Terms of Use

This Terms of Use sets out the terms and conditions for your (customer/application) use of Storyly (“App Samurai Inc”, “Company”) (solely party and together parties) and the Storyly Services (as defined below). By using the subscription service, you agree to be bound by this Terms of Use, thus please review these terms carefully.

Storyly Services

Storyly Services: Storyly Dashboard (a web application located at dashboard.storyly.io where story content is managed), Storyly SDKs (Mobile SDKs that are integrated within the customer’s application), Storyly Web Stories (Web stories feature that enables customers to publish stories on mobile or desktop websites).

Website: www.storyly.io

By this Terms of Use, Storyly grants you a limited, worldwide, term-limited, non-transferrable, and non-exclusive license to use its mobile Storyly Services and web story service within your mobile or web application(s) in order to “create stories of 7s images or up to 15s videos and organize application content into meaningful story groups, to add Call-to-Action buttons or swipe-ups, interactive stickers to stories and direct application users to custom in-app or out links, import stories from social media accounts of applications, personalize and automate story content creation, and also track the performance of these stories with the metrics including impression, reach, CTR and view time; all from one panel, sell your Storyly inventory to your business partners in direct deals and/or programmatically via third-party ad platforms and to use other related functionality provided within the Storyly Services/web stories intended for its use.

Fees & Payment

As compensation for our services, customers shall pay to Storyly the amounts set forth on the Storyly website (https://storyly.io/pricing-plans/) in line with the subscription plans agreed unless otherwise agreed in a separate Order Form/Agreement between the Parties.

There will be no refunds or credits for partial months of service, upgrades, downgrades, or unused months.

Fees listed do not include any applicable sales, use, excise or VAT taxes. customer shall be responsible for payment of all such taxes, fees, duties and charges, and any related penalties and interest, arising from the payment of such fees or the delivery or use of the Storyly Services.

Prepaid package upgrades, downgrades, or cancellations must be processed through contact with Storyly. To ensure upgrades, downgrades, or cancellations are processed for an upcoming service period, requests must be submitted before the end of the current month (GMT – 7 Time) to avoid billing of fees for the next month. customer’s requested upgrades, downgrades and cancellations shall constitute an Order Form/Agreement once confirmed by Storyly.

Customer must maintain a payment method on file within the Storyly Dashboard. Customer authorizes Storyly to charge your payment method on file for all services purchased. Customer authorizes Storyly to use a third-party to process payments and consents to the disclosure of your payment information to such third-party. Please refer to Privacy Policy for further explanations on https://storyly.io/privacy-policy/

Storyly has the right to modify the Storyly Fees and other charges by updating its pricing plans on https://storyly.io/pricing-plans/ unless there is another Order Form/Agreement in force between parties.

Storyly will send billing correspondence to the e-mail address entered as contacts of customers in the Storyly Dashboard.

In the event of a good faith dispute as to the calculation of a charge, customer shall promptly give written notice to Storyly stating the details of any such dispute and shall promptly pay any undisputed amount. The acceptance by Storyly of such partial payment shall not constitute a waiver of payment in full by Storyly of the disputed amount. customer agrees to pay all costs and expenses of whatever nature, including reasonable attorneys’ fees, incurred by or on behalf of Storyly in connection with the collection of any unpaid amounts owed to Storyly hereunder. Any undisputed amount owed to Storyly under this Terms of Use and not paid within 30 days of invoice due date may be subject to a finance charge payable by customer which is equal to one-half percent (1.5%) or the highest rate allowable by law, whichever is less, determined and compounded daily from the date such amount is due until the date such amount is paid. Notwithstanding anything to the contrary contained in this Terms of Use, failure to make timely payments of undisputed amounts shall constitute a default hereunder and shall entitle Storyly to suspend customer access to the Storyly Platform and Storyly Services without notice at the sole discretion of Storyly.

Rights and Obligations of Storyly

Subject to the terms and conditions of this Terms of Use, including the payment of all applicable Fees as set forth in Section Fees & Payment above, Storyly shall provide to customer the Services in accordance with this Terms of Use and further communications and agreements between the customer and Storyly.

Storyly will use commercially reasonable efforts to make the Storyly Services available. Storyly does not warrant that customer’s or End Users’ use of the Service will be error-free or uninterrupted.

