Last modified: 01.03.2021
Thank you for using the StorifyMe Services (as defined below), a cloud-based content management services platform that allows users to manage content. Before reading this StorifyMe Terms of Service (this “Agreement” or these “Terms”), we strongly encourage you to read the FAQ located at https://www.storifyme.com/legal/faq/ to familiarize yourself with the StorifyMe Services.
To be eligible to register for a StorifyMe account and use StorifyMe’s Services, you must review and accept the terms of this Agreement by clicking on the “Signup” button or other mechanism provided. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE STORIFYME SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH THE STORIFYME ENTITY INDICATED BELOW (“STORIFYME”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE THE STORIFYME SERVICES.
In this Agreement, “you,” “your” and “Customer” will refer to you as the end user of the StorifyMe Services. However, if you are registering for a StorifyMe account or using the StorifyMe Services on behalf of an entity or other organization that is the end user of the StorifyMe Services, then you are agreeing to these Terms for that entity or organization and representing to StorifyMe that you have the authority to bind such entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Customer” will refer to that entity or organization). The exception to this is if that entity or organization that is the end user has a separate contract with StorifyMe covering one or more accounts and use of the StorifyMe Services, in which case that contract will govern the StorifyMe Services with respect to those accounts only.
“StorifyMe” in these Terms is defined as StorifyMe GmbH of Blutenburgstraße 68, 80636 Munich, Germany
STORIFYME DOES NOT PROVIDE WARRANTIES OR INDEMNITIES FOR THE STORIFYME SERVICES, AND THESE TERMS LIMIT STORIFYME’S LIABILITY TO YOU.
1.1 The following terms, when used in this Agreement will have the following meanings:
“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“StorifyMe Services” means the SaaS-based content management and publication services, programs, functions and platform provided by StorifyMe to you (including the StorifyMe APIs, Documentation and technical support that may be made available by StorifyMe to you in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by StorifyMe.
“Customer Content” means the content managed by Customer in the StorifyMe Services.
“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by StorifyMe for the StorifyMe Services.
2.1 These Terms. StorifyMe may revise these Terms from time to time if technical, economic or legal conditions change. If StorifyMe does revise these Terms, the revised Terms will supersede prior versions. Unless StorifyMe says otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. StorifyMe will provide you advance notice of any material revisions and grant you a four-week right to object. This notice will be provided via the account portal and/or via an email to the email address StorifyMe has on file. For other revisions, StorifyMe will update the effective date of these Terms at the top of the page. StorifyMe encourages you to check the effective date of these Terms whenever you visit StorifyMe’s website or account portal. Your continued access or use of the StorifyMe Services constitutes your acceptance of any revisions. If you object to the changes in due form and time, the Terms remain unchanged. StorifyMe then has the right to terminate the Agreement with a notice period of four weeks, if it is not reasonable for StorifyMe to adhere to the old Terms..
2.2 StorifyMe Services. You acknowledge that StorifyMe may change, deprecate or republish StorifyMe APIs for anyStorifyMe Services or feature of the StorifyMe Services from time to time, and that it is your responsibility to ensure that calls or requests you makes to the StorifyMe Services are compatible with then-current StorifyMe APIs for the StorifyMe Services. Although StorifyMe endeavors to avoid changes to the StorifyMe APIs or StorifyMe Services that are not backwards compatible, if any such changes become necessary StorifyMe will endeavor to notify you at least thirty (30) days prior to StorifyMe’s implementation of any such incompatible changes to the StorifyMe Service of which it becomes aware.
3.1 Provision of Services. Subject to the terms and conditions of this Agreement and the StorifyMe Acceptable Use Policy (available at https://www.storifyme.com/legal/acceptable-use-policy/ (the “AUP”), StorifyMe will use commercially reasonable efforts to make the StorifyMe Services available to you pursuant to this Agreement, and hereby grants you a non-exclusive right to access and use the StorifyMe Services.
3.2 Restrictions. The rights granted herein are subject to the following restrictions (the “License Restrictions”):
3.3 Account Registration; Other Customer Responsibilities.
4.1 Fees. You agree to pay the subscription fees, additional usage fees and other fees set forth in StorifyMe’s standard schedule of fees, