DOCUMENT CRUNCH CUSTOMER AGREEMENT
Last Updated: June 23, 2025
This Customer Agreement (this “Agreement”) constitutes a legal agreement between Document Crunch, Inc. (“Document Crunch”) and the business identified on an executed Order Form (“Customer”). This Agreement governs Customer’s, and each authorized Customer Party’s, use of the Document Crunch Platform and Document Crunch’s other products and services (collectively the “Services”), and hereby incorporates each Order Form entered into by Customer or a Customer Party.
CUSTOMER AGREES, ON BEHALF OF ITSELF AND EACH CUSTOMER PARTY, THAT IT WILL NOT ACCESS THE DOCUMENT CRUNCH PLATFORM OR USE THE SERVICES IF IT IS A DIRECT COMPETITOR OF DOCUMENT CRUNCH, AND THAT IT WILL NOT MONITOR DOCUMENT CRUNCH’S FUNCTIONALITY, PERFORMANCE, AVAILABILITY, OR ANY OTHER COMPETITIVE METRIC, FOR BENCHMARKING OR COMPETITIVE-RESEARCH RELATED PURPOSES.
BY EXECUTING AN ORDER FORM AND/OR BY SUBMITTING DOCUMENTS TO, OR OTHERWISE USING, THE DOCUMENT CRUNCH PLATFORM, CUSTOMER, ON BEHALF OF ITSELF AND EACH CUSTOMER PARTY, IS AGREEING TO THE TERMS OF THIS AGREEMENT AS IT MAY BE MODIFIED FROM TIME TO TIME. CUSTOMER FURTHER AFFIRMS THAT (I) THE INDIVIDUAL EXECUTING THE ORDER FORM IS AN EMPLOYEE, DIRECTOR, OR AGENT OF CUSTOMER OR THE APPLICABLE CUSTOMER PARTY; (II) THAT SUCH PERSON HAS THE LEGAL AUTHORITY TO BIND CUSTOMER OR THE CUSTOMER PARTY TO THE TERMS OF THIS AGREEMENT; AND (III) THAT CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT AND WILL CAUSE CUSTOMER, OR THE APPLCIABLE CUSTOMER PARTY, TO COMPLY WITH THEM WHEN USING THE DOCUMENT CRUNCH PLATFORM AND SERVICES. IF ANY EMPLOYEE, WORKER OR REPRESENTATIVE OF CUSTOMER OR A CUSTOMER PARTY DOES NOT AGREE TO ALL TERMS OF THIS AGREEMENT, SUCH PERSON IS NOT AUTHORIZED TO USE THE SERVICES.
1. Definitions
1.1. “Affiliate” means any company or other business entity controlled by, controlling or under the common control of that party. For the purposes of the definition of Affiliate, “control” will mean the direct or indirect power to direct, or cause the direction of, the management and policies of a company or other business entity, whether through ownership of fifty percent (50%) or more of the voting interest, by contract, or otherwise (and “controlling” and “controlled” will be construed accordingly).
1.2. “Authorized User” means any employee or representative of Customer or a Customer Party who is authorized to access and use the Document Crunch Platform pursuant to such Customer’s or Customer Party’s rights under this Agreement and an applicable Order Form.
1.3. “Customer Data” means all documents, data, and other information uploaded or entered by Customer or a Customer Party into the Document Crunch Platform, and any reports generated by the Document Crunch Platform based on such documents, data, and information.
1.4. “Customer Party” means Customer and/or the applicable Customer Affiliate receiving access to the Document Crunch Platform or Document Crunch services under the terms of an executed Order Form.
1.5. “Document Crunch Data” means all data generated by Document Crunch, including without limitation, service data, Usage Data, Algorithm Data, and Trend Data. For clarity, Document Crunch Data excludes Customer Data and Reports.
1.6. “Document Crunch Platform” means Document Crunch’s proprietary software-as-a-service application with the functionalities described in the applicable Order Form(s), which are hosted on servers under the control or direction of Document Crunch and provided for Customer to access and use via the internet, including any documentation made available for use, and any derivatives, improvements, enhancements and/or extensions related thereto.
