Platform Terms of Service

Last Updated: February 09, 2026

Welcome to our proprietary project management software primarily intended for architects and engineers (the “Platform Services”) available via https://monograph.com (the “Site”). If you have signed up electronically through our Site to purchase a subscription to access and use the Platform Services and have not otherwise executed a separate written subscription agreement with us, then please read these Terms of Service, together with your associated Order Information (as defined below) (collectively, the “Term of Service”) carefully because they govern your use of our Platform Services. This Terms of Service constitutes a legally binding agreement between you (“you” or “Customer”) and Monograph Inc, a Delaware C-Corporation company (“we” or “Company”). Company and Customer shall individually be referred to as a “Party” and collectively as the “Parties.”

By checking the “I Agree to the Terms of Service” box or (i) accessing or using any part of the Platform Services, or (ii) initiating any transaction on the Platform Services, you agree to be bound by these Terms of Service.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable services, and if there is a conflict between these Terms of Service and the Supplemental Terms, the Supplemental Terms will control for that conflict. Supplemental Terms include the Payroll Service Terms.

We may make changes to these Terms of Service. The “Last Updated” date above indicates when these Terms of Service were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Platform Services, or updating the date at the top of these Terms of Service. Unless we say otherwise in our notice, the amended Terms of Service will be effective immediately, and your continued use of our Platform Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms of Service, you must immediately stop using our Platform Services.

1. Definitions

   The following terms shall be capitalized throughout this Terms of Service and shall be defined as follows:

   1. Authorized Users. The term “Authorized Users” refers to the individuals authorized by Customer to access and use the Platform Services.
   2. Company IP. The term “Company IP” means the Platform Services, the underlying software provided in conjunction with the Platform Services, algorithms, interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver the Platform Services, documentation thereto, and Service Data, all improvements, modifications, or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing.
   3. Customer Data. The term “Customer Data” refers to any data or information submitted, uploaded, imported, or made available by Customer to Company, including for the avoidance of doubt, Personal Data, except Service Data.
   4. DPA. The term “DPA” means the data processing addendum available at [URL].
   5. Order Information. The term “Order Information” means certain terms associated with your subscription to use of the Platform Services, as either (i) communicated to you at the time you signed up for a subscription electronically through our Site via our Pricing Page; (ii) your selections in the Platform Services or (iii) as otherwise set forth in a written order form or quote sheet signed by you and us.
   6. Personal Data. The term “Personal Data” has the meaning given to it in the DPA.
   7. Pricing Page. The term “Pricing Page” means https://monograph.com/pricing, as may be updated from time to time in accordance with these Terms of Service.
   8. Service Data. The term “Service Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Data; or (ii) Customer’s access and use of the Platform Services, including, without limitation, any usage data, trends, statistical, and/or other benchmark data with respect to the Platform Services.
   9. Updates. The term Updates means any and all bug fixes, patches, and maintenance releases to the Platform Services.
2. Eligibility

   By agreeing to these Terms of Service, you represent and warrant that you are at least 18 years of age or otherwise have the power to enter into a binding contract in your country of residence. Further, if you are an individual acting on behalf of an entity, you represent and warrant that you have the authority to enter into this Terms of Service on behalf of that entity and to legally bind that entity.

3. Platform Services

   Pursuant to this Terms of Service, Company shall provide to Customer the Platform Services described in the Order Information. Company may provide Updates to the Platform Services at any time.

4. Authorized Users

   Customer may authorize additional users to access the Platform Services for additional service fees pursuant to the terms of the Platform Services plan purchased by Customer. All Authorized Users shall be subject to the terms and conditions of this Terms of Service. Each Authorized User will have their own unique login credentials. Customer shall be responsible for maintaining the confidentiality and security of account login credentials and is responsible for any and all activities that occur under Customer’s account. Customer will ensure that your Authorized Users:

   1. do not share their credentials,
   2. provide accurate information and promptly update this information if it changes, and
   3. use a strong password for their account.

   If Customer discovers or suspects that someone has accessed the account of one of Customer’s Authorized Users without permission, Customer will promptly notify Company. Company reserves the right to reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

5. Right to Access

   Subject to the terms and conditions of this Terms of Service, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable and non-assignable (except as set forth in Section 28.G), revocable, worldwide right to access and utilize the Platform Services for the Subscription Term in accordance with the terms of these Terms of Service.

