Keep In Touch Media AB
General Terms and Conditions
Please read these General Terms and Conditions carefully before you use Story Engine (or any part thereof) (hereinafter "Story Engine") and/or services related thereto. By using Story Engine or any related service, you consent to be bound by these General Terms and Conditions. In the event you do not accept these General Terms and Conditions, you shall not be entitled to use Story Engine or any related service.
- Story Engine is provided by Keep In Touch Media AB, company registration no. 556980-8404, VAT registration no. SE 556980840401, Norra Stationsgatan 93, 113 64 Stockholm (hereinafter "KIT").
- Unless otherwise agreed in writing in an order form approved by KIT, these terms and conditions (hereinafter the "General Terms and Conditions") shall govern the use of, and access to, Story Engine and services related thereto (hereinafter jointly referred to as the "Services"). Additional terms and conditions may apply to certain parts of the Services. The Customer shall not be entitled to use the Services in the event the Customer does not approve the General Terms and Conditions.
- Certain products and/or services provided by Story Engine and/or the Services are provided by third parties and not by KIT. KIT assumes no responsibility for products and/or services provided by any third party. Such products and services shall instead be subject to the third party's terms and conditions and provisions.
- By using Story Engine or the Services (or part thereof), you have accepted the General Terms and Conditions and affirmed that you fully understand the purport of the rights and obligations set forth in the General Terms and Conditions.
- In the event you use Story Engine or the Services on behalf of anyone else, e.g. on behalf of your employer, you hereby affirm that you possess the actual and ostensible authority to accept the General Terms and Conditions on behalf of your employer and that you hold KIT harmless for any direct damage or losses incurred by KIT as a consequence of your lack of actual or ostensible authority. References to "you" or "Customer" in the General Terms and Conditions means both you and the third party on whose behalf you use the Services.
- KIT shall be entitled to market the cooperation with the Customer and, in conjunction therewith, shall be entitled to reproduce the Customer's company name and trademarks. So as to avoid any misunderstanding, it is noted that 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 General Terms and Conditions and the order form issued by KIT, the terms and conditions of the order form shall have precedence.
2 USE OF STORY ENGINE AND/OR THE SERVICES
- The Customer shall be responsible for ensuring that all use of Story Engine and/or the Services takes place in accordance with the directions and instructions issued by KIT from time to time.
- The Customer shall be responsible for ensuring that the Customer and its users possess the hardware and other equipment necessary for Story Engine.
- The Customer shall bear sole responsibility for information, data, text, notices and other material provided to, or created by, the Customer in conjunction with the use of Story Engine (hereinafter referred to collectively as "User Content") and undertakes to hold KIT harmless in respect of any claims made by third parties based on KIT'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 in the media channels agreed between KIT and the Customer.
- By providing, publishing and/or showing User Content to KIT, the Customer grants KIT a global, non-exclusive, royalty-free licence to use, reproduce, adapt, distribute and/or publish such content in Story Engine, the media channels agreed by the parties and/or in the Services. So as to avoid any misunderstanding, it is noted that this provision is intended to grant KIT the right to use User Content in such a manner so as to enable the functionality of the Services. This section does not grant KIT any right to use to User Content outside the Services or publication and distribution therefrom.
- KIT retains the right to refuse in its own discretion to publish, show, use or otherwise make available User Content. Furthermore, KIT shall be entitled, without prior notice, to dispose of all User Content which, in KIT's judgement, violates user terms and conditions, applicable laws, rules or guidelines.
- In conjunction with the use of Story Engine and the Services, data is collected for statistical purposes in respect of how User Content performs in the agreed media channels (hereinafter "User Content Statistics"). KIT shall be entitled to freely use, develop and process User Content Statistics. KIT shall not be entitled to share User Content Statistics with any party other than the Customer, KIT's organisation, the consultants engaged on behalf of KIT, or other third party engaged with the Services on behalf of KIT. So as to avoid any misunderstanding, it is noted that KIT's right to User Content Statistics entails that KIT shall be entitled to make them available to the Customer in the Services and to create Aggregated Statistics.
- In conjunction with the use of Story Engine and the Services, data is also collected from User Content in aggregated and anonymised form in order to be able to categorise various types of content and generate recommendations (hereinafter "Aggregated Statistics"). Irrespective of what is otherwise stated in these General Terms and Conditions, all rights to Aggregated Statistics shall inure to KIT who shall hold exclusive title. KIT shall be entitled to freely use, develop, process, sub-license and assign such data (or part thereof).