1.7. “Order Form” means the signed and dated document under which Customer on behalf of itself or a Customer Party (i.e., an Affiliate of Customer) subscribes and orders access to the Document Crunch Platform and Reports pursuant to this Agreement.
1.8. “Reports” means any reports generated by the Document Crunch Platform based on the Customer Data and provided to Customer as a deliverable.
1.9. “Usage Data” means all general data that Document Crunch generates based on Customer Data regarding usage of the Document Crunch Platform, but that that does not identify, or reasonably permit identification of the Customer or Customer Data.
1.10. “Algorithm Data” means any data generated by Document Crunch from the Customer Data and Reports for purposes of optimizing existing algorithms and/or generating new algorithms, but that that does not identify, or reasonably permit identification of the Customer or Customer Data.
1.11. “Trend Data” means any data generated by Document Crunch from the Customer Data for purposes of identifying general trends related to contract provisions, but that that does not identify, or reasonably permit identification of the Customer or Customer Data.
2. Document Crunch Responsibilities.
2.1. Access. Subject to the terms and conditions of this Agreement, Document Crunch will provide the relevant Customer Party with access to the Document Crunch Platform and Reports in accordance with the specifications contained in an executed Order Form. Each Order Form shall identify the relevant Customer or Customer Party receiving access to the Document Crunch Platform, contact information for communicating with applicable Customer or Customer Party regarding services, the applicable pricing, quantity of Authorized Users, fees, and any other special terms that might apply to such order. Customer agrees that its and each Customer Party’s use and access to the Document Crunch Platform is subject to compliance with the terms and conditions in this Agreement and the terms of the relevant Order Form. In the event of a conflict between an Order Form and this Agreement, the Order Form will control.
2.2. Improvements/Changes to Services. Document Crunch may in its sole discretion modify, enhance or otherwise change the Document Crunch Platform. Document Crunch may delegate the performance of certain portions of the Document Crunch Platform to third parties, including Document Crunch’s wholly owned subsidiaries and providers of hosting and other services, provided that Document Crunch will remain fully responsible for the acts and omissions of such third parties.
2.3. Professional Services. Document Crunch will provide any professional services set forth in the Order Form, which may include, without limitation, support, training, maintenance, and customization work.
3. Customer’s Responsibilities
3.1. Access. Customer, on behalf of itself and each Customer Party, will cooperate with Document Crunch in establishing password or other procedures and for verifying that only designated employees of Customer or a Customer Party have access to the Document Crunch Platform. Customer, on behalf of itself and each Customer Party, will be responsible for maintaining the security of Authorized User’s account information, passwords (including but not limited to administrative and user passwords), and for all uses of Customer’s and Customer Party accounts, whether with or without Customer’s or Customer Party’s knowledge or consent.
3.2. Prohibited Uses. Customer, on behalf of itself and each Customer Party, represents and warrants it shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Document Crunch Platform; (ii) copy, modify or create derivative works based on the Document Crunch Platform; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer Customer’s rights to use the Document Crunch Platform; (iv) use the Document Crunch Platform to develop any similar or competitive service; (v) introduce any viruses, worms, malware or other destructive code into the Document Crunch Platform; (vi) bypass any measures Document Crunch uses to restrict access to the Document Crunch Platform (vii) remove or modify any proprietary marking or restrictive legends placed on the Document Crunch Platform; (viii) use the Document Crunch Platform to store or transmit malicious code, or to transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
3.3. Notification of Unauthorized Use. Customer, on behalf of itself and each Customer Party, represents and warrants it will use reasonable efforts to prevent any unauthorized use of the Document Crunch Platform, Document Crunch Data, or the Software (as defined in Section 4. below), and will promptly notify Document Crunch in writing of any prohibited use under Section 3.2 that comes to Customer’s or a Customer Party’s attention and provide all reasonable cooperation to prevent and terminate such use.
4. License Grants
4.1. License to Customer. Subject to Customer’s and each Customer Party's compliance with all the terms and conditions of this Agreement, Document Crunch hereby grants Customer and each applicable Customer Party a limited, non-exclusive, non-transferable license, without right of sublicense, during the Term, to access and use the Document Crunch Platform up to the maximum number of Authorized Users and/or the authorized use case as set forth on the applicable Order Form(s) but in any event solely for its internal business purposes. Each Authorized User will receive a user account with a unique login and password. Authorized Users are responsible for maintaining the confidentiality of their login and password. The sharing of login and password information to enable access by individuals who have not been identified as Authorized Users violates the license set forth in this Section 4.1.
