By accessing or using any part of the Platform or any Content, or by clicking “I agree” to this Agreement, you agree to enter into and be bound by this Agreement. If you are entering into this Agreement on behalf of an Entity, by accessing or using any part of the Platform or any Content, or by clicking “I agree” to this Agreement, you represent and warrant that you have authority to bind that Entity to this Agreement. If you do not have such authority, or You do not agree to be bound by this Agreement, do not access or use any part of the Platform or any Content.
1. Definitions. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. Term. This Agreement is entered into as of the earlier of the date You first access or use the Platform or any Content or click “I agree” to this Agreement and will continue until terminated as set forth herein.
3. Modifications. The Company reserves the right, at any time, to modify the Platform or any Content, as well as the terms of this Agreement, whether by making those modifications available on the Platform or by providing notice to You as specified in this Agreement. Any modifications will be effective upon posting to the Platform or delivery of such other notice. You may cease using or accessing the Platform or Content or terminate this Agreement at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of or access to the Platform or Content following such notice.
4. Eligibility. The Platform is intended for use by individuals 18 years of age and older. By accessing or using the Platform or any Content, you represent and warrant that you are at least 18 years of age.
5. Your Account and Content.
5.1 Account Creation and Responsibility. Before accessing certain portions of the Platform, You and any person you authorized to access the Platform (“User”) are required to establish an account on the Platform (an “Account”). Approval of any request to establish an Account will be at the sole discretion of the Company. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your Users’ individual use and each Account ID may be used only by an individual User. You will ensure no User distributes or transfers their Account or Account ID or provides a third party with the right to access their Account or Account ID. You are solely responsible for all use of the Platform through Your Users’ Accounts. You will ensure the security and confidentiality of each Account ID and will notify the Company immediately if any Account ID is lost, stolen, or otherwise compromised. Any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; or (b) use an Account ID that the Company, in its sole discretion, deems offensive.
5.2 Your Content. Except as expressly provided by this Agreement, You are solely responsible for the nature of all Content, including Your Registration Information, Your Account information and any other Account passwords, usernames, or other personal information, that You provide, upload, or transfer to the Platform or generate through Your Account (“Your Content”). By providing Your Content, You grant the Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any form, media, software, or technology of any kind. You agree that Your Content: (a) does not violate this Agreement or any applicable laws; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; or (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message, or a disruptive advertisement. The Company is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. You agree that You have all right, title, interest, and consent in Your Content necessary to allow the Company to use Your Content for the purposes for which You provide Your Content to The Company.
6.1 To The company. Subject to Your compliance with this Agreement, The company will permit You to access and use the Platform and Content solely for lawful purposes and only in accordance with the terms of this Agreement. Access to certain areas of the Platform or certain items of Content may also require You to agree to additional agreements (each an “Annex”). This Agreement and any Annex together comprise Your entire Agreement with The company. In the event of a conflict between the terms of this Agreement and an Annex, the terms of the Annex will govern Your use of the portions of the Platform or items of Content to which the Annex applies, and this Agreement will govern in all other respects.
6.2 To Content. As between The company and You, all Content, including all text, audio, video, photographs, illustrations, graphics, and other content or media, provided through the Platform (“Platform Content”) is owned by The company. All Platform Content is for Your informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content prior to making use of that Platform Content. Subject to Your compliance with this Agreement, You may use the Platform Content provided to You through the Platform solely for Your internal business purposes in connection with Your permitted use of the Platform in accordance with this Agreement. You agree that You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Platform Content; or (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Platform Content. The company has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Platform Content. Without limiting the foregoing, The company will not be held liable to You or any third party for any Content (including Your Content) under the Communications Decency Act (47 U.S.C. § 230). Except as set forth in this Agreement, You are granted no licenses or rights in or to any Platform Content, or any IPR (as defined below) therein or related thereto.
6.3 To Third-Party Services. The company may provide You with the ability to access services developed, provided, or maintained by third-party service providers through the Platform (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Platform, including Your Content. In addition to the terms of this Agreement, Your access to and use of any Third-Party Services is also subject to any other agreement You may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of this Agreement but will not apply to any other services or Content You may access through the Platform.
7. Payment. You shall pay The company all fees You have agreed in writing to pay to The company in connection with this Agreement and Your access to and use of the Platform or Content (“Fees”), either when You enter into this Agreement or during the term of this Agreement. All recurring Fees will be due and payable by You in advance of the initial period and each applicable renewal period under this Agreement unless other payment terms have been extended by The company. All other Fees will be due and payable as indicated by The company. Prepaid package upgrades, downgrades, or cancellations must be processed through contact with The company. To ensure updates, downgrades, or cancellations are processed for an upcoming service period, Your requests must be submitted before the end of the current month (GMT -7 Time) to avoid billing of Fees for the next month. Your requested upgrades, downgrades, and cancellations shall constitute an order form or agreement once confirmed by The company. If You have specified a credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism under this Agreement, You grant The company the right to charge the applicable payment mechanism You provided to The company for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to The company (including upon any termination, expiration, or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. If The company requires use of collection agencies, attorneys, or courts of law for collection of Your account, You will be responsible for those expenses. You will be responsible for any and all use, sales, and other taxes imposed on any services or Content provided under this Agreement. The company has the right to modify Fees and other charges by updating its pricing plans on https://www.storyly.io/pricing unless there is another order form or agreement in force between the parties.
8. Termination. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms under Service Orders/Agreements.
Either party may terminate this Agreement (including all related SOs) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty days).
Upon termination of this Agreement for any reason: (1) all rights and subscriptions granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the Platform and all Content, including Your Content and any Content You obtained prior to termination; and (3) The company may, in its sole discretion, delete Your Account or Your Content at any time. Your Content may continue to exist on the Platform after termination of this Agreement unless You actively delete it or contact The company’s support team and request that it be deleted. Sections 1 (Definitions), 7 (Payment), 8 (Termination), 10 (Platform Technology), 11 (Ownership), 12 (Representations and Warranties), 13 (Disclaimers), 14 (Indemnity), 15 (Limitation on Liability), 16 (Data Privacy), 17 (Disputes), 18 (Notices), and 19 (Additional Terms) will survive any expiration or termination of this Agreement.
9. Suspension. Without limiting The company’s right to terminate this Agreement, The company may also suspend Your access to Your Account and the Platform (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by The company to be inappropriate or detrimental to The company, the Platform, or any other The company product, customer, or user.
10. Platform Technology. The Platform, and the databases, software, hardware, and other technology used by or on behalf of The company to operate the Platform, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of The company. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. The company uses reasonable means to protect the security of the Platform, but You acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.
11. Company shall have no liability in case you use a Storyly SDK version older than 6 months in your mobile application. You shall take necessary steps to make sure their mobile application uses a version of the Storyly SDK that is not older than 6 months. If the Company informs you to update their SDK version, the You shall perform the update at most within 15 calendar days.
12. Ownership. The company retains all rights, title, and interest, including all IPR (as defined below), in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform under this Agreement. The The company name, logo, and all product and service names associated with the Platform are trademarks of The company and its licensors and providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
13. Representations and Warranties. You represent and warrant to The company that: (a) You have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on Your behalf; (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement; and (d) Your use of and access to the Platform and Content, including Your Content, will comply with all applicable laws, rules, and regulations and will not cause The company itself to violate any applicable laws, rules, or regulations.
14. DISCLAIMERS. THE PLATFORM AND ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE PLATFORM. THE COMPANY AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE TECHNOLOGY (INCLUDING THE PLATFORM), CONTENT, AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY, ITS EMPLOYEES, PROVIDERS, OR AGENTS, OR THE PLATFORM, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (IF ANY).
15. Warranty. Should the Platform and/or SDK show a defect (i.e. non-conformities, malfunctions or other problems) You shall inform the company in writing immediately with an exact description of the relevant facts together with all other useful information for resolving the issue. The company shall fix correctly reported defects within a reasonable time frame. The company shall not be liable to You or to any third parties for any loss or damage whatsoever or howsoever caused arising directly or indirectly from improper use of Platform and/or SDK or inability to use the Platform/SDK. You, the authorised user and end-user shall be responsible for determination of appropriate uses of the Platform/SDK and for establishing adequate and independent procedures for testing the reliability and accuracy of any device on which the SDK shall be used.
16. Indemnity. You hereby agree to indemnify, defend, and hold harmless The company and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) Your access to or use of the Platform, including any Content; (2) Your Content or other Content You provide through the Platform; and (3) Your breach of any representation, warranty, or other provision of this Agreement. The company will provide You with notice of any such claim or allegation, and The company will have the right to participate in the defense of any such claim at its expense.
17. LIMITATION ON LIABILITY. THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE TECHNOLOGY (INCLUDING THE PLATFORM) OR CONTENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE COMPANY’S PROVISION OF THE TECHNOLOGY (INCLUDING THE PLATFORM) AND ALL CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT YOU ACTUALLY PAID TO THE COMPANY FOR USE OF OR ACCESS TO THE PLATFORM IN THE PRECEDING 6 MONTHS, AND (2) $500. YOU AGREE THAT THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, THE COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California (U.S.A.) as such laws apply to contracts between California residents performed entirely within California, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 17.1, each party may bring any action or proceeding arising from or relating to this Agreement exclusively in a state or federal court in San Francisco, California (U.S.A.) or the applicable court in Your place of residence, and You irrevocably submit to the personal jurisdiction and venue of these courts in any such action or proceeding brought in such courts by The company.
20. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to The company by postal mail to the address for The company listed on the Platform and The company’s Storyly website. The company may provide You with any notices required or allowed under this Agreement by sending You an e-mail to any e-mail address You provide to The company in connection with Your Account, provided that in the case of any notice applicable both to You and other users of the Platform, The company may instead provide such notice by posting on the Platform. Notices provided to The company will be deemed given when actually received by The company. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
21. Additional Terms. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by The company under this Agreement must be in writing or later acknowledged by The company in writing. Any waiver or failure by The company to enforce any provision of this Agreement on one occasion will not be deemed a waiver by The company of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. You may not assign or transfer either this Agreement or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without The company’s prior written approval. Any assignment in violation of the foregoing will be null and void. The company may assign this Agreement to any party that assumes The company’s obligations hereunder. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Platform may contain links to third-party sites that are not under the control of The company. The company is not responsible for any content on any linked site and You access any third-party site from the Platform at Your own risk.
22. Call us at: email@example.com or write to us: “287 Park Avenue South, Suite 700 New York, NY 10010 USA”