Thank you for choosing Story LLP. We're thrilled that you're interested in having us provide legal services to your company (the “Company” of “you” or “your”) to support its business operations. In this engagement letter we explain the billing and logistical matters that apply to your engagement of our law firm. If these are amenable to you, please sign this letter by clicking “I agree” below. By doing so, you agree that you are authorized to bind the Company to the terms of this letter, including without limitation an agreement to arbitrate on an individual basis (for which you have the right to opt-out by following the process below, which is also available in our terms of Service). With your agreement, we look forward to supporting your legal needs for the long term.
You have requested ongoing representation by the Story LLP law firm, a California law firm, in connection with the Company's legal needs (“Services”). The Services entail one or more of the following:
Story LLP Aegis Software. Automated legal process and in-house counsel functions which are customized to your circumstances to the extent known to us, but which are standardized to lower costs. These are provided for, and on the condition of, your timely subscription payments. Story LLP provides software services in collaboration with its software licensor Story LLP Software Inc. These services include the sourcing, vetting, and managing of specialist lawyers in the Attorney Alliance. Aegis Pricing is based on the number of subscribers in recognition of the feedback contributions of our early adopters. Prices will increase based on the number of new subscribers.
Story LLP Lawyers. Custom human legal services through the Story LLP law firm, which are provided upon your request and with your approval for additional fees. Rates for these services vary and may increase from time to time. Elevated rush rates may apply, in Story Firm or its Attorney Ally's sole discretion, for legal services that are requested to be initiated and/or completed within 24 hours or outside of normal business hours. All custom fees are payable within fifteen (15) days of the date we se of an invoice reflecting the hours human lawyers spend on the Services and the tasks performed as a part of the Services, which we will transmit upon completion of the Services or the conclusion of each calendar month, as applicable. For some human services, prepayment or a refundable retainer deposit (described below) will be required. For expenses related to your matter, we may bill the expense in advance. We may mutually agree in writing on an alternative fee arrangement (such as a retainer, a fixed fee, or a different hourly rate) for future Services. In some cases, Story LLP may require a refundable deposit, held in trust, or a retainer fee in order to begin a custom services arrangement.
Story LLP Alliance. Story LLP's Attorney Alliance is comprised of a plurality of third-party law firms which have signed joint representation agreements with us; they function as Story LLP's co-counsel. Upon your request for specialist services, you will be invited to execute a separate engagement addendum with the details of the firm, specific terms and conditions applicable to their representation of the Company, and the rates which apply to their services. All Alliance services are billed separately. In some cases, Story LLP may require a refundable deposit, held in trust on behalf of the Attorney Ally, or a retainer fee to begin a custom services arrangement. Story LLP shares fees with Attorney Allies as further described below. Any services provided prior to the date of engagement which are communicated as billable to you will be billed even if the engagement is subsequently signed.
You can contact us at help@storyllp.com if you have any issues with remitting payment at any time. Our custom services fees do not include filing fees, registered agent fees, and other cost disbursements made on your behalf (see below), which are due in advance of our making the disbursement. Such costs will not be paid on your behalf unless and until we receive funds.
If you request custom Services and accept the price we quote for such services, this letter will apply to such Services, unless superseded by another written agreement. Our representation is limited to the specific Services that you request and that we have agreed to undertake unless we expressly agree to expand it. By way of example, and not of limitation, Story LLP does not provide any tax advice unless you enter into a specific engagement with an Attorney Ally specializing in tax.
At times your questions may be outside of the scope of Story's expertise in the basic corporate governance, e-Commerce, intellectual property, and privacy fields (e.g., tax, securities laws, etc.). If you have such questions, upon your request, we will help you identify the appropriate specialist to help you answer them conclusively and will assist you in coordinating the efforts of such specialists, but you expressly acknowledge that they are outside the scope of the representation provided by the Story LLP law firm itself to you under this letter, and subject to the terms of your Engagement Addendum with such Ally.
We reserve the right to suspend or terminate engagements at any time if subscription payments are not made in advance or if custom services payments are more than 30 days overdue. Please reach us promptly if any questions arise about these services or my rates for additional work. You can generally reach us by phone at (470) 786-8700 or via email at help@storyllp.com.