4.2. License to Document Crunch. Customer, on behalf of itself and each Customer Party, hereby grants Document Crunch a license to use Customer Data in order to provide the Document Crunch Platform and related services to Customer and/or such Customer Party as set forth in this Agreement and the applicable Order Form. Customer, on behalf of itself and each Customer Party, further grants Document Crunch (and its partners) a non-exclusive license to access the Customer Data in order to generate Algorithm Data, Trend Data, and Usage Data, and to use such Algorithm Data and Trend Data for any purposes, including for purposes of offering products and services to other customers, so long as such products and services do not identify, or reasonably permit identification of Customer Data.
4.3. Beta Services. From time to time, Document Crunch may invite Customer or a Customer Party to try certain beta services, including pilot, limited release, developer preview, non-production, or evaluation services (“Beta Services”) at no charge. The applicable Customer or Customer Party may accept or decline any such trial. Beta Services will be clearly designated as such by Document Crunch. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. Document Crunch may discontinue Beta Services at any time and may never make them generally available. To the maximum extent permitted under applicable law, Document Crunch will have no liability for, and Customer and each Customer Party hereby releases Document Crunch from, any liability or damage arising out of or in connection with any Beta Services.
5. Payment and Taxes
5.1. Fees. Customer, on behalf of itself and each Customer Party, agrees to pay, and shall pay, the fees set forth on any applicable Order Form(s) immediately upon Customer’s or a Customer Party's receipt of an invoice from Document Crunch. All payments shall be made in U.S. dollars in immediately available funds, and are non-refundable. The method of payment (or options) will be specified on the applicable Order Form(s). Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.
5.2. Taxes. Customer shall pay any sales, use, value-added, property, and other taxes, withholdings and similar charges based on or arising from this Agreement (other than taxes based on Document Crunch's net income).
5.3. Credit Card Authorization. Provided a credit card is used to remit payment, Customer shall provide a credit card and authorize Document Crunch to charge such card for any fees owed, including fees due for any initial Term or automatic renewal as set forth in Section 7.1. If the issuing bank automatically provides Document Crunch with an updated credit card, Document Crunch shall have the right to charge such new credit card for all amounts due to Document Crunch without additional notice or consent. If Customer's credit card is declined, is invalid or payment is not made by the issuer of the credit card at the time that a charge is attempted, Customer’s, and/or the applicable Customer Party’s, access to the Document Crunch Platform, products and services may be suspended until Customer’s account is paid in full, and Document Crunch shall have no liability to Customer or the relevant Customer Party as a result of such suspension.
6. Representations and Warranties; Disclaimers
6.1. Representations and Warranties. Customer, on behalf of itself and each Customer Party, represents and warrants that it has the right to upload or enter the Customer Data to the Document Crunch Platform, and that uploading or entering the Customer Data will not violate any fiduciary duty, contractual obligation, duty of confidentiality, or applicable laws. Each party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement. Customer additionally represents and warrants that it shall remain fully responsible for the acts or omissions of itself, each Customer Party, and each Authorized User, and will be liable hereunder for the acts or omissions of each such Customer Party and Authorized User to the same extent as if Customer had directly engaged in such act or omission.
6.2. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 6, DOCUMENT CRUNCH DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, DOCUMENT CRUNCH MAKES NO WARRANTY THAT (I) THE DOCUMENT CRUNCH PLATFORM, THE REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CUSTOMER OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT PROVIDED BY DOCUMENT CRUNCH, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE REPORTS WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN THE REPORTS WILL BE CORRECTED. THE DOCUMENT CRUNCH PLATFORM, SERVICES AND REPORTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY DOCUMENT CRUNCH, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.
7. Term, Termination, and Survival
7.1. Term. This Agreement shall commence on the Effective Date, and shall continue until a party terminates this Agreement in accordance with Section 7.2 below. The term of each Order Form shall be set forth in such Order Form.
