General Terms and Conditions

Storykit

Version 6

Dated 2024-10-03

These General Terms & Conditions (the “GT&C”) are an agreement between Storykit AB and you (the “Customer”) that governs the Customer’s use of and access to the Services (as defined below) and Storykit’s provision of the Services. If the Customer does not accept these GT&C, the Customer is not permitted to use the Services or any related services provided by Storykit.

1 GENERALLY

Storykit is provided by Storykit AB, company registration no. 556980-8404, VAT registration no. SE556980840401, Tulegatan 4, 113 53 Stockholm, Sweden ("Storykit"). Storykit and the Customer are each referred to as a “Party” and together referred to as the “Parties”.
Unless otherwise agreed in writing in an order form approved by Storykit, these GT&C shall govern the use of and access to Storykit and any related services provided by Storykit (the "Services"). Additional terms and conditions may apply to certain parts of the Services.
Certain products and/or services accessible through the Services are provided by third parties and not by Storykit. Such third-party products and/or services include (without limitation) image and video content. Storykit assumes no liability for products and/or services provided by any such third-party. In the event Customer uses any such third-party products and/or services, Customer shall comply with all of the respective third-party's terms and conditions applicable thereto.
In the event you use the Services on behalf of anyone else, e.g., on behalf of your employer, you hereby represent that you possess the authority to accept the GT&C on behalf of your employer and that you shall indemnify and hold Storykit harmless for any damages or losses incurred by Storykit as a consequence of your lack of authority. References to "you" or "Customer" in the GT&C mean both you and the company on whose behalf you use the Services.
Storykit is permitted to market the cooperation with the Customer and, in conjunction therewith, shall be entitled to reproduce the Customer's company name and trademarks. To clarify, all other use of the Customer's trademarks or company name shall require the Customer's prior consent.
In the event of any conflict between the provisions of these GT&C and the order form issued by Storykit (together, the “Agreement”), the order form shall prevail.

2 USE OF THE SERVICES

The Customer shall ensure all use of the Services takes place in accordance with the requirements and instructions issued by Storykit from time to time.
The Customer shall be responsible for ensuring the Customer and its users possess the hardware, software, internet access, and other equipment necessary for using the Services. Further, the Customer is responsible for errors and/or deficiencies in the Customer’s own software, hardware, and internet connection.
The Customer shall bear sole liability for information, data, text, notices, and other material provided to, or created by, the Customer in conjunction with using the Services (together, the "User Content") and shall indemnify and hold Storykit harmless with respect to any claims asserted by third-parties based on Storykit's use of the User Content and/or making User Content available including, but not limited to, storage, copying, reproduction and publication of User Content as required to provide the Services.
By providing, publishing and/or disclosing User Content to Storykit, Customer grants Storykit a global, non-exclusive, royalty-free license to use, reproduce, adapt, distribute and/or publish such content in Storykit and other media channels to the extent necessary to provide the Services. To clarify, this provision is only intended to grant Storykit the right to use User Content in such a manner so as to carry out the Services.
In the event Storykit deems User Content (in whole or in part) or Customer’s use of the Services to be contrary to the Agreement, applicable laws, rules or any applicable guidelines, Storykit reserves the right, in Storykit’s sole and absolute discretion to: (i) decline to publish, show, use or otherwise make available User Content, (ii) promptly and without prior notice dispose of all User Content (in whole or in part) and/or (iii) block Customer’s access to the Services.
Certain use of, and access to, the Services takes place by means of a username and password. The username and password are solely for personal use by the individuals to whom they have been assigned and may not be shared with any other individuals. In conjunction with such use of, and access to, the Services, the Customer bears sole responsibility for ensuring all use of the Services is by means of its respective username and password. In the event the Customer's username or password is lost or has been stolen, or where the Customer has reason to believe there has been unauthorized access to the Customer's user account, the Customer shall immediately notify Storykit thereof and change the password. The Customer shall be responsible for all use by means of the Customer's username and password until such time as Storykit has received and confirmed the aforementioned notice.
In the event the Customer shares, discloses or misplaces its username or password, Storykit shall not be responsible for any damage or loss incurred as a consequence thereof.
Storykit reserves the right, at Storykit’s sole and absolute discretion, without prior notice, to block users and/or Customers who misuse usernames, passwords, and/or the Services.
The Customer is aware of and accepts that Storykit continually carries out, at Storykit’s sole and absolute discretion, updates, upgrades, and other maintenance measures as well as releases new versions of the Services, which may modify functionality. The Customer has the right to object to changes and/or updates that substantially impair Customer’s benefit or use of Storykit. If the Customer has not provided a written objection to any such change and/or update within 30 calendar days of the change and/or update being implemented, the Customer is conclusively presumed to have accepted any such changes and/or updates.