Story LLP's client in this matter will be solely the Company. We do not represent and will not be deemed to have an attorney-client relationship with any of the Company's parents, subsidiaries, shareholders, members, partners, employees, directors, venturers or other affiliates or constituents solely on account of my representation of the Company.
If you request Services outside of Story LLP's law firm areas of specialty, or where another attorney in Story LLP's Attorney Alliance is better suited to provide such Services, we may recommend and/or refer the particular task to another attorney or firm with whom we have a referral relationship and written Referral and Joint Representation Agreement (an “Attorney Ally”). We are co-counsel on your matters with all Allies, provided that in the event of a conflict of interest, on your request, we may refrain from engaging in a particular matter and seek a conflict waiver to refer you to an Ally, in which case we will retain only financial responsibility for the matter.
You will always have the chance to affirm you wish to work with an Attorney Ally before engaging them. If you do choose to work with the Attorney Ally, Story LLP will remain your primary point of contact and will be responsible for integrating the Attorney Ally's work into your overall legal strategy, including without limitation: fees and cost management, work quality and timeliness, communication among Story LLP and all Attorney Allies, and coverage for Attorney Allies' absences. Any Attorney Ally will perform the discrete legal task referred to them and others which we mutually identify are helpful to the Company. Story LLP will collect, review, and transmit all Attorney Ally invoices each month, including any requested refundable deposits, retainers, or hourly fees (but excluding contingency fees and other fees which the Attorney Ally must necessarily collect directly from a third party).
All payments you make for Attorney Ally services will be managed and processed by Story.
In Attorney Ally arrangements facilitated by Story LLP, unless otherwise specified, Story LLP will retain twenty percent (20%) of the total fees for the task and the Attorney Ally will be paid eighty percent (80%) of the total fee for the task reflected in the Attorney Ally's invoice(s). These fees will reflect the normal hourly rate of the Attorney Ally rather than Story LLP's regular rate, and they will not be increased solely as a result of the fee-sharing arrangement discussed in this section. Through this such fee-sharing arrangement, Story LLP is compensated proportionally for its work managing your legal workflows and strategy.
We will remain in contact with you regarding potential Attorney Allies and changes to the Attorney Allies who work on your legal needs through our system. When adding a new Attorney Ally to the team that serves you under our fee-sharing arrangement, we will (1) introduce you by email to invite you to evaluate the Attorney Ally and/or accept or decline their engagement and (2) if you choose to engage the Attorney Ally, we will transmit a specific engagement letter for them to you with their own standard engagement terms. You are free to decline any referral or engagement with any Attorney Ally we may recommend, anytime.
In order to provide legal services to you, both Story and any Attorney Ally will share information relevant to the matter subject of our referral with one another in confidence and without waiving any privileges or other protections, so that Story and the Attorney Ally can each provide the best and most informed legal advice. You understand and agree that, as Co-Counsel, Story LLP and the Attorney Ally may share all documents and communications related to the matter including, but not limited to engagement letters, correspondence to/from the Client and opposing counsel, strategies, memoranda, witness statements, legal research, interview reports, billing records, invoices, and/or analyses. The sharing of documents and information related to the matter is not intended to waive or diminish, and does not waive or diminish, the confidentiality of the information shared or any protection under the attorney-client privilege, the work product doctrine, the joint defense or common interest privilege, or any other privilege or protection.
Story will bill you directly for Attorney Ally invoices as a part of your overall legal bill from Story and other attorneys Story connects you with and remit any applicable fee sharing payments to Attorney Allies, provided that in the event of contingency fees and other compensation collected directly by the Attorney Ally, the Attorney Ally will remit Story's portion of the fee sharing to Story. Story may require a refundable deposit in advance of Story and/or the Attorney Ally providing Services in certain cases. If you make a deposit, and the total bill for Services in that period is less than the deposit, you will be refunded the difference or, at Story's election, be given an option to roll over the remaining deposit balance for future Services. If total fees for the period exceed the amount of deposit, the amount in excess of your deposit will be due and payable, in arrears, within 15 days of the date of the invoice Story transmits to you for this excess. In some cases, Story will bill you for work already performed, in arrears. You are obligated to pay for the Services Story and all Attorney Allies provide regardless of the source of your invoice, and all invoices are due within 15 days of the date you receive any invoice.
Please do not hesitate to ask us any questions at any time about our fee-sharing model, which we have designed to maximize the efficiency of legal services provided to you through Story LLP.
