a) your violation of these Terms and/or our Privacy Policy; (b) any User Asset or Generated Asset you upload, provide or create in connection with the Services; (c) your use of the Services and/or (d) your use, or any third party’s use, of any Generated Assets. You and your Users shall provide reasonable cooperation to assist us in the defense of any such Claims.
b. Our Indemnification of You.
We will indemnify, defend, and hold harmless You and Your Affiliates, and each of their officers, directors, employees, and agents (collectively, the "Protected Parties") against any third party claim or action alleging that Your use of the Services, in accordance with this Agreement, infringes on the intellectual property rights of a third party ("Claim"). We shall be responsible for any reasonable losses, damages, costs, and expenses, including reasonable legal fees and expenses incurred by or awarded against the Protected Parties as a result of such Claim. You must notify us in writing immediately of any Claim, or any notification from a third party of an intention to make a Claim, and you must not make any admission of liability, agreement, or compromise with regard to the Claim without our prior written consent. You shall also give us access to relevant assets, documents, systems, and records, to enable our advisors and us to assess the Claim. This indemnification obligation is conditional on your compliance with these requirements. However, this indemnification shall not apply if the Claim arises from (i) Your breach of this Agreement or (ii) Your Content infringing on the intellectual property rights or any other rights of the person making the Claim.
12. Limitation of liability & disclaimer
a. No Warranty.
OUR SERVICES, THE MARKS AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (A) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (B) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT OR ANY ASSETS) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (C) DEFECTS WILL BE CORRECTED, OR (D) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
b. Waiver of Liability
WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY FAILED DELIVERY OR RECEIPT OF GENERATED ASSETS OR ANY third party’S USE OR DISTRIBUTION OF GENERATED ASSETS. UNDER NO CIRCUMSTANCES WILL SCENARIO BE LIABLE FOR ANY CLAIMS THAT MAY ARISE FROM THE USE OF ANY GENERATED ASSETS, INCLUDING WITHOUT LIMITATION CLAIMS FOR INTELLECTUAL PROPERTY INFRINGEMENT.
c. Limitation of Liability.
(i). General. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY third party PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
(ii). Limitation. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATEST OF (I) $1000.00; OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, IN THE THEN-PRIOR TWELVE (12)-MONTH PERIOD.
(iii). Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. Privacy and Security.
a. Privacy. Our Privacy Policy, available on the Scenario Platform, as may be updated by us from time to time in accordance with its terms, describes the collection, use and disclosure of data by us in connection with our Services. You hereby agree to the collection, use and disclosure practices set forth therein.
b. Security.We take significant precautions to safeguard your Personal Information by adhering to generally accepted standards for data protection during transmission and once we receive it. Our data security is managed through Amazon Web Services (AWS), implementing their security best practices, including encryption of all customer data stored in our databases, data firewalls, network and system monitoring, and access control systems. We take all necessary precautions to ensure that customer data remains secure and is not exposed to any unauthorized personnel.
However, like any hosted service provider, we cannot guarantee that unauthorized third parties or personnel will not gain access to your Personal Information despite our efforts. Your information will travel through third-party infrastructures not under our control while using the Platform and the Services. This Privacy Policy does not apply to any information you transmit to other users of the Platform or the Services, and you should avoid transmitting personal or identifying information to other users. If you have any questions about data security on the Platform or the Services, feel free to contact us at support@scenario.com
14. Miscellaneous.
a. Waiver of Rights. Scenario’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of Scenario.
b. Minors. Our Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at support@scenario.com, and we will remove the account.
c. Successors and Assigns; Binding Effect. You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees, and permitted assigns.
d. Independent Contractor Status. You and we are independent contractors and are not partners, joint venturers, agents, employees, or representatives of each other.
e. Entire Agreement; Amendment; Interpretation. These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through, order form or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Website. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
f. Governing Law; Dispute Resolution. These Terms, and any dispute between you and us, shall be governed by the laws of the State of California without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that this Section g. Below is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the arbitration procedures or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the City and County of San Francisco, California except that you or we are permitted (i) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure and if such court is located in the United States of America; (ii) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (iii) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.
g. Agreement to Arbitrate; Waiver of Class Action.
Mandatory Arbitration of Disputes; Arbitration Procedures. Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (a)–(c) set forth in this Section., you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in the State of California under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and the parties hereby expressly waive trial by jury. The parties shall appoint as sole arbitrator a person mutually agreed by you and us or, if the parties cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.
Class Action Waiver. Any claims brought by either party must be brought in such party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree and acknowledge that neither you nor Scenario will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You understand and agree that you may bring claims only on your own behalf.
Opt-out. You may opt out of this agreement to arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt-out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your account information, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this agreement to arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the agreement to arbitrate. You must use this address to opt out: Scenario, Inc., ATTN: Arbitration Out-Out, Scenario Inc, 501 Gilbert Avenue, Menlo Park, CA 94025, United States.
Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the arbitration procedures (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the arbitration procedures is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
For Additional Information. If you have any questions about these Terms, please contact us at support@scenario.com.