3 DEMO AND BETA VERSIONS

From time to time, Storykit may offer access to all or parts of the Services or related without cost during a limited period ("Demo Versions").
Storykit may also offer the Customer the opportunity to use services that are not fully developed ("Beta Versions").
The Customer understands and agrees that Demo Versions and Beta Versions may only be used by the Customer to test and evaluate and that such Demo Versions and Beta Versions are provided on an “As Is” basis only. Storykit expressly disclaims all warranties and all liability in relation to the use of the Demo Versions and Beta Versions.
Demo Versions or Beta Versions are used in existing and available conditions.
The Customer is aware and accepts that Storykit may, at any time and without prior notice, at Storykit’s sole and absolute discretion, limit access or accessibility to the Demo Versions or Beta Versions and delete all material and all data relating to the use of Demo Versions or Beta Versions.

4 SUBSCRIPTION

The Customer is granted a personal, non-exclusive, non-transferable, non-sub-licensable and limited right to use the Services for the purpose of producing video content and in accordance with what otherwise follows from the Agreement, during the term of the Agreement.
To clarify, the Customer's right to access and use the Services (in whole and in part) terminates automatically upon expiration or termination of the Agreement.
The Customer may not copy, modify, change, reverse engineer or decompile the Services (in whole or in part) including, but not limited to, texts, listings, categorizations, graphics, logotypes, icons, images, sound files, digital downloads, object codes, source codes and/or any other related material.
The Customer may not lend, lease or in any other manner make available the Services (in whole or in part) including, but not limited to, texts, listings, categorizations, graphics, logotypes, icons, images, sound files, digital downloads, object codes, source codes and/or other related material without Storykit's prior written approval. To clarify, the Customer shall have no right to access the source code (in whole or in part) of the Services.
All use of Storykit's trademarks, company name, and/or other characteristic marks from the Services ("Trademarks") without Storykit's prior written consent shall be strictly prohibited. Moreover, Trademarks may not be used together with any products or services that have not been approved by Storykit (in writing) or which in any manner may give rise to confusion amongst customers or have any adverse impact upon any Trademarks or Storykit.
The Customer undertakes to immediately inform the Storykit regarding any claims made by third-parties alleging that the Customer's use of Storykit (in whole or in part) constitutes infringement of such third-party's rights.

5 PRICES AND PAYMENT

The Customer shall pay the fees set forth in Stroykit's order form (the "Fees") for the license.
To clarify, Fees shall not be discounted in the event actual use is less than the number of subscribed user licenses.
In the event the Customer elects to order other services offered by Storykit, the Customer shall pay the prices quoted by Storykit from time to time for such additional services.
Unless otherwise agreed, Customer shall pay the Fees invoiced by Storykit in advance at the start of the term of the Agreement as agreed in the order form issued by Storykit.
Invoices shall be paid within thirty (30) calendar days of the invoice date, unless agreed otherwise in the order form.
In the event of the Customer's failure to make timely payment, Storykit shall be entitled to penalty interest commencing on the due date in accordance with the Swedish Interest Act (Swedish Code of Statutes 1975:635).
In the event the Customer has not made payment within thirty (30) calendar days of the invoice due date, Storykit shall be entitled to suspend the provision of the Services. Storykit shall provide reasonable advance notice of such suspension of the Services.
Unless expressly stated otherwise, all amounts are stated in SEK, and excluding value added tax and other applicable taxes. Storykit reserves the right to charge applicable value-added tax or other applicable taxes. Storykit reserves the right to, in addition to the Fees, charge an amount equivalent to any applicable value-added tax or any other applicable taxes, both added or withheld.
The Customer's obligation to make payment is related to current functionality existing at the time of the order. Storykit makes no representation regarding future functionality and thus any failure to release functional upgrades shall have no effect on the Customer's obligation to remit any and all payments.