- Some use of, and access to, Story Engine and/or the Services takes place by means of a user identity and password. The user identity and password are for personal use by the individuals to whom they are allocated and may not be shared with others. In conjunction with such use of, and access to, Story Engine and/or the Services, the Customer shall bear sole responsibility for ensuring that all use by means of the user name and password which have been allocated and/or created by the Customer. In the event the Customer's user name or password is lost or has been stolen, or where the Customer has reason to believe that there has been unauthorised access to the Customer's user account, the Customer shall immediately notify KIT thereof and change the password. The Customer shall be responsible for all use by means of the Customer's user name and password until such time as KIT has received and confirmed the aforementioned notice.
- In the event a Customer shares, discloses or misplaces a user name or password, KIT shall not be responsible for any damage or loss incurred as a consequence thereof.
- The Customer must at all times provide KIT with, and keep up to date, applicable, complete information. The Customer shall be obliged to the extent necessary and upon request by KIT to provide the written documentation deemed necessary by KIT in order to be able to confirm the accuracy of the information provided by the Customer in conjunction with registration or subsequent verification processes.
- KIT retains the right, without prior notice, to block users and/or Customers who misuse Story Engine, the user identity, passwords and/or the Services.
3 DEMO AND BETA VERSIONS
- From time to time, KIT may offer access to all or parts of Story Engine or the Services without cost during a limited period (hereinafter "Demo Versions").
- KIT may also offer the Customer the opportunity to use services which are not fully developed (hereinafter "Beta Versions").
- The Customer is aware and accepts that Demo Versions and Beta Versions may only be used by the Customer to test and evaluate the Services, and that KIT 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 Story Engine or the Services are used in existing and available condition.
- The Customer is aware and accepts that KIT may, at any time and without prior notice, 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 Story Engine to the agreed extent during the term of the agreement.
- In order to avoid any doubt, the Customer's right to use the Services shall terminate automatically upon termination of the term of the agreement.
- The Customer's right to use Story Engine and/or the Services shall be conditional upon fulfilment of these General Terms and Conditions and any applicable third-party terms and conditions.
- The Customer may not copy, modify, change, reverse engineer or decompile Story Engine or the Services (or part thereof) including, but not limited to, texts, graphics, logotypes, icons, images, sound files, digital downloads, object codes, source codes and/or other related material.
- The Customer may not lend, lease or in any other manner make available Story Engine and/or the Services (or part thereof) including, but not limited to, texts, graphics, logotypes, icons, images, sound files, digital downloads, object codes, source codes and/or other related material without KIT's prior written approval.
- All use of KIT's trademarks, company name, and/or other characteristic marks from Story Engine and/or the Services (hereinafter the "Trade Marks") without KIT's prior written consent shall be strictly prohibited. The Trade Marks may not be used together with any products or services which have not been approved by KIT or which in any manner may give rise to confusion amongst customers or create the risk of discrediting or damaging KIT.
- The Customer undertakes to immediately inform KIT in respect of claims made by third parties that the Customer's use of Story Engine (or part thereof) constitutes infringement of such third party's rights.
5 PRICES AND PAYMENT TERMS AND CONDITIONS
- The Customer shall pay the fees set forth in KIT's order form (hereinafter the "Licence Fees") for the licence.
- So as to avoid any misunderstanding, it is noted that there shall be no reduction of the Licence Fees in the event actual use is less than the number of subscribed user licences.
- In the event the Customer elects to order other services offered by KIT, the Customer shall pay the prices stated by KIT from time to time for such additional services.
- Unless otherwise agreed, the Licence Fees shall be paid against invoice issued by KIT in advance at the start of the term of agreement as agreed in the order form issued by KIT.
- Invoices shall be paid within thirty (30) days of the invoice date.
- In the event of the Customer's failure to make timely payment, KIT 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) days of the invoice due date, KIT shall be entitled to suspend provision of the services. KIT 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. KIT reserves the right to charge value added tax and other applicable taxes on the stated amounts.
- The Customer's obligation to make payment is related to current functionality existing at the time of the order. No representation by KIT regarding future functionality shall have any effect on on the Customer's obligation to make payment.
6 PREMATURE TERMINATION
- The agreement between the parties shall enter into force either upon signing an order form or in conjunction with the Customer's use of the Services, depending on which date occurs first.
- In the event a fixed term of agreement is stated in KIT'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.
- In the event the parties have not reached an agreement regarding a fixed term of agreement in an order form issued by KIT, the agreement shall apply until further notice and be subject to a mutual period of notice of termination of thirty (30) days.