Storyly reserves the right to suspend or deactivate a customer’s account and access to the Storyly Services if continued operation of the customer’s operations threatens the stability or performance of the Storyly Services or if the customer’s operations is not implemented in accordance with this Terms of Use and any other services conduct or policy of Storyly or uses the Storyly Services to facilitate illegal activity.

Customer Rights and Obligations

Except for the express obligations of Storyly set forth in this Terms of Use, Storyly is not responsible for customer operation issues including functionality, warranty, and technical and end user support. (End User: Individuals using the mobile application or website integrating and using Storyly).

Customer shall comply with all applicable laws in the performance of its obligations hereunder, and shall ensure that each of the following complies with all applicable law: (i) the customer services and all related features and functionality; (ii) the terms and conditions applicable to the customer services; (iii) the fees and charges applied to or in connection with any customer service; (iv) and all materials related to the customer services, including, without limitation, all marketing and informational materials and disclosures.

Customer shall promptly fix any bugs in customer operation or software that causes the Storyly Services to be accessed in a way that is not consistent with proper use of Storyly Services or is otherwise detrimental to the performance of the Storyly Services.

Customer is responsible for processing and handling notices it receives from any third-party claiming that customer’s content in connection with the Storyly Services violates such party’s rights with respect to any applicable legislation. Storyly reserves the right to block any customer data and customer account that engages in this type of violation.

Finally, we respect others’ intellectual property rights, and we reserve the right to delete or disable content alleged to be infringing, and to terminate customer accounts of repeat alleged infringement.

Restrictions on Customer’s (Licensee) Use of Storyly Services and the Limited License Granted by Storyly

Customer agrees that its license of Storyly Services is subject to the following conditions:

Absent further agreement by the parties (which may be by e-mail), Licensee will not use Storyly Services in connection with any App that constitutes or promotes illegal gambling, adult media violence, any known associations with hate, criminal and/or terrorist activities, discrimination, racism, harassment or hate speech against any individual or group, pirated content or content that violates a party’s intellectual property rights, tobacco products, including e-cigarettes, firearms or ammunition, or any product that is illegal in the jurisdiction in or into which it is sold,

Customer will only use the Storyly Services in connection with the application(s) that it owns and operates, and shall not sell, sublicense, give, rent, loan, lease, or otherwise make the Storyly Services or its components available to any third-party without the Company’s prior express written consent,

Customer shall not (i) alter, hide, or remove any copyright, trademark, or other intellectual property rights notice contained in the Storyly Services, reverse engineer, decompile, disassemble, or otherwise translate or derive the source code for the Storyly Services, or attempt to do so. (ii) use the Storyly Services to create any software or service containing any malicious or harmful code; (iii) use the Storyly Services to damage, detrimentally interfere with, surreptitiously intercept, or misappropriate any system or data; (iv) use the Storyly Services in violation of applicable law; (v) circumvent or attempt to circumvent usage limits.

Customer acknowledges and agrees that the Company may change the form and nature of the Storyly Services at any time in the Company’s sole discretion without advance notice, and that future versions of the Storyly Services may no longer be compatible with any given application(s). Customer acknowledges and agrees that Company may stop (permanently or temporarily) providing the Storyly Services (or any features within the Storyly Services) to customer at any time in the Company’s sole discretion without prior notice to customer.

Intellectual Property Rights

Nothing in this Terms of Use permits customers to use any of the Company’s trade names, trademarks, service marks, logos, domain names, other distinctive brand features or any intellectual property rights without the Company’s prior express written consent.

Parties acknowledge and agree that no intellectual property rights (including without limitation any rights based in trademark, copyright, patent or trade secret law) are or are intended to be transferred from one party to the other through this Terms of Use. Neither Party shall receive, by virtue of this Terms of Use or performance under it any ownership interest in the other’s intellectual property. Without limitation of the above, Company may use the name and logo of customer solely in order to designate customer as a customer, for marketing purposes (e.g., on its website or marketing materials).

Confidentiality

For purposes of this Terms of Use, “Confidential Information” means and includes (a) the terms of this Terms of Use, including any schedule, exhibit, attachment, or amendment hereto; and (b) all proprietary information, data, trade secrets, business information, and any other information disclosed, in writing, visually, or orally by or on behalf of a Party (“Discloser”) (customer or Storyly) to the other Party (“Recipient”) (customer or Storyly) or to which Recipient obtains access in connection with the negotiation or performance of this Terms of Use that is marked as “proprietary,” “confidential,” “trade secret,” or in some other manner to indicate that Discloser considers it to be commercially sensitive, or which a reasonable person would understand to be commercially sensitive.