6 EARLY TERMINATION

The Agreement between the Parties shall enter into force upon the earlier of the Parties signing an order form, or an equivalent agreement, or Customer's use of the Services (in whole or in part).
In the event a fixed term of the Agreement is stated in the order form (the "Term"), the Agreement shall be automatically extended by the same term of agreement (the “Renewal Period”), unless one of the Party's terminates the Agreement in writing not later than thirty (30) days prior to the expiry of the Term or the Renewal Period, as applicable, and will continue to be renewed in an equivalent manner until the Agreement is terminated no later than thirty (30) days before the expiry of the Term or Renewal Period.
In the event the Parties have not reached an agreement regarding a Term in an order form issued by Storykit, the Agreement shall apply until further notice and be subject to a mutual right to terminate subject to thirty (30) days written notice.
Each Party shall be entitled to terminate the Agreement with immediate effect upon the occurrence of any of the following. (a) in the event the other Party materially breaches any of its obligations in accordance with the GT&C or Storykit's order form and, to the extent remedying such breach is possible, does not remedy such breach within thirty (30) calendar days following written demand: or (b) in the event the other Party is placed into insolvency, is placed into liquidation, commences corporate reorganization, suspends payments or may otherwise be deemed to be insolvent.
Upon termination of the Agreement, the Customer's right to use the Services (in whole and in part) shall cease.

7 TITLE

1. The Customer owns User Content, including the right to modify, adapt, license, and transfer the User Content.
2. Subject to the Customer’s ownership of User Content, all content in the Services, such as texts, listings, categorizations, graphics, logotypes, icons, images, sound files, digital downloads, object codes, source codes, and software is owned or licensed by Storykit.
3. Nothing in these GT&C shall be construed as the Storykit assigning, in whole or in part, any of Storykit's tangible or intellectual property rights to the Customer.
4. Nothing in these GT&C shall be construed as the Customer assigning its rights to the User Content. Except where otherwise expressly agreed between Storykit and the Customer in writing, Storykit shall only be entitled to use User Content in accordance with Section 2 above.
5. Customer understands and agrees that should Customer or any of its users voluntarily share any feedback, suggestions, recommendations, support communications, and/or enhancement requests (collectively “Feedback”) with Storykit, that Storykit shall have the unlimited right to use such Feedback in connection with Storykit’s development and/or future commercialization of Storykit, the Services, and/or any other products and services of any kind. In the event Storykit uses Feedback, Storykit shall have no duty to inform the Customer, obtain consent from the Customer or otherwise make any payment or accounting to the Customer.

8 PERSONAL DATA

The Customer is data controller and responsible for processing of any personal data found in User Content provided to or created by the Customer when using the Services. Storykit is data processor and is responsible for protecting personal data in accordance with Storykit's Standard Data Processing Agreement (the "Storykit DPA") (see http://www.storykit.io/dpa or, if applicable, the separate Data Processing Agreement entered into, in writing, between Storykit and the Customer which in such event supersedes the DPA).
Without prejudice to Section 8.1 above, Storykit is responsible for all other processing of personal data in connection with Storykit's provision of the Services, including processing of personal data required to administrate the Customer's user account ("User Account Data"). For further information regarding any such website-related processing of personal data, please see Storykit's privacy policy (https://storykit.io/privacy-policy).

9 CONFIDENTIALITY

Storykit undertakes not to disclose User Content to any third party. However, Storykit shall be entitled to disclose User Content to consultants and employees engaged by Storykit as necessary to provide the Services.
The Customer undertakes not to disclose the contents of the GT&C, the content of Storykit's order confirmation or other material or information obtained by the Customer from the Company.
The confidentiality undertaking in this Section 9 shall not apply to information which (i) is currently or subsequently in the public domain provided that such information has not entered the public domain as a consequence of a breach of this confidentiality undertaking, (ii) recipient lawfully received from a third party free from any duty of confidentiality (iii) which is compelled to be disclosed by court order, applicable law or by decision of an authorized and applicable governmental authority.
This Section 9 shall survive termination of the Agreement.