To maximize the efficiency of your legal services, Story LLP will coordinate new engagements for you with specialists when and as needed under the fee-sharing arrangement described above.
Each specialist may be (i) subject to the terms of their own engagement letter form provided to you directly following our written referral to that specialist, in which case their form will govern your engagement with that specialist under the fee-sharing arrangement described above, or (ii) identified on an “Engagement Addendum” to this Story LLP Engagement Letter transmitted for your e-signature. Where Story transmits the Engagement Addendum, each Engagement Addendum will identify the Story Attorney Alliance lawyer and/or firm who will serve you, the specialties they will cover, the applicable rate(s), and other relevant information about the scope of their role. We may present an Engagement Addendum to you together with this Story LLP Engagement Letter or may send an Engagement Addendum separately at a later time as we engage more of our Attorney Allies to serve your needs. By signing any Engagement Addendum, whether at the time of your original signature on the Story LLP Engagement Letter or at a later time, you are agreeing to engage that specific Attorney Ally (together with any associated firm) to provide legal services under a fee-sharing arrangement with Story LLP, and are agreeing to pay that Attorney Ally's fees through the Story LLP payment processing system described above. If at any time you no longer wish to work with a particular Attorney Ally, if you have a dispute about a particular invoice, or if you have any questions or concerns about your services, please let the Story LLP team know promptly at help@storyllp.com.
You will be required to pay any and all fees incurred prior to our receipt of a stop work order from you, subject to any dispute resolution we offer in our sole discretion.
The client in this engagement will be solely the Company. Story LLP's responsibilities under this agreement are to provide legal counsel and assistance to the Company in accordance with this letter, and to provide statements to you that clearly state the basis for our fees and charges. We will not disclose any confidential information of yours to any other client, even where that information might have some bearing on their interests, unless you and Story LLP first decide expressly that such disclosure might benefit your business. Likewise, Story LLP will not disclose the confidences of any other client to you, even where that information might have some bearing on your interests, and you agree that Story LLP is under no obligation to do so. You also agree to keep me informed of developments related to this representation and to pay any statements in a timely manner. Please always inform me of the name of any entity or individual whose interests are adverse to your own that we deal with in the course of this representation. Please also notify me if you become aware of any other persons or entities that are or may become involved in this matter. By keeping me informed, you allow me to avoid any conflicts of interest in connection with this representation.
During the course of this engagement, we may express opinions or beliefs to you about the effectiveness of various courses of action or about the results that might be anticipated. Such statements are expressions of opinion only, and should not be construed as promises or guarantees.
In some cases, you may request work from Story LLP and/or an Attorney Ally for persons or entities related to you or to the Company (“Related Parties”). In general, the same attorney will not represent the Company and a party with interests different from the Company, even if those interests are not adverse. If you wish for Story to represent you and your Company as well as any Related Party, in Story and/or the Attorney Ally's discretion, we may offer you the opportunity to waive conflicts of interest to allow the same lawyer to represent you and the Related Party by providing a conflict waiver for your signature.
If the Related Party is to be represented by a different individual than the signatory for the Company below, that individual must also sign (i) the applicable conflict waiver, (ii) a Story LLP engagement letter, and (iii) and Engagement Addendum for each Attorney Ally who will participate in the representation. All Attorney Alliance work for Related Parties will be subject to fee sharing as described above.
If you request that we represent both you and an adverse party, we may decline such representation for un-waivable conflicts and will coordinate with you to explain the implications of a waiver if such conflicts are waivable.
In the course of your representation, we may create and maintain a Google Drive folder or similar shared storage space to store documents that we both (and/or an Attorney Ally) need to reference (“Client File”). You acknowledge and agree that there may be security issues with such systems, which are the most cost-effective means of allowing our simultaneous access to various documents. If for any reason we stop working together, we will revoke our access to the contents of any such storage space and give you sole custody of any documents therein before removing your Story LLP account. After such a transfer, you agree that Story LLP will have no further responsibility for such documents. Our E-mail and all Story LLP databases shall be and remain our property and shall not be considered part of your Client File. You agree that we may enact and implement reasonable retention policies for such electronic documents and that our firm has discretion to delete such documents.