7.2. Termination. Either party may terminate this Agreement or any active Order Form: (a) on thirty (30) days' prior written notice if the other party materially breaches any of the terms of this Agreement or such Order Form and such breach remains uncured thirty (30) days following such party's receipt of the terminating party's notice; (b) immediately on written notice if: (i) all or substantially all of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver or trustee in bankruptcy; (ii) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within ninety (90) days; or (iii) the other party is adjudged bankrupt or insolvent. Either party may also terminate this Agreement upon no less than thirty (30) days’ prior written notice to the other party, for any reason, if at the time of the notice, no outstanding Order Forms are in effect.
7.3. Survival. Upon termination or expiration of this Agreement, all licenses granted hereunder shall immediately terminate. Upon termination or expiration of an Order Form, all licenses granted thereunder such Order Form shall immediately terminate. The following provisions shall survive any termination or expiration of this Agreement or any Order Form: Section 3.2 (“Prohibited Uses”), Section 4 (“License”), Section 6 (“Representations and Warranties; Disclaimer”), Section 7 (“Term, Termination, and Survival”), Section 8 (“Indemnification”) Section 9 (“Limitation of Liabilities”), Section 10 (“Ownership”), Section 11 (“Confidentiality”), and Section 13 (“General Provisions”).
7.4. Suspension. Document Crunch reserves the right to suspend access to the Document Crunch Platform and services, or otherwise pause any services being provided under an Order Form, if such service may expose Document Crunch to liability or in the event of non-compliance with this Agreement, including, without limitation, any failure by Customer or a Customer Party to make payments in a timely fashion in accordance with Section 5 or the applicable Order Form. If any services are suspended, Document Crunch will promptly notify Customer or the affected Customer Party and will use commercially reasonable efforts to recommence the performance as soon as the reason for suspension has been rectified.
7.5. Deletion of Customer Data. Document Crunch reserves the right to delete and/or destroy all copies of Customer Data and Reports at any time following thirty (30) days from the date of cancellation or termination of a Customer or Customer Party’s subscription to the Document Crunch Platform. Each Customer and Customer Party acknowledges that Customer Data and Reports cannot be recovered once they are deleted or destroyed.
8. Indemnification
8.1. Document Crunch Indemnification. During the Term, Document Crunch shall defend, indemnify, and hold harmless Customer and any Customer Party against any third-party action (a) arising from Document Crunch’s gross negligence or willful misconduct, or (b) claiming that the Services infringe any duly issued U.S. patent, copyright, or trademark, or misappropriate any trade secret. In addition, if the use of the Services infringes any duly issued U.S. Patent, copyright, or trademark, misappropriates any trade secret, or is enjoined, or if Document Crunch believes the Services are likely to infringe or be enjoined, Document Crunch may, at its sole option: (a) procure for the affected Customer or Customer Party the right to continue use of the Services as furnished; (b) modify the Services to make them non-infringing, provided that they still substantially conform to the applicable Documentation; or (c) terminate this Agreement and refund to Customer any prepaid but unused fees calculated on a straight-line prorated basis for the remainder of the then-current Term. The intellectual property indemnity provided herein does not apply to the extent the alleged infringement arises from (a) Customer’s or a Customer Party’s use of the Services not in accordance with this Agreement or as specified in the Documentation; (b) Customer’s or a Customer Party’s unauthorized modification of the Services, (c) Customer Data; or (d) Third-Party Products to the extent not provided by Document Crunch.
8.2. Limitation. Notwithstanding anything to the contrary herein, Document Crunch will not have any liability or indemnification obligations to Customer under Section 8(b) to the extent such obligations arise from: (a) use of a Document Crunch Platform or Services by Customer, a Customer Party, or any third party in combination with equipment, materials, products or software not authorized by Document Crunch where the Document Crunch Platform or Services alone would not be infringing, (b) modifications to the Document Crunch Platform or Services not made by Document Crunch; (c) Customer’s or a Customer Party’s transfer of Customer Data to Document Crunch without sufficient consents or authorizations. Collectively the exclusions from Document Crunch’s indemnity obligations set forth in these subsections (a), (b) and (c) to Section 8.2 are the “Excluded Claims.”