6. Use Restrictions

   You will not use our Platform Services if you are not eligible to use them in accordance with Section 2 and will not use our Platform Services other than for their intended purpose. Further, you will not, in connection with our Platform Services:

   1. Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
   2. Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
   3. Use or attempt to use another user’s account or information without authorization from that user and Company;
   4. Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
   5. Sell or resell our Platform Services;
   6. Copy, reproduce, distribute, publicly perform, or publicly display all or portions of the Platform Services, except as expressly permitted by us;
   7. Modify our Platform Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Platform Services;
   8. Use our Platform Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Platform Services or that could damage, disable, overburden, or impair the functioning of our Platform Services in any manner;
   9. Reverse engineer any aspect of our Platform Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Platform Services;
   10. Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Platform Services;
   11. Develop or use any applications or software that interact with our Platform Services without our prior written consent;
   12. Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
   13. Use the Platform Services for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Platform Services; or
   14. Use our Platform Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms of Service.

   Enforcement of this Section is solely at Company’s discretion, and failure to enforce this Section in some instances does not constitute a waiver of our right to enforce it in other instances.

7. Customer Data License

   Customer hereby grants to Company a non-exclusive, sub-licenseable, royalty-free, worldwide right and license to collect, process, store, host, copy, transmit, display, distribute, disseminate, modify, and create Service Data of any and all Customer Data for the purposes of (a) providing, operating and improving the Platform Services, and (b) performing analytics on Customer Data.

8. Platform Services Ownership

   Company and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Platform Services, including any Updates, improvements, modifications, and enhancements to it. Except for the rights expressly granted in this Terms of Service, Customer shall acquire no other rights, express or implied, in or to the Platform Services, and all rights not expressly provided to Customer hereunder are reserved by Company and its licensors.

9. Service Data Ownership

   Company shall retain all right, title and interest to any Service Data. Company shall retain the unrestricted right, in its sole and absolute discretion, to utilize such Service Data for any purpose whatsoever, both commercial and non-commercial, without compensation or accounting to you. To the extent we do not automatically own any Service Data upon its creation, you hereby assign all right, title and interest in and to such Service Data to Company.

10. Idea Submissions License

    We consider any suggestions, ideas, proposals or other material submitted by users, whether solicited or unsolicited, (collectively, the "Feedback") to be non-confidential and non-proprietary. We shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and transferable right and license to incorporate, use, publish, and exploit the Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting. You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback, our Platform Services, any of our other services, or to improve or develop new products, services, or the Platform Services in Company’s sole discretion.

11. Trademarks

    Monograph, Inc., Monograph, Section Cut, and our logos, product or service names, slogans, and the look and feel of the Platform Services are trademarks of Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Platform Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

12. Promotional License

    Customer grants to Company a right and license to use Customer’s name and logo to market and promote the Platform Services. This includes the worldwide right to copy, translate, broadcast, transmit, distribute, exhibit, perform, publish, and display Customer’s name and logo as incorporated into Company’s marketing and promotional materials. Company is granted no other rights to Customer’s name and logo and acknowledges that it shall not gain any proprietary interest in Customer’s name and logo. Company is under no obligation to make use of or to provide compensation for any of the rights or permissions granted. Company shall be the exclusive owner of all right, title, and interest, including copyright, in Company’s marketing and promotional materials. This license may be terminated at any time with thirty (30) days written notice to legal@monograph.com.

13. Third-Party Applications

    The Platform Service may rely on or interoperate with third-party applications, websites, mobile applications, products, and services (“Third-Party Applications”) to make available content, products, and/or services to you. Although you may pay for these Third-Party Applications through our Platform Services, these Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications despite integration with our Platform Services. You acknowledge that (a) the use and available of the Platform Services, or potions thereof, are dependent on third-party product vendors and service providers and (b) these Third-Party Applications may not operate reliably 100% of the time, which may impact the way that our Platform Services operate.

14. Free Subscriptions/Free Trials/Beta Services

    If Customer has initiated services by selecting a Free Trial or other Beta Services (“Free Trial”) offered by Company, such Free Trial services will be available to Customer free of charge until earlier of (a) the date on which the term of the selected Free Trial services expires or is terminated, or (b) the start date of any paid Platform Services plan. Paid Platform Services are subject to the Terms of Service and Supplemental Terms in effect upon purchase of the applicable Platform Services plan. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FREE TRIAL IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, REPRESENTATIONS, CONDITIONS, INDEMNITIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT OR OTHER OBLIGATIONS, AND COMPANY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT THERETO.