- Each party shall be entitled to terminate the agreement with immediate effect upon the occurrence of any of the following:
- in the event the other party materially breaches its obligations in accordance with the General Terms and Conditions or KIT's order form and, to the extent rectification is possible, does not effect full rectification within thirty (30) days following written demand: or
- in the event the other party is placed into insolvent liquidation, is placed into liquidation, commences corporate reorganisation, suspends payments or may otherwise be deemed to be insolvent.
- Upon termination of the agreement, the Customer's right to use Story Engine and the Services shall cease.
- In conjunction with termination of the agreement, and not later than six (6) months thereafter, the Customer shall be entitled to obtain a copy of the Customer's User Content Statistics in xml/csv format. So as to avoid any misunderstanding, it is noted that the Customer shall not be entitled to any other material or other data upon termination of the agreement.
- Subject to a reservation for User Content, all content in Story Engine and/or the Services, such as texts, graphics, logotypes, icons, images, sound files, digital downloads, object codes, source codes and software shall be owned or licensed by KIT.
- Nothing in these General Terms and Conditions is to be interpreted such that KIT assigns, in whole or in part, any of KIT's tangible or intellectual property rights to the Customer.
- Nothing in these General Terms and Conditions shall be interpreted such that the Customer assigns its rights to the User Content. Except where otherwise expressly agreed between KIT and the Customer, KIT shall only be entitled to use User Content in accordance with section 2 above.
8 PERSONAL DATA
- Please refer to KIT's information regarding the processing of personal data and information regarding cookies which explains the rights of registered individuals and the basis of KIT's processing of personal data (including cookies) which are provided or gathered via the Services or KIT's website, personal data which KIT is responsible for (hereinafter the "Integrity Policy") (see gostoryengine.com/legal/integritets-policy).
- The Customer shall bear sole responsibility for obtaining necessary consents regarding all processing of personal data which takes place on behalf of the Customer including, but not limited to, User Content that the Customer has added to Story Engine, necessary consents from the Customer's employees and contractors who use Story Engine. KIT is personal data processor and the Customer is personal data controller for the processing of personal data that is done on behalf of the Customer, KIT shall be responsible for safeguarding this data in accordance with the Story Engine Standard Data Processing Agreement (”Story Engine DPA”), se www.gostoryengine.com/legal/dpa, or in accordance with another Data Processing Agreement written in writing and signed by KIT and the Customer which will then replace the Story Engine DPA..
- KIT undertakes not to disclose User Content and/or User Content Statistics to any third party. However, KIT shall be entitled to disclose User Content and/or User Content Statistics to consultants and employees engaged by KIT in order to provide the Services.
- The Customer undertakes not to disclose the contents of the General Terms and Conditions, the content of KIT's order confirmation or other material or information obtained by the Customer from KIT.
- The confidentiality undertaking in this section 9 shall not apply in respect of 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) which the recipient has legitimately and without limitation on the right to disclose the same obtains from a third party or (iii) which is to be published according to law or by decision by an authorised governmental authority or court of law.
- So as to avoid any misunderstanding, it is noted that this section 9 shall not limit KIT'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.
10 ACCESSIBILITY AND LIMITATION OF LIABILITY
- Please visit https://ksesupport. zendesk.com/hc/sv for instruction materials and a FAQ in respect of the use of Story Engine and the Services. You are also invited to contact KIT's customer service at firstname.lastname@example.org.
- The goal is that Story Engine and/or the Services will be available at all times and that faults and deficiencies will be rectified without undue delay. KIT will make every commercially reasonable effort to ensure that the Services (or part thereof) may be provided without interruption, disruption, delay or other type of fault.
- It is KIT's goal to respond within 48 hours to support matters received on regular workdays between 9 and 5.
- Unless otherwise agreed between the parties, KIT offers the following service levels for Story Engine: Critical faults 48 hours. Non-critical faults 72 hours. Faults and incidents are classified by KIT on the basis of the assessed effect of the fault or incident on Story Engine's functionality. The times set forth above pertain to the time at which the fault or matter was reported in accordance with KIT's instructions until such time as troubleshooting has commenced.
- In the event KIT has not fulfilled the service levels in this section, the Customer shall be entitled to a deduction from the Licence Fee for the month during which the service level was not fulfilled, whereupon the Licence Fee for the relevant calendar month shall be reduced in proportion to the time the Customer could not use Story Engine. The maximum price deduction pursuant to this section 10.5 shall be thirty per cent (30%) of the Licence Fee which would have been paid for the relevant month.