8.3. Customer Indemnification. Customer will defend, indemnify and hold Document Crunch and its successors, parents, subsidiaries, Affiliates, officers, directors, employees, and attorneys harmless from and against any and all losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees court costs, and disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties) arising out of or relating to Customer’s, a Customer Party’s, or any Authorized User’s (a) gross negligence or willful misconduct, or (b) transfer or disclosure of Customer Data without all necessary consents or authorizations.
8.4. Indemnity Cap. EXCEPT AS LIMITED BY APPLICABLE LAW, EACH PARTY’S TOTAL AND AGGREGATE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THREE (3) TIMES THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO DOCUMENT CRUNCH UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE INDEMNIFIABLE CLAIM.
9. Limitation of Liability
9.1. EXCEPT FOR DAMAGES ARISING FROM A PARTY’S FRAUD OR WILLFUL MISCONDUCT, MISAPPROPRIATION OF DOCUMENT CRUNCH’S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S BREACH OF SECTION 3.2 (PROHIBITED USES): IN NO EVENT WILL (I) EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DOCUMENT CRUNCH PLATFORM, OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL (II) EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DOCUMENT CRUNCH PLATFORM, AND/OR THE SERVICES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO DOCUMENT CRUNCH UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR LIABILITY. To the extent any liability of a party cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law. The foregoing limitations form an essential basis for this Agreement and shall survive regardless of the failure of any remedy of its essential purpose.
10. Ownership
10.1. Customer’s Ownership Rights. Customer retains all right, title and interest (including, but not limited to, intellectual property rights) in and to the Customer Data and Reports, and the Customer’s Confidential Information.
10.2. Document Crunch’s Ownership Rights. Document Crunch retains all right, title and interest (including, but not limited to, intellectual property rights) in and to the Document Crunch Data, Document Crunch Platform and Services, and Document Crunch’s Confidential Information.
10.3. Feedback. Either party may voluntarily provide feedback, suggestions, ideas, enhancement requests, recommendations or other information (the “Feedback”) to the other about the other party's Confidential Information and/or products and services. Each party shall be free to use or exploit the Feedback provided to it without further consideration or compensation to the other party. For clarity, any modifications to the Document Crunch Platform, including in response to the Customer’s customization request, will be the sole property of Document Crunch.
11. Confidentiality
11.1. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as contemplated under this Agreement and any Order Form, and will not, without the disclosing party's written consent, disclose such Confidential Information to any third party except as necessary to provide the Document Crunch Platform and Services to Customer or a Customer Party and as otherwise expressly permitted herein. The term “Confidential Information” means all non-public information, whether business or technical in nature, that the other party designates as being confidential, or which, under the circumstances of disclosure, ought to be treated as confidential. Confidential Information includes, but is not limited to, information concerning business methods, pricing, business plans, new product launches, customer and vendor information, internal policies and procedures, other financial information, and the terms and conditions of this Agreement. The receiving party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the disclosing party's Confidential Information, but in no event less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, each party will either return or, at the disclosing party's request, destroy the Confidential Information of the other party; provided however, that each receiving party may retain copies of the disclosing party's Confidential Information for routine backup and archival purposes. Notwithstanding the foregoing, the obligations set forth in this Section 10 shall not apply with respect to any information to the extent that it is: (a) already in the possession of the receiving party without restriction prior to the first disclosure hereunder as shown by records or files; (b) is already or becomes generally available to the public after the time of disclosure other than as a result of any improper action by the receiving party; (c) was rightfully disclosed to it by a third party without restriction; or (d) is independently developed by either party without use of the Confidential Information from the other party. The receiving party may make disclosures required by law or court order provided that, if practicable, the receiving party provides adequate notice and assistance to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure.
12. Privacy and Data Security
12.1. Protection of Customer Data and Reports. Document Crunch will implement and maintain industry appropriate information security policies and processes (including reasonable technical, administrative and physical safeguards) that are designed to prevent unauthorized access to or use or disclosure of any Customer Data and Reports.