10 ACCESSIBILITY

It is recommended that Customer visit Storykit’s support webpage (https://ksesupport.zendesk.com/hc/en-us) for instructions, materials, and FAQ regarding use of Storykit and the Services. You are also invited to contact Storykit's customer service at support@storykit.io.
Storykit aims to ensure the Services will be available at all times and that any faults and/or deficiencies will be rectified without undue delay. Storykit shall put forth commercially reasonable efforts to ensure that the Services (in whole or in part) are provided without interruption, disruption, delay or other type of fault.
Storykit aims to respond within 48 hours to support matters received on regular workdays in Sweden between 9AM and 5PM.
Unless otherwise agreed in writing between the Parties, Storykit offers the following service levels for technical faults concerning Storykit:

Critical technical faults: 48 hours.
Non-critical technical faults: 72 hours.

Faults and incidents are classified by Storykit on the basis of the assessed effect of the fault or incident on Storykit functionality. The times set forth above pertain to the time at which the technical fault or matter was reported in accordance with Storykit's instructions until such time as troubleshooting has commenced.
In the event Storykit has not fulfilled the service levels in this Section 10, the Customer shall be entitled to a reduction in the Fees for the month during which the service level was not fulfilled, whereupon the Fees for the relevant calendar month shall be reduced in proportion to the time the Customer could not make any reasonable use of Storykit. The maximum price reduction pursuant to this Section 10.5 shall be thirty per cent (30%) of the Fees which would have been paid for the relevant month.
The Customer understands and agrees that certain Storykit functionality is dependent on APIs developed and provided by third parties. The use of such APIs takes place subject to the terms and conditions applicable to the use thereof. The Customer is aware and accepts that certain functionality in Storykit may be temporarily or permanently discontinued due to operational disruptions, outages, faults or measures relating to such third-party providers.
The Customer understands and agrees that the Services may be rendered inaccessible from time to time as a consequence of planned and/or unplanned operational downtime for service, maintenance and/or updates. Storykit shall be responsible for giving reasonable advance notice prior to planned operational downtime.

11 LIABILITY AND INDEMNIFICATION

Storykit makes no warranties of any kind regarding the Services. Storykit expressly disclaims all implied warranties including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Unless stated otherwise in this Agreement, each Party shall be entitled to recovery of its direct damages pursuant to: (i) the other Party’s breach of any obligations under this Agreement (including, without limitation, the Customer’s failure to timely pay Fees, or (ii) the other Party’s negligence. With this said, a Party is entitled to both direct and indirect damages caused by the other Party’s intentional misconduct.
Each Party’s total liability for one or more events (regardless of whether these are related to one another or not) shall in no case exceed the amount paid (or otherwise due) for Storykit and the Services during the twelve (12) months of relevance to the order form applicable to the delivery of Storykit and the Services. Notwithstanding the provisions of this Section 11.3, no limitation of liability shall apply to any breach of confidentiality, any infringement of the other Party’s intellectual property, claims made by third-parties against a Party due to the other Party's infringement of such third-parties intellectual property and/or any claims related to the Customer’s User Content.
Storykit warrants that the implementation and delivery of the Services, the Customer’s access to and use of the Services, and all information otherwise exchanged between the Parties, neither through access, use nor in any other manner infringes any third party’s intellectual property rights. Storykit shall indemnify the Customer with respect to third-party intellectual property infringement claims asserted against the Customer due to the Customer’s use of the Services, provided that such use at no time contravened these GT&C. Storykit’s indemnification obligations under this Section 11.4 shall not apply to User Content and/or such third-party services described in Section 1.3 above. The Customer shall comply with all third-party terms, conditions, and restrictions pertaining to the respective image content or video content, such third-party providers included, without limitation, Unsplash, Pexel, Pixabay, and Videblocks.
Storykit’s indemnification obligation under Section 11.4 shall be subject to Customer’s notification of the relevant claim to Storykit within seven (7) days after the Customer knew or reasonably should have known of such claim. Further, indemnification shall only apply if the Customer: (i) grants Storykit full control over the defense of the infringement action, including the right to make decisions on all settlement negotiations, and (ii) assists Storykit in defense of the claim(s) in question to the extent requested by Storykit.
The Customer is aware that the Services may only be used for lawful purposes and warrants that all use of the Services shall comply with all laws applicable to such use from time to time. The Customer shall hold Storykit harmless with respect to all claims brought by third parties against Storykit as a consequence of the Customer's use of Storykit in violation of these GT&C or applicable legislation including, but not limited to, claims regarding breaches of applicable personal data legislation.
Unless expressly stated otherwise in these GT&C, this Section 11 sets forth the total and complete liability of the Parties with respect to this Agreement.