In addition to the fees set forth above, in the course of this representation, Story LLP may incur expenses on your behalf. We will always obtain your permission to incur such expenses, where significant, and give you a reasonable opportunity to ask questions about why any such expenses should be incurred. If you agree that we should incur an expense on the Company's behalf, Story LLP will invoice you for that expense prior to incurring it, and payment is due before Story LLP will expend funds. You are solely responsible for making payment prior to any filing or other deadlines.
This Arbitration Agreement is governed by the Federal Arbitration Act, (9 U.S.C. § 1, et seq.; hereafter the “FAA” or “Act”) and governs all aspects of your relationship with Story LLP. This agreement reflects a transaction involving commerce within the meaning of the Act. The Act and cases interpreting the Act will govern the interpretation and enforcement of this Dispute Resolution and Binding Arbitration Agreement.
You understand and agree that you and Story LLP will arbitrate any past, present, and future disputes, controversies, or claims (“Dispute”) relating to Story LLP, your engagement with, access to or use of Story LLP's software, your use of any other services provided by Story LLP, any advertising or marketing communications regarding Story LLP, its agents, or its vendors, any products or services sold or distributed through Story LLP, or to any aspect of your relationship or transactions with Story LLP as a User of our Services or that you may otherwise have against (i) Story LLP; (ii) Story LLP's officers, directors, employees, or agents; (iii) Story LLP's parent, subsidiary, and affiliated companies or entities (and any of their officers, directors, employees, or agents); and/or (5) all successors and assigns of any of these persons or entities.
The types of Disputes that are covered by this agreement include, but are not limited to, contract claims, tort claims, claims against Story LLP in any way related to the services or use of Story LLP's platform; claims related to your registration for an account to use Story LLP's services, claims related to your payment for the services, and claims for violation of any federal, state, or local government law, statute, regulation, or ordinance, except if those claims not arbitrable as a matter of applicable law not preempted by the Federal Arbitration Act. Disputes will be resolved by binding arbitration, rather than in court. Except for those limitations set forth below, this Arbitration Agreement shall otherwise apply, without limitation, to all Disputes between you and Story LLP, including any Disputes that arose or were asserted before the Effective Date of this Agreement.
To the extent that any claim is not arbitrable as a matter of applicable law and not otherwise preempted by the Federal Arbitration Act, this arbitration agreement does not apply. Nothing in this Arbitration Policy prevents, or is intended to prevent, the investigation by a federal or state governmental agency of any report, claim or charge related to Story LLP or your use of its service that otherwise would be required to be arbitrated under this agreement. This arbitration agreement does not prevent federal or state administrative agencies from adjudicating claims and awarding remedies based on those claims, even if this arbitration agreement or other terms of service would otherwise cover the claims. Nothing in this Arbitration Policy prevents or excuses a party from satisfying any required conditions precedent and/or exhausting any required administrative remedies under applicable law before bringing a claim in arbitration which is related to a Dispute relating to Story LLP or your use of the service.
Nothing in this Arbitration Agreement prevents, or is intended to prevent, the investigation by a federal or state governmental agency of any report, claim or charge related to Story LLP or your use of its platform that otherwise would be required to be arbitrated under this agreement. This arbitration agreement does not prevent federal or state administrative agencies from adjudicating claims and awarding remedies based on those claims, even if this arbitration agreement or other terms of service would otherwise cover the claims; provided, however, that if you and Story LLP have completed the arbitration process contemplated by this agreement prior to the date upon which a federal or state administrative agency commences its adjudicative process, the decision of the arbitrator may be submitted by Story LLP to the administrative agency as evidence that the Dispute giving rise to the investigation or adjudication has been successfully resolved by and between the parties themselves and that the agency should therefore give deference to that arbitration decision.
Nothing in this Arbitration Agreement prevents or excuses a party from satisfying any required conditions precedent and/or exhausting any required administrative remedies under applicable law before bringing a claim in arbitration which is related to a Dispute or which relates to Story LLP or your use of the platform and Services.
You and Story LLP also each retain the right to bring an action in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; or to seek injunctive or other equitable relief on an individual basis in a federal or state court located in the county in which you resided at the time the events giving rise to the Dispute occurred, including with respect to any dispute, claim or controversy related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
You and Story LLP agree that good-faith informal efforts to resolve disputes often result in a prompt, low-cost and mutually beneficial outcome. To expedite resolution and reduce the cost of any Dispute, before proceeding with arbitration or any matter which is not required to be arbitrated under the terms of this Agreement you and Story LLP agree to first attempt in good faith to resolve any Dispute (except those Disputes expressly excluded below) informally through negotiation for at least ninety (90) days before initiating any arbitration or court proceeding.
