General Terms and Conditions (“GT&C”)
Please read these General Terms and Conditions carefully before using Storykit (in whole or in part) (hereinafter "Storykit") and/or services related thereto. By using Storykit or any related service, you consent to be bound by these GT&C. In the event you do not accept these GT&C, you are not permitted to use Storykit or any related service.
- Storykit is provided by Storykit AB, company registration no. 556980-8404, VAT registration no. SE556980840401, Söder Mälarstrand 77, 118 25 Stockholm, Sweden (hereinafter "Company").
- Unless otherwise agreed in writing in an order form approved by the Company, these terms and conditions (hereinafter the "GT&C ") shall govern the use of, and access to, Storykit and services related thereto (hereinafter collectively referred to as the "Services"). Additional terms and conditions may apply to certain parts of the Services. The Customer is not permitted to use the Services in the event the Customer does not accept the GT&C and any other relevant additional terms and conditions.
- Certain products and/or services provided by Storykit and/or which form part of the Services are provided by third parties and not by the Company. Such third party products and/or services can include (without limitation) image content, video content, and customized fonts. The Company assumes no liability for products and/or services provided by any third party. In the event Customer uses any such third party products and/or services, Customer shall comply with the all of the respective third party's terms and conditions applicable thereto.
- In addition to Section 1.3 above, Customer shall comply with all terms and conditions that may apply, from time to time, in connection with using any social media platforms through the Services. Such platforms include (without limitation and where applicable) Twitter (www.twitter.com/tos), Facebook (www.facebook.com/legal/terms), LinkedIn (www.linkedin.com/legal/user-agreement) and YouTube (www.youtube.com/t/terms). Note these links are provided as a courtesy only and may be subject to change.
- In the event Customer, it’s users or any third party in relation to Customer:
(i) elect to link any social media account to Storykit, Customer shall ensure any of such persons accessing information via such social media platform(s) are permitted to do so with respect to any processing of personal data in relation thereto.
(ii) elect to link a YouTube account to Storykit, YouTube’s access protocol interface will be used in executing such link. Google’s policy for the processing of personal data shall apply thereto (see http://google.com/policies/privacy). Note this link is provided as a courtesy only and is subject to change from time to time. Customer shall ensure any persons (Customer’s users and/or third parties in relation to Customer) receive this information if opting to link YouTube accounts to Storykit.
- In the event Customer, it’s users or any third party in relation to Customer have linked an account to any social media platform (as referenced in Section 1.5 above) and thereby grant Company access to the respective social media account(s), Customer shall inform all individual users and third parties in relation to Customer that it is possible to revoke such Company access, for example, via Google’s security settings page, (https://security.google.com/settings/security/permissions). Note, this link is provided as a courtesy only and is subject to change from time to time.
- In the event a license for Videoblock’s image and video library is included in the Services ordered by Customer, the Customer shall comply with Videoblock’s EULA when using any such image and/or video content. Note this link is provided as a courtesy only and is subject to change from time to time.
- By using Storykit or the Services (in whole or in part), you have accepted the GT&C and affirmed you fully understand all of the rights and obligations set forth in the GT&C.
- In the event you use Storykit or the Services on behalf of anyone else, e.g., on behalf of your employer, you hereby affirm you possess the actual and ostensible authority to accept the GT&C on behalf of your employer and that you shall indemnify and hold the Company harmless for any damages or losses incurred by the Company as a consequence of your lack of actual or ostensible authority. References to "you" or "Customer" in the GT&C mean both you and the third party on whose behalf you use the Services.
- The Company 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 the Company, the order form shall prevail.
2 USE OF STORYKIT AND/OR THE SERVICES
- The Customer shall ensure all use of Storykit and/or the Services takes place in accordance with the requirements and instructions issued by the Company from time to time.
- The Customer shall be responsible for ensuring Customer and its users possess the hardware, software, Internet access, and other equipment necessary for using Storykit and/or 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 Storykit (hereinafter referred to collectively as "User Content") and shall indemnify and hold the Company harmless with respect to any claims asserted by third parties based on the Company'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 Storykit and/or the Services.
- By providing, publishing and/or disclosing User Content to Company, Customer grants Company 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 the Company the right to use User Content in such a manner so as to carry out the Services.
- In the event the Company deems User Content (in whole or in part) or Customer’s use of Storykit or the Services to be contrary to the GT&C, applicable laws, rules or any applicable guidelines, Company reserves the right, in Company’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 Storykit and/or the Services .
- In conjunction with the use of Storykit and the Services, data is collected for statistical purposes with respect to how User Content performs in the agreed media channels (hereinafter "User Content Statistics"). Company shall be entitled to freely use, develop and process User Content Statistics. Company shall not share User Content Statistics with any party other than the Customer, Company's organization, consultants engaged on behalf of Company, and/or third parties engaged in the provision of Services on behalf of Company. To clarify, Company's right to User Content Statistics is intended to enable the Company to make User Content Statistics available to the Customer in the Services and the creation of anonymized Aggregated Statistics (as defined below).