Confidential Information shall not include information that: (i) is already rightfully known to Recipient at the time it obtains Confidential Information from Discloser; (ii) is or becomes generally available to the public other than as a result of disclosure in breach of this Terms of Use or any other confidentiality obligations; (iii) is lawfully received on a nonconfidential basis from a third-party authorized to disclose such information without restriction and without breach of this Terms of Use; (iv) is contained in, or is capable of being discovered through examination of, publicly available records or materials; or (v) is developed by a Party without the use of any Confidential Information provided by the other Party.

Discloser’s Confidential Information shall remain the property of Discloser, and Recipient shall not be deemed, by virtue of this Terms of Use or any access to Discloser’s Confidential Information, to have acquired any right, title, or interest in or to Discloser’s Confidential Information.

Recipient agrees: (a) to hold Discloser’s Confidential Information in strict confidence; (b) to limit disclosure of Discloser’s Confidential Information to Recipient’s own employees and contractors who have a need to know Discloser’s Confidential Information for the purposes of this Terms of Use and who have been advised of, and are bound to observe and comply with, Recipient’s obligations hereunder; (c) not to otherwise disclose any of Discloser’s Confidential Information to any third-party; (d) to use the Confidential Information solely and exclusively in accordance with the terms of this Terms of Use in order to carry out its obligations and exercise its rights under this Terms of Use; (e) to afford Discloser’s Confidential Information at least the same level of protection against unauthorized disclosure or use as Recipient normally uses to protect its own information of a similar character, but in no event, less than reasonable care; and (f) to notify Discloser promptly of any unauthorized use or disclosure of Discloser’s Confidential Information and to cooperate with and assist Discloser in every reasonable way to stop or minimize such unauthorized use or disclosure.

Notwithstanding anything to the contrary herein, in the event Recipient is required to disclose any of Discloser’s Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a demand or information request from any regulatory authority, Recipient shall, unless prohibited by the terms of a subpoena, order, or demand: (a) promptly notify Discloser of the existence, terms, and circumstances surrounding such demand or request; (b) consult with Discloser on the advisability of taking legally available steps to resist or narrow such subpoena, order, or demand; and (c) if disclosure of such Confidential Information is required, exercise its reasonable best efforts to narrow the scope of disclosure and obtain an order or other reliable assurance that confidential treatment shall be accorded to such Confidential Information. To the extent Recipient is prohibited from notifying Discloser of such a subpoena, order, or demand, by the terms of same, Recipient shall exercise its reasonable efforts to narrow the scope of disclosure.

Upon the termination of this Terms of Use, Recipient shall promptly return (or destroy if directed by Discloser) all of Discloser’s Confidential Information in its possession or in the possession of any employee or contractor of Recipient.

Privacy and Information Security

The Parties agree to comply with all applicable privacy laws, and each respective party agrees to perform the following obligations:

Customer is responsible for obtaining all applicable consents required to enable Storyly to be used in end user’s device. Customer shall publish privacy policies and disclosures for the properties that comply with applicable law and the terms of this Terms of Use and Storyly Privacy Policy, including, but not limited to, clearly disclosing that the Storyly Services information will be collected and how it may be used, as set forth in this Terms of Use. Privacy Policy of the customer shall also include how an End User can opt out of customer services, marketing activities.

Customer shall be responsible for ensuring ensure that any collection and transfer of data is done in compliance with End User’s stated preferences.

Customer shall notify Company in writing of any further data usage or governance requirements, restrictions or limitations, or breaches/breach notifications from third parties to the extent they apply.

Additional Representations and Warranties

Each Party represents and warrants that:

  • to the extent it is a corporation, it is duly incorporated and in good standing under the laws of the state of its incorporation
  • it has the right, power, and authority to enter into this Terms of Use, grant the rights granted by it herein, and perform its obligations without any additional consent or approval
  • it has not relied and shall not rely upon the other Party for legal advice regarding its compliance with applicable law
  • the execution and performance of this Terms of Use shall not violate or conflict with the terms or conditions of any other agreement to which it is a party or by which it is bound; and
  • it shall, and shall ensure that its employees and contractors, comply at its or their own expense, with applicable law, including, without limitation, applicable law governing privacy and data security.