- The Customer is aware that certain functionality in Story Engine 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 films 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 Story Engine may be temporarily or permanently discontinued due to operational disruptions, outages, faults or measures relating to such third-party providers.
- The Customer is aware and accepts that Story Engine 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. KIT shall be responsible for giving reasonable advance notice prior to planned operational downtime.
- The Customer shall be responsible for communications between the Customer and Story Engine and/or the Services and ensuring that the Customer possesses the equipment and software necessary in order to obtain access to and use Story Engine and/or the Services. The Customer shall also be responsible for faults and/or deficiencies in the Customer's own software and hardware.
- Other than when damage is caused intentionally or as a consequence of gross negligence, neither KIT nor any of KIT's licensors, sub-contractors, corporate management, consultants or employees shall be liable under any circumstances or for any reason for the Customer's direct and/or indirect losses (including, but not limited to, the costs relating to operational outages, loss of data, loss of revenues or duty to pay compensation to third parties), whether foreseeable or not.
- KIT's aggregate and total liability in respect of one or more events (irrespective of whether these are related to one another) shall in no case exceed the amount paid for Story Engine and the Services pursuant to the order form relevant to the provision of the Services.
- This section 10 states KIT's total and complete liability for faults and deficiencies in the Services.
- The Customer is aware that Story Engine and/or the Services may only be used for lawful purposes and warrants that all use of Story Engine and/or the Services will be compatible with laws applicable from time to time. The Customer shall hold KIT harmless in respect of all claims brought by third parties against KIT as a consequence of the Customer's use of Story Engine in violation of this provision or applicable legislation including, but not limited to, claims regarding breaches of applicable personal data legislation.
- Story Engine and/or the Services may contain links or references to websites, products and/or software provided by third parties. KIT has no particular knowledge regarding the information provided on such other websites or by any such third party, and does not endorse the companies or products to which the links refer. KIT assumes no responsibility for the content, terms and conditions or policies provided by third parties. In the event the Customer and/or any of the Customer's users choose to follow a link or reference, they do so at their own risk. KIT reserves the right to at any time block links or linking programs.
- KIT reserves the right to at any time change its prices for the Services. In the event the parties have reached an agreement regarding a fixed price for the services during a certain term of agreement, KIT shall notify the Customer regarding the price changes not later than sixty (60) days prior to the entry into force of the price changes, whereupon the price changes shall enter into force upon the expiry of the fixed term of agreement which ends following expiry of the sixty-day period.
- KIT reserves the right to at any time amend the General Terms and Conditions. Amendments to the General Terms and Conditions shall be notified to the Customer in advance and shall enter into force when the Customer has accepted the new or amended terms and conditions. In the event the Customer does not accept the new or amended terms and conditions, the Customer shall not be entitled to use Story Engine or the Services.
- With the exception of User Content, KIT reserves the right to at any time, without prior notice, change and update the content of Story Engine. KIT assumes no responsibility for any consequences of such changes and/or updates. By continuing to use Story Engine or the Services following entry into force of any changes, the Customer shall be deemed to have accepted the changes and updates.
- KIT does not warrant that previous versions of the General Terms and Conditions will be archived and made available to the Customer. Accordingly, the Customer is encouraged to print and save the General Terms and Conditions.
14 FORCE MAJEURE
- A failure or delay by KIT in the provision of its services and undertakings shall not be deemed to constitute a breach of KIT'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 governmental courts of law, delays or disruptions in Internet traffic and/or telecommunications, a failure by an outside party or any other reason beyond KIT's reasonable control. KIT shall have no liability for the consequences of such force majeure events.
15 INVALIDITY OF A TERM
- In the event any provision of the General Terms and Conditions or part thereof is deemed to be invalid, such invalidity shall not entail the invalidity of the General Terms and Conditions as a whole. Instead, a reasonable adjustment of the General Terms and Conditions shall be made.
16 APPLICABLE LAW AND DISPUTES
- Swedish law, with the exception of its rules regarding choice of law, shall be applicable to these General Terms and Conditions.
- Disputes arising as a consequence of these General Terms and Conditions shall be conclusively resolved by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (hereinafter the "SCC").
- The Rules for Expedited Arbitrations 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.
- 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 best manner possible as a consequence of the dispute or where such obligation is a consequence of compulsory law.
17 GOVERNING LANGUAGE
- The official text of these General Terms and Conditions shall be the Swedish language, and any interpretation or construction of these General Terms and Conditions shall be based thereon. In the event these General Terms and Conditions or any documents or notices relating to them are translated into another language, the Swedish-language version shall be controlling in the event of discrepancy between the two.