- In conjunction with the use of Storykit and the Services, data is also collected from User Content in aggregated and anonymized form in order to categorize various types of content and generate recommendations (hereinafter "Aggregated Statistics"). Notwithstanding anything stated to the contrary in these GT&C, all rights to Aggregated Statistics shall inure to the Company, and Company shall hold exclusive title and ownership thereto. The Company shall be entitled to freely use, develop, process, sub-license and assign such data (in whole or in part).
- Certain use of, and access to, Storykit and/or 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 third parties. In conjunction with such use of, and access to, Storykit and/or the Services, the Customer bears sole responsibility for ensuring all use of Storykit and 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 the Company 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 the Company has received and confirmed the aforementioned notice.
- In the event a Customer shares, discloses or misplaces its username or password, the Company shall not be responsible for any damage or loss incurred as a consequence thereof.
- The Company reserves the right, at Company’s sole and absolute discretion, without prior notice, to block users and/or Customers who misuse Storykit, usernames, passwords, and/or the Services.
- The Customer is aware of and accepts that Company continually carries out, at Company’s sole and absolute discretion, updates, upgrades, and other maintenance measures as well as releases new versions of Storykit and 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, the Company may offer access to all or parts of Storykit and/or the Services without cost during a limited period (hereinafter "Demo Versions").
- The Company may also offer the Customer the opportunity to use services which are not fully developed (hereinafter "Beta Versions").
- The Customer understands and agrees that Demo Versions and Beta Versions may only be used by the Customer to test and evaluate the Services, and that such Demo Versions and Beta Versions are provided on an “As Is” basis only. The Company expressly disclaims all warranties and all liability in relation to the use of the Demo Versions and Beta Versions.
- Demo Versions or Beta Versions of Storykit or the Services are used in existing and available condition.
- The Customer is aware and accepts that the Company may, at any time and without prior notice, at the Company’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.
- The Customer is granted a personal, non-exclusive, non-transferable, non-sub-licensable and limited right to use Storykit 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 use the Services (in whole and in part) shall terminate automatically upon expiration or termination of the agreement.
- The Customer's right to use Storykit and/or the Services is subject to Customer’s ongoing compliance with these GT&C and any applicable third-party terms and conditions.
- The Customer may not copy, modify, change, reverse engineer or decompile Storykit or 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 Storykit and/or 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 the Company's prior written approval. To clarify, Customer shall have no right to access the source code (in whole or in part) of Storykit and/or the Services unless expressly agreed otherwise, in writing, by the Company.
- All use of the Company's trademarks, company name, and/or other characteristic marks from Storykit and/or the Services (hereinafter the "Trade Marks") without the Company's prior written consent shall be strictly prohibited. Moreover, The Trade Marks may not be used together with any products or services which have not been approved by the Company (in writing) or which in any manner may give rise to confusion amongst customers or have any adverse impact upon any Trademarks or the Company.
- The Customer undertakes to immediately inform the Company 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, PAYMENT TERMS AND CONDITIONS
- The Customer shall pay the fees set forth in the Company's order form (hereinafter the "License Fees") for the license.
- To clarify, License 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 the Company, the Customer shall pay the prices quoted by the Company from time to time for such additional services.
- Unless otherwise agreed, Customer shall pay the License Fees invoiced by the Company in advance at the start of the term of agreement as agreed in the order form issued by the Company.
- Invoices shall be paid within thirty (30) calendar days of the invoice date.
- In the event of the Customer's failure to make timely payment, the Company 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, the Company shall be entitled to suspend provision of the services. The Company shall provide reasonable advance notice of such suspension of the Services.
- Unless otherwise expressly stated, all amounts are stated in SEK and excluding value added tax and other applicable taxes. The Company reserves the right to charge value added tax and other applicable taxes on the stated amounts in accordance with applicable law.
- The Customer's obligation to make payment is related to current functionality existing at the time of the order. The Company 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 signing an order form or Customer's use of the Services (in whole or in part).
- In the event a fixed term of agreement is stated in the Company's order form, the agreement shall be automatically extended by the same term of agreement unless one of the parties terminates the agreement in writing not later than thirty (30) days prior to the expiry of the fixed term of agreement 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 then current agreement period.
- In the event the parties have not reached an agreement regarding a fixed term of agreement in an order form issued by the Company, 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 the Company'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 Storykit and/or the Services (in whole and in part) shall cease.
- For a period of six (6) months following termination of the agreement, Customer shall be entitled to obtain a copy of Customer's User Content Statistics in a standard, machine-readable format. To clarify, Customer shall not be entitled to any other material or other data upon termination of the agreement.
- Customer owns User Content, including the right to modify, adapt, license, and transfer the User Content.
- Subject to Customer’s ownership of User Content, all content in Storykit and/or 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 Company.
- Nothing in these GT&C shall be construed as the Company assigning, in whole or in part, any of the Company's tangible or intellectual property rights to the Customer.