12.2. Privacy. Customer’s access to the Document Crunch Platform is via the Document Crunch website and Document Crunch’s online services. As such, each Authorized User’s interactions with Document Crunch’s Platform, website, and online services, is governed by Document Crunch’s Privacy Notice, which may be updated from time to time. Customer and each Customer Party agrees to receive announcements and communications, including without limitation those regarding the operation of the Document Crunch Platform and services, marketing communications, and non-critical Service-related communications. Customer may opt out of receiving marketing and other non-critical Service-related communications by following the unsubscribe link or by emailing at privacy@documentcrunch.com.
13. General Provisions
13.1. Relationship of the Parties. The relationship between the parties shall only be that of independent contractors. Neither party is an agent, representative, partner, employer, or employee of the other party, and neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
13.2. Force Majeure. Neither party shall be in default if its failure to perform or delay in performing any obligation under the Agreement (other than payment obligations) is rendered impossible or impractical for any reason beyond the reasonable control of the non-performing party.
13.3. Entire Agreement. If a Customer or Customer Party has entered into an Order Form with Document Crunch, the terms of the most recent Order Form shall supersede this Agreement. If Customer or a Customer Party has entered into a non-disclosure agreement (or similar agreement) with Document Crunch, the terms of this Agreement shall prevail over the terms of such non-disclosure agreement where any terms conflict with this Agreement. This Agreement sets forth the entire agreement of the parties as to its subject matter and, other than stated as in an Order Form, supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.
13.4. Changes to Agreement. The terms of this Agreement may be amended from time to time, including without limitation to accommodate changes required by applicable law, rule or regulation. The revised terms of this Agreement will be posted on Document Crunch’ website and written notice of such amendment will be delivered to Customer (which notice may be provided via the Customer contact email identified on the applicable Order Form). Except where earlier required to comply with applicable law, rule, or regulation, any revised terms of this Agreement will take effect upon renewal of an applicable Customer’s or a Customer Party’s Order Form or upon execution of a new Order Form.
13.5. Assignment. Neither party may assign this Agreement or any Order Form, in whole or in part, without the other party’s prior written consent, not to be unreasonably withheld; provided, however, that Document Crunch may assign the Agreement and any Order Form without Customer’s or any Customer Party’s consent to any entity that acquires all or substantially all of the business or assets of Document Crunch related to the Document Crunch Platform, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void. This Agreement is binding upon and will inure to the benefits of each of the parties and their respective successors and assigns. Nothing in this Agreement is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement.
13.6. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right unless expressly acknowledged and agreed to by both parties in writing. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
13.7. Severability. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. If any provision of the Agreement, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, the parties shall negotiate in good faith amendments to the Agreement to reflect the original intent of the parties as closely as possible. Such invalid provision or portion thereof will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by applicable laws. In the case of any conflict or inconsistency between the provisions of an Order Form and the provisions of this Agreement, the provisions of these Agreement shall govern, unless the applicable provision in the Order Form is expressly stated to supersede a conflicting provision in this Agreement.
13.8. Governing Law and Jurisdiction. This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of Georgia, without reference to the choice of law rules thereof. The parties agree to submit to the exclusive jurisdiction over all disputes hereunder in the courts of Atlanta, Georgia.
13.9. Mandatory Binding Arbitration. All claims, disputes, or other matters in controversy arising out of or related to this Agreement or the Services shall be resolved by final and binding arbitration, subject to mediation as a condition precedent to same, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such Arbitration Proceedings shall be held in Atlanta, Georgia.
13.10. JURY TRIAL WAIVER. NOTWITHSTANDING AND WITHOUT IMPACTING THE MANDATORY ARBITRATION PROVISION CONTAINED HEREIN, IN ANY LEGAL OR EQUITABLE ACTION BETWEEN THE PARTIES, THE PARTIES HEREBY EXPRESSLY WAIVE A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.
13.11. Customer Acknowledgement. Customer, on behalf of itself and each Customer Party, acknowledges and agrees that Document Crunch is not a provider of legal services, and has not provided any legal or professional services to Customer or any Customer Party. Rather, the Document Crunch Platform is a tool to assist legal and risk management professionals in their review and analysis of large volumes of documents. The Document Crunch Platform is not a substitute for legal advice, nor is it a perfect technology. Document Crunch should be used as a tool in conjunction with a complete and thorough review of the documents and other information by those qualified to do so.