15. Fees and Term
    1. Month-to-Month Fees & Payment. Customer expressly authorizes Company to charge the applicable recurring Platform Service fees, including any applicable taxes (as further described in Section 15.G), associated with the Platform Services plan described in the Order Information (“Subscription Fees”) pursuant to the authorized payment method provided by Customer, without offset or deduction. Customer payments made through the Platform Services (including Payroll Processing Services) may be subject to certain processing or other fees as set forth in Schedule A (Payment Processing Addendum).
    2. Yearly Fees & Payment. Customer expressly authorizes Company to charge the applicable recurring Subscription Fees pursuant to the authorized payment method provided by Customer, without offset or deduction. For yearly Platform Services, Customers will be charged the Subscription Fees in full at the commencement of the Subscription Term (as defined below).
    3. Subscription Term. The term of the subscription will commence on the date the Platform Services plan is selected and shall continue for the periodic subscription term in the Order Information (“Subscription Term”), and any renewal thereof, until terminated pursuant these Terms of Service (See Section 17 below).
    4. Payment Methods and Late Payments. If your primary payment method fails, Customer authorizes Company to charge any other payment method associated with Customer’s account with Company. In accordance with local law, Company may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution. If Customer has not provided us a backup payment method(s) and Customer fails to provide payment, or if all payment methods in Customer’s account fail, Company may suspend Customer’s access to the Platform Services. Company reserves the right to suspend or terminate the Platform Services for payments that are more than five (5) days past due. Past due payments will accrue interest at the greater of 1.5% monthly or the highest interest rate allowable under applicable law.
    5. No Refunds. Subscription Fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable.
    6. Cancellation. Any cancellation or termination of the Platform Service will become effective at the end of the then current Subscription Term.
    7. Taxes. Customer is responsible for paying any applicable governmental sales, use, value-added, commodity, harmonized and other taxes imposed on your purchase or use of the Platform Services. To the extent Company is required to collect such taxes, the applicable tax will be added to Customer’s billing account.
16. Platform Services Automatic Renewal

    Platform Services plans will automatically renew for additional periods equal to the expiring Subscription Term, unless either Party gives the other notice of non-renewal prior to expiration of the applicable Subscription Term; provided that for yearly Subscription Terms, you must provide notice of your intention to not renew thirty (30) days prior to the end of the then current Subscription Term. Company reserves the right to change the fees, applicable charges and to institute new fees and charges at least fifteen (15) days before the end of the applicable Subscription Term; provided that for yearly Subscription Terms, the notice period is thirty (30) days before the end of the applicable yearly Subscription Term.

17. Termination
    1. Free Trial – Termination. Unless otherwise upgraded to paid Platform Services tier, a Free Trial Platform Service plan shall automatically expire at the end of the Free Trial term. Either Party may terminate any Free Trial Platform Services plan at any time for any reason without further obligation or liability, effective on written notice to the other Party.
    2. Automatic Termination. This Terms of Service and corresponding Platform Services plan shall automatically terminate, without notice, (i) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts, (ii) upon either party making an assignment for the benefit of creditors, or (iii) upon either party’s dissolution or ceasing to do business.
    3. Breach. Either Party may terminate this Terms of Service and corresponding Platform Services plan, effective on written notice to the other Party, if the other Party breaches any material provisions of this Terms of Service and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching party with written notice of such breach.
    4. Survival; Effect of Termination. Sections 6, 7, 8, 9, 10, 15, 17.D, 18 and 22 - 28 will survive expiration or terminations of the Terms of Service. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 5 will terminate; and (ii) Customer will return or destroy, at Company’s sole option, all Company Confidential Information in its possession or control, including permanent removal of such Company Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Company’s request, certify in writing to Company that the Company Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Subscription Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.
18. Confidentiality & Non-Disclosure

    As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Platform Services will be deemed Confidential Information of Company. However, Confidential Information will not include any information or materials that:

    1. were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party;
    2. were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party;
    3. are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or
    4. are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

    Non-Disclosure Obligation. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Company may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Service Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

    Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of date of the Order Information and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

19. Customer Support

    Customers should email Company at support@monograph.com for customer support and assistance. Company will respond to Customer’s email inquiries within a reasonable timeframe.

20. Security and Privacy

    Company will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of the Customer Data in accordance with industry standard security requirements. Company’s Processing of Customer Personal Data that is subject to Data Protection Law (as defined in the DPA) will be governed by the DPA, which is incorporated into this Terms of Service by this reference. In the case of any conflict between the DPA and these Terms of Service, the DPA shall prevail. Customer shall be responsible for ensuring compliance with any and all privacy, notice, and consent rules or regulations and/or data collection laws or regulations applicable to its use of the Platform Services.