You agree that we will personally meet and confer, via telephone or videoconference, to undertake a good-faith effort to resolve informally any Dispute covered by this mutual Arbitration Agreement. If you are represented by an attorney, your attorney may participate in the conference, but you must still also fully participate in the conference.
If one of us wishes to seek resolution of a Dispute related to any aspect of your relationship with Story LLP must give notice to the other party in writing of its, his, or her desire for an informal dispute resolution conference. To notify Story LLP that you intend to initiate an informal dispute resolution conference, you must send written notice to Story LLP by mail or facsimile transmission at the address and phone numbers provided in the Notice section of these terms of service or email the request for informal dispute resolution to help@storyllp.com. The notice must provide your name, telephone number associated with your Story LLP account (if any), the email address associated with your Story LLP account, and a description of the Dispute.
The informal conference required by this section will occur within 60 days after the other party receives notice of a desire to conduct a conference, unless you and Story LLP mutually agree to an extension of time. In the interval between the sending of notice and the date of the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party's claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration or any court proceeding relating to a Dispute. While the informal dispute resolution process takes place, any statute of limitations and any filing deadlines which govern the Dispute shall be tolled until you and Story LLP agree to (or, alternatively, Story LLP notifies you in writing of its intent to), conclude the informal negotiation process. If the informal dispute resolution process does not fully and finally resolve the Dispute within ninety (90) days of the date upon which one party notifies the other of a desire to engage in informal dispute resolution, the parties can agree to continue the informal dispute resolution process or, if they do not reach an agreement to do so, conclude the informal dispute resolution process.
You and Story LLP agree that the following will apply if the informal dispute conference does not end with a full and final resolution of any Dispute governed by this arbitration agreement that is not otherwise exempted from arbitration by the terms of this agreement.
Before you may begin an arbitration proceeding, you must send notice of an intent to initiate arbitration to Story LLP. The notice must be in writing and include a certification by you that the pre-filing informal dispute resolution process has been completed. If notice of arbitration is being sent to Story LLP, it must be sent by email to the attorney who represented Story LLP in the informal dispute resolution process with you. If Story LLP did not have an attorney during the informal dispute process, then this notice must be sent by mail to the Notice address provided in Story LLP's terms of service. The notice required by this section must include (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys' fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the signature of the party seeking arbitration.
The arbitration will be conducted by an arbitrator affiliated with Judicial Arbitration and Mediation Services (“JAMS”) under its rules and pursuant to the terms of this Agreement. A demand for JAMS arbitration demand must be submitted to JAMS in writing and served upon Story LLP by sending it to the attorney who represented Story LLP in the informal dispute resolution process with you. If Story LLP did not have an attorney during the informal dispute process, then this notice must be sent by mail to the Notice address provided in Story LLP's terms of service.
Any party to this Arbitration Agreement asserting that a Dispute or other type of claim exists by and between you and any Story LLP Party must give written notice of the dispute and/or claim to the other party not later than the expiration of the statute of limitations that the law prescribes for the resolution of the type of Dispute at issue between the parties; provided, however, that the statute of limitations shall be tolled during the time that the parties are engaged in the informal dispute resolution process set forth above. Filing a government complaint will not extend the statute of limitations for commencing arbitration except to the extent required by applicable law not preempted by the Federal Arbitration Act. The parties acknowledge that they are encouraged to give written notice of any Dispute as soon as possible after the event or events in dispute so that arbitration of any disputes may take place promptly. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
The arbitrator will be selected utilizing the rules for appointment in effect at JAMS at the time arbitration is initiated. You and Story LLP will each have those rights to participate in the selection of a neutral arbitrator provided for by JAMS's rules. If no arbitrator is available through JAMS to arbitrate, the parties will then proceed with arbitration through either JAMS or another alternative arbitral forum.
The arbitration will be commenced and conducted under JAMS's Comprehensive Arbitration Rules & Procedures ("JAMS Rules"). You may review these rules at JAMS website (https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule-7). In the event that an alternative arbitral forum is required to be chosen for any reason, the arbitration rules used by that alternative forum for the type of Dispute at issue shall apply to the arbitration.