- Nothing in these GT&C shall be construed as the Customer assigning its rights to the User Content. Except where otherwise expressly agreed between the Company and the Customer in writing, the Company shall only be entitled to use User Content in accordance with Section 2 above.
- 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 the Company, that the Company shall have the unlimited right to use such Feedback in connection with the Company’s development and/or future commercialization of Storykit, the Services, and/or any other products and services of any kind. In the event the Company uses Feedback, Company 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. The Company is data processor and is responsible for protecting personal data in accordance with the Storykit Standard Data Processing Agreement (hereinafter the "Storykit DPA") (see http://www.storykit.io/dpa or, if applicable, the separate Data Processing Agreement entered into, in writing, between the Company and the Customer which in such event supersedes the Storykit DPA).
- The Company undertakes not to disclose User Content and/or User Content Statistics to any third party. However, the Company shall be entitled to disclose User Content and/or User Content Statistics to consultants and employees engaged by the Company as necessary to provide the Services.
- The Customer undertakes not to disclose the contents of the GT&C, the content of the Company'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.
- To clarify, it is noted that this Section 9 shall not limit the Company's right to use Aggregated Statistics which are based on the Customer's use of the Services or User Content.
- This Section 9 shall survive termination of the agreement.
- 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 the Company's customer service at firstname.lastname@example.org.
- The Company aims to ensure Storykit and/or the Services will be available at all times and that any faults and/or deficiencies will be rectified without undue delay. The Company 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.
- The Company's aims to respond within 48 hours to support matters received on regular workdays in Sweden between 9AM and 5PM.
- Unless otherwise agreed between the parties in writing, the Company 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 the Company 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 the Company's instructions until such time as troubleshooting has commenced.
- In the event the Company has not fulfilled the service levels in this Section 10, the Customer shall be entitled to a reduction in the License Fee for the month during which the service level was not fulfilled, whereupon the License Fee 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 License Fee 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, e.g., service providers who provide the social media through which the Customer's editorial texts and videos are distributed. 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 Storykit and/or 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. The Company shall be responsible for giving reasonable advance notice prior to planned operational downtime.
11 LIABILITY AND INDEMNIFICATION
- The Company makes no warranties of any kind regarding Storykit and/or the Services. The Company 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 any 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 parties infringement of such third parties intellectual property and/or any claims related to the Customer’s User Content.
- The Company warrants that the implementation and delivery of Storykit and the Services, the Customer’s access to and use of Storykit and 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. The Company shall indemnify the Customer with respect to third party intellectual property infringement claims asserted against the Customer due to the Customer’s use of Storykit and the Services, provided that such use at no time contravened these GT&C. Company’s indemnification obligations under this Section 11.4 shall not apply to User Content and/or use of unique fonts, image content, and video content from any third party service provider even if linking to or otherwise forming a part of the Services. 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.
- The Company’s indemnification obligation under Section 11.4 shall be subject to Customer’s notification of the relevant claim to the Company 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 the Company full control over the defense of the infringement action, including the right to make decisions on all settlement negotiations, and (ii) assists the Company in defense of the claim(s) in question to the extent requested by the Company.
- 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.
- The Customer is aware that Storykit and/or the Services may only be used for lawful purposes and warrants that all use of Storykit and/or the Services shall comply with all laws applicable to such use from time to time. The Customer shall hold the Company harmless with respect to all claims brought by third parties against the Company 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.
- Storykit and/or the Services may contain links or references to websites, products and/or software provided by third parties. The Company has no particular knowledge regarding the information provided on such other websites or by any such third party, and the Company thus does not endorse the companies or products to which the links refer. The Company 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. The Company reserves the right to at any time block links or linking programs.
- The Company 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, the Company 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 Customer has not so terminated the agreement within the subject sixy (60) day period, the Customer shall be deemed to have accepted the modifications and/or additions.
- The Company reserves the right to adjust the fees applicable to Storykit and/or the Services by providing Customer with notice no less than sixty (60) calendar days prior to the expiration of the initial agreement term or any applicable extension period thereafter. The updated fees shall, in such event, take effect upon the beginning of the new agreement period or extension to the existing agreement (as applicable).
- The Company 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.
15 FORCE MAJEURE
- A failure or delay by the Company in the provision of its services and undertakings shall not be deemed to constitute a breach of the Company'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 the Company's reasonable control. The Company shall have no liability for the consequences of such force majeure events.
16 INVALIDITY OF A TERM
- In the event any provision of the GT&C or part thereof is deemed to be invalid, such invalidity shall not constitute the invalidity of the GT&C as a whole. In the event of any such partial invalidity of the GT&C, the GT&C shall be amended as necessary to lawfully achieve the commercial and legal intentions of the parties.
17 APPLICABLE LAW AND DISPUTES
- Swedish law, excluding any conflict of laws provisions, shall apply to the GT&C.
- Disputes arising under these GT&C shall be conclusively resolved by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (hereinafter 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 Swedish 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 17.2 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.