No Warranty

Storyly makes no representations and warranties under this Terms of Use, and hereby expressly disclaims, all warranties, whether written or oral, express or implied, relating to the Storyly Services, including, but not limited to, any warranty of title or non-infringement, any implied warranty of merchantability or fitness for a particular purpose, and any implied warranties arising from course of dealing or course of performance.

Limitations of Liability and Indemnification

The Company shall in no event, whether in contract, tort, equity, or otherwise, be liable for: (a) any indirect, incidental, consequential, special, punitive, or exemplary damages (even if such damages are foreseeable, and whether or not the company has been advised of the possibility of such damages) arising from or relating to this Terms of Use; or (b) any direct damages arising from or relating to this Terms of Use to the extent that the aggregate amount of such damages exceeds the greater of all amounts paid by one party to another during the six months preceding the date of the event that is the basis for the claim and up to $500.

Except for payment obligations, neither Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such Party, including governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. Each Party shall promptly notify the other Party upon becoming aware that any such event has occurred or is likely to occur and shall use its best efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms of Use.

Customer agrees to indemnify, defend, and hold the Company and its affiliates and their respective directors, officers, employees, and agents (collectively “Indemnified Company Persons”) harmless from and against any losses arising out of any lawsuit, action, claim, demand, administrative action, arbitration, or other legal proceeding brought or asserted against any Company Person as a result of or in connection with: (a) customer’s breach or alleged breach of any covenant or representation herein or of customer’s own posted privacy policy (or similar posted privacy statement); or (b) any violation of applicable law by customer or any other customer related parties.

Customer shall provide Storyly with prompt notice of any allegation and indemnification claim.

Term and Termination

This Terms of Use shall commence as of the initiation of customer’s engagement with Storyly services and shall remain in effect until terminated as provided herein. Either Party terminate this Terms of Use for any reason or for no reason at any time upon thirty (30) days’ prior written notice to the other Party. Notwithstanding the foregoing, the Company may terminate this Terms of Use immediately upon written notice to the customer in the event the Company believes the customer has breached this Terms of Use.

Upon termination of this Terms of Use, the license granted to customer pursuant to this Terms of Use shall immediately terminate and customer shall no longer have any rights to use the Storyly Services. Customer understands, however, that the collection of data by the Storyly Services through Properties on which it is already integrated, and its use for purposes set forth herein, may continue until customer have removed or disabled the Storyly Services (or any application that integrates the Storyly Services) from their from any application that integrates the Storyly Services.

Miscellaneous

All notices, requests, and approvals required by a Party under this Terms of Use shall be in writing through e-mail and dashboard. All such notices, requests, and approvals shall be deemed given upon the earlier 24 hours after receipt of e-mail transmission during the normal business day or actual receipt thereof. In the event of use of e-mail notice, the sender shall request a read receipt. All such notices, requests, and approvals shall be addressed to the attention of the signatory parties, or such other party that either party has designated in a separate writing as the appropriate notice recipient.

The Parties agree they are independent contractors to each other in performing their respective obligations hereunder. Nothing in this Terms of Use or in the working relationship being established and developed hereunder shall be deemed, nor shall it cause, the Parties to be treated as partners, agents, a joint venture establishment or otherwise as any kind of representatives of each other.

Customer may not assign or delegate any rights or obligations under this Terms of Use to any third-party without the Company’s prior written consent. Notwithstanding the foregoing, either Party may assign this Terms of Use (along with all rights and obligations under it) to any of its corporate affiliates, parents or subsidiaries, or in conjunction with the sale or transfer of all or substantially all of its assets associated with performance under this Terms of Use, provided that the assigning party shall provide timely notice of such assignment.

Except as otherwise provided herein, the failure of either Party to enforce at any time the provisions of this Terms of Use shall not be constituted to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce each and every such provision thereafter.

If any provision of this Terms of Use is held invalid or unenforceable at law, the remainder of this Terms of Use shall continue in effect and be valid and enforceable to the fullest extent permitted by applicable law.

This Terms of Use is the entire agreement between the Parties and supersede any and all prior understanding, oral representations by or between the Parties which may have related to the subject matter hereof unless otherwise agreed between the Parties in writing.

This Terms of Use shall be governed by the laws of the State of California without application of conflict of laws principles.

Any controversy or claim arising out of or in any way connected with this Terms of Use between the Parties shall initially be sought to be resolved through amicable settlement. If the Parties were unable to solve controversies or claims through amicable settlement, California Courts shall have exclusive jurisdiction over these controversies or claims.

Updated on October 28, 2021