Your duty to pay arbitration fees and your share of arbitrator compensation will be governed by the JAMS Rules (and, where appropriate, limited by JAMS Rules) governing the particular type of dispute. All disputes regarding the payment of arbitrator or arbitration-organization fees, including the timing of such payments and remedies for nonpayment, shall be determined exclusively by the arbitrator, and not by any court.
The arbitration may be conducted through the submission of documents, by phone or remotely online or by videoconference or, if the arbitrator so orders, in person. In the event that the arbitrator orders that the arbitration take place in person, the arbitration will take place in the county (or comparable governmental unit) in which you last received services. No Dispute subject to this arbitration agreement will be subject to in-person arbitration in any other venue or forum absent an agreement between you and Story LLP.
Only the arbitrator, and not any federal, state, or local court or agency, shall have the authority to resolve any Dispute. This power and authority include the authority to resolve all matters relating to the interpretation, applicability, validity, breach, enforceability, or formation of this arbitration agreement, including without limitation any claim that all or part of this arbitration agreement is void or voidable. The arbitrator shall have exclusive authority to resolve all threshold arbitrability questions relating to a Dispute.
The arbitrator shall have the sole authority to rule upon requests for discovery or make procedural rulings as provided for under JAMS rules, and to consider and rule upon motions brought by either party which are dispositive of all or part of any Dispute. The arbitrator will have the authority to award, on an individual basis, compensatory monetary damages and any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and Story LLP's terms of service. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have; provided, however, that the arbitrator shall have no power to award punitive or exemplary damages except where permitted by statute, and you and Story LLP waive any right to recover punitive and/or exemplary damages.
Upon the conclusion of the arbitration process, the arbitrator will issue a decision about the Dispute in writing but need not provide a statement of the reasons for the decision unless you or Story LLP request one. If requested, the arbitrator will include in his or her statement of decision will include the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator's decision is final and binding on you and Story LLP.
The arbitrator's award shall be binding only among the parties to the arbitration. The award shall have no preclusive effect in any other arbitration or other proceeding involving a different party and may not be used by any party to the arbitration as evidence in any subsequent or different arbitration or in any court proceeding other than one arising from or relating to the Dispute which resulted in the arbitration award.
By accepting this arbitration agreement, you and Story LLP mutually consent to the personal and subject matter jurisdiction of the federal and state courts located in the county (or comparable governmental unit) in which the address you last received services is located. By accepting this arbitration agreement, you and Story LLP mutually consent to the jurisdiction of the federal and state courts solely for the purposes of (a) compelling arbitration pursuant to the terms of this agreement; (b) staying any pending court proceeding pending arbitration; or (c) to confirm, modify, vacate and/or enter judgment on any award made by the arbitrator.
BY AGREEING TO ARBITRATE, YOU AND THE COMPANY ARE EACH GIVING UP ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND TO HAVE ANY DISPUTE HEARD THERE BY A JUDGE OR JURY. You and Story LLP are instead electing to have any and all of your claims and disputes against each other resolved by arbitration, except as expressly specified in these terms of service. You and Story LLP are making this election knowing that there is no judge or jury in arbitration proceedings, and that court review of an arbitration award is limited.
IF YOU AGREE TO ARBITRATION WITH STORY LLP, YOU ARE AGREEING IN ADVANCE THAT NEITHER YOU NOR STORY LLP WILL PARTICIPATE IN, OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN, ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. YOU AND STORY LLP AGREE TO WAIVE ANY RIGHT TO RESOLVE ANY DISPUTE, CONTROVERSY OR CLAIM WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.
If for any reason this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular Dispute, neither you nor Story LLP is entitled to arbitration of such Dispute. Instead, all such Disputes will then be resolved in a court of law unless you and Story LLP agree to resolve the Dispute in another fashion.
This waiver of class or consolidated action does not prevent Story LLP or you from entering into, or participating in, a class-wide settlement of claims.
Cases may be filed against Story LLP that attempt to assert individual or class-action claims against the company. BY ACCEPTING STORY LLP'S TERMS OF SERVICE, YOU AGREE NOT TO PARTICIPATE IN SUCH CASES AS A PARTY, EXCEPT AS IT RELATES TO A CLASS-WIDE SETTLEMENT OF CLAIMS.