21. Representations and Warranties

    Each Party represents and warrants that:

    1. Good Standing. It is duly organized, validly existing and in good standing under the laws of the place of its origin, and possesses all the necessary authority to enter into and perform its obligations under this Terms of Service.
    2. Corporate Authority. It has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Terms of Service.
    3. Export Compliance. Platform Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit access or use any Platform Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.

    Customer further represents and warrants that:

    1. Accuracy of Information. All Customer Data (including Personal Data) that Customer provides to Company is complete and accurate. It has obtained and will obtain all necessary consents with respect to any and all Customer Data hosted, collected, stored or transmitted through the Platform Services to the extent necessary (A) for Customer and Company to comply with all applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws; and (B) for Customer to grant the licenses set forth in Section 7.
    2. Compliance with Applicable Laws. It shall comply with all laws or regulations applicable to the performance of its obligations under this Terms of Service.
22. Disclaimer of Warranties

    UNLESS OTHERWISE STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM SERVICES MADE AVAILABLE TO YOU THROUGH THESE TERMS OF SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM SERVICES (i) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (ii) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT, AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE PLATFORM SERVICES

23. Disclaimer of Third Party Conduct

    COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES, IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO WARRANTIES REGARDING THE PLATFORM SERVICES, OR ANY OTHER THIRD-PARTY SERVICES, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH OTHER THIRD-PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.

24. Future Functionality

    Customer agrees that its selection, registration and use of the Platform Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

25. Limitation of Liability

    NEITHER COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM SERVICES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PLATFORM SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR OF THE INABILITY TO USE, THE PLATFORM OR PLATFORM SERVICES, EXCEED FEES PAID IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

26. Indemnity

    Customer agrees to indemnify, defend and hold harmless Company, and its Company subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the “Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the indemnified parties arising out of or relating to Customer’s (i) use of the Platform Services, (ii) breach of this Terms of Service, (iii) Customer Data, including any violation of any third party right, including without limitation any intellectual property right, publicity, property or privacy right, (iv) a breach of Customer’s representations or warranties under this terms of service, and/or (v) a breach of Customer’s obligations under applicable law. You will promptly notify the Indemnified Parties of any third-party claims, cooperate with the indemnified parties in defending such claims, and pay all fees, costs, and expenses associated with defending such claims (including attorneys’ fees). The indemnified parties will have control of the defense or settlement, at Company’s sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and company or the other indemnified parties.

27. Miscellaneous
    1. Force Majeure. Company will not be liable or responsible for any delays in providing the Platform Services, or for failing to provide the Platform Services, or for any charges relating to Payroll Service (including interest or penalties, or any other losses, including missed or delayed payments), as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, fire, flood, civil disobedience, terrorism, labor disruptions, strikes, lockouts, freight, embargoes, terrorism, natural disaster, pandemics, epidemics, denial of service attacks, war or acts of God.
    2. Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 18 or, in the case of Customer as the breaching Party, Section 6, would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    3. No Agency. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by this Terms of Service.
    4. Severability. The validity or unenforceability of any provision of this Terms of Service shall not affect the validity or enforceability of any other provision of this Terms of Service.
    5. Modifications. Our employees, volunteers or agents are not authorized to vary this Terms of Service. No modification of this Terms of Service shall be effective unless it is in writing and either signed by an authorized representative of Company or posted on the Platform Services.
    6. Payment Disputes. The Parties consent to the jurisdiction of the State of California, and venue in San Francisco County, with regard to any disputes arising from Section 15.
    7. Assignment. Neither Party shall assign any of the rights or obligations under this Terms of Service without the prior written consent of the other Party, which consent shall not unreasonably be withheld. However, consent is not required for an assignment of this Terms of Service in connection with a merger, stock transfer, sale or other disposition of substantially all the assets of the assigning Party’s business.
    8. Successors and Assigns. This Terms of Service is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
    9. No Waiver. No failure or delay by a Party exercising any right, power or privilege under this Terms of Service will operate as a waiver thereof.
    10. Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section.
    11. Notices. All notices required or permitted to be given under this Terms of Service will be in writing and delivered to: Company at: Monograph Inc. at 548 Market St PMB 87085, San Francisco, California 94104 and by email to legal@monograph.com. All notices will be sent to Customer to the email address associated with their account or will be conspicuously posted on the Platform Services.
28. Complaints – California Residents

    If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N. 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

29. Entire Agreement

    This Terms of Service comprises the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.