12 LINKS

The Services may contain links or references to websites, products and/or software provided by third-parties. Storykit has no particular knowledge regarding the information provided on such other websites or by any such third-party, and Storykit thus does not endorse the companies or products to which the links refer. Storykit assumes no liability for the content, terms, conditions or policies provided by third parties. The Customer and any of the Customer's users assume any and all risks of following a link or reference. Storykit reserves the right to at any time block links or linking programs.

13 AMENDMENTS

Storykit reserves the right to, at its sole and absolute discretion, at any time, modify the GT&C. If such modification or addition to the GT&C constitutes: (i) a material adjustment to the GT&C or (ii) a material adverse impact on the Customer’s business, Storykit shall notify the Customer regarding the changes not later than sixty (60) calendar days prior to the entry into force of the changes. During such sixty (60) day period, Customer shall have the right to terminate the Agreement in writing with immediate effect if objecting to the modification. If the Customer has not so terminated the Agreement within the subject sixty (60) day period, the Customer shall be deemed to have accepted the modifications and/or additions.
Storykit reserves the right to adjust the fees applicable to the Services by providing Customer with notice no less than sixty (60) calendar days prior to the expiration of the Term or Renewal Period, as applicable. The updated fees shall, in such event, take effect upon the first date of the next Renewal Period.
Storykit does not warrant that previous versions of the GT&C will be archived and made available to the Customer. Accordingly, the Customer is encouraged to print and save the GT&C applicable to Customer’s agreement.

14 FORCE MAJEURE

A failure or delay by Storykit in the provision of its services and undertakings shall not be deemed to constitute a breach of Storykit's undertakings pursuant to the Agreement where such failure or delay is due to fires, floods, earthquakes, natural disasters, electrical problems, acts of war, terrorism, riots, civil unrest, strikes, blockades, decisions by the government or any governmental agencies, court rulings, delays or disruptions in Internet traffic and/or telecommunications, a failure by an outside party or any other reason beyond Storykit's reasonable control. Stroykit shall have no liability for the consequences of such force majeure events.

15 INVALIDITY OF A TERM

In the event any provision of the Agreement or part thereof is deemed to be invalid, such invalidity shall not constitute the invalidity of the Agreement as a whole. In the event of any such partial invalidity of the Agreement, the Agreement shall be amended as necessary to lawfully achieve the commercial and legal intentions of the Parties.

16 APPLICABLE LAW AND DISPUTES

Swedish law, excluding any conflict of laws provisions, shall apply to the Agreement.
Disputes arising under this Agreement shall be conclusively resolved by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC").
The Rules for Expedited Arbitration shall be applied unless the SCC, taking into account the degree of difficulty of the case, the amount in dispute and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also determine whether the tribunal shall consist of one or three arbitrators.
Arbitration proceedings shall be conducted in Stockholm, and the language of the proceedings shall be English for non-Swedish customers and Swedish for Swedish customers, unless otherwise agreed in writing.
In conjunction with dispute resolution pursuant to this provision, the Parties shall bear their own costs for the arbitration, including cost of counsel.
Arbitration which is requested by reference to the arbitration clause in Section 16.2 above shall be subject to confidentiality. Confidentiality shall extend to all information presented during the proceedings as well as decisions or awards issued as a consequence of the proceedings. Information subject to confidentiality may not be disclosed to third parties in any form without the other Party's written consent. However, a Party shall not be prevented from disclosing such information in order to exercise its rights vis-a-vis the other Party in the most favorable manner possible as a consequence of the dispute or where such obligation is a consequence of compulsory law.
The United Nations Convention on the International Sale of Goods does not apply to this Agreement.