If within any 30-day period 100 or more similar arbitration demands against Story LLP are submitted to an arbitration provider selected in accordance with Story LLP's Dispute Resolution and Binding Arbitration party and presented by, or with the assistance, of the same law firm or organization, the arbitration provider shall (i) group the arbitration demands into batches of no more than 100 demands per batch (or, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. You agree to cooperate in good faith with Story LLP and the arbitration provider to implement such a batch approach to resolution and arbitration fees. Except as provided for here, YOU AND STORY LLP AGREE THAT ALL DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND MAY NOT BE ARBITRATED ON A CLASS OR COLLECTIVE BASIS EXCEPT AS SET FORTH IN THIS AGREEMENT. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN THIS AGREEMENT.
If you are a new customer of Story LLP who is creating a Story LLP account for the first time, you may opt out of this Arbitration Agreement. If you do so, neither you nor Story LLP can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Story LLP in writing no later than the earlier of (1) 30 days after first creating your Story LLP account or (2) 30 days after your first use of the services you accessed through Story LLP. Your written notice must include your name and address, your Story LLP username (if any), the email address you currently use to access your Story LLP account (if you have one), and telephone number. Your written notice must also contain a clear statement that you wish to opt out of this Arbitration Agreement. You must send written notice of your desire to opt out to Story LLP by mail or facsimile transmission at the address and phone numbers provided in the Notice section of these terms of service or by email to arbitrationoptou@storyllp.com. This is the only way in which you, as a new user of Story LLP's services, may opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of Story LLP's Terms and Conditions will continue to apply to you.
If you are an ongoing customer of Story LLP, or were under engagement with us at the time you execute this Agreement, and you receive notice from the company of a change to these “Dispute Resolution and Binding Arbitration” terms of service, you may also opt out of the new version of the arbitration agreement by following the procedures set forth above for opting out if you were a new user. However, as an ongoing customer, your choice to opt out of any new version of the “Dispute Resolution and Binding Arbitration” terms of service has no effect on any previous, other, or future arbitration agreements that you may have with us. If you accepted a previous version of these Terms that included an arbitration agreement and did not timely opt out of the arbitration agreement reflected in that previous version, you remain bound by the last arbitration agreement you agreed to. Upon receipt of a valid opt-out notice from you, Story LLP will provide you with a copy of the arbitration agreement from the last version of Story LLP's terms of service that you accepted.
Notwithstanding any provision in the Agreement to the contrary, we agree that if Story LLP makes any future material change to this Arbitration Agreement, the modification will not apply to any Dispute for which you had already given notice of the claim to Story LLP prior to the effective date of the change.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be kept strictly confidential for the benefit of all parties except to the degree that disclosure of the existence of an arbitration and subsequent arbitration award is necessary for you or Story LLP to seek vacation, modification, confirmation and/or enforcement of the award in court.
If a court or the arbitrator decides that any term of this Arbitration Agreement (other than the subsection above titled “Waiver of Right to Participate in Class or Consolidated Actions”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Dispute Resolution by Binding Arbitration provision will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions in the subsection above titled “Waiver of Right to Participate in Third-Party, Class or Consolidated Actions” are invalid or unenforceable, the remaining portions of this agreement to Dispute Resolution by Binding Arbitration shall remain valid.
This Arbitration Agreement will survive the termination of your relationship with Story LLP and shall continue to govern the handling of all Disputes after such termination, unless and until a new agreement between you and Story LLP expressly terminates the arbitration agreement.
Story LLP is a California limited liability partnership. Similar to the corporate form of business organization, the LLP form generally limits the liability of the individual partners of the firm to the capital they have invested in the firm for claims arising from services performed by the firm. The form of organization as an LLP will not diminish the ability to recover damages from the firm or from any individuals who directly caused the loss.
You and Story LLP understand that this letter, together with our software terms of use and our Cooperative Agreement terms executed concurrently herewith, constitutes the entire agreement pertaining to my engagement and that it shall not be modified by any policies, procedures, guidelines or correspondence from you or your representative unless we agree to those modifications, etc. in writing.
Story LLP's relationship with you will be deemed concluded when we have completed our services and when either you or Story LLP have acknowledged such completion and disengagement in writing. In addition, and without limiting the preceding sentence, in the event we have performed no work on your behalf for six consecutive months and your subscription has been inactive, you agree that our attorney-client relationship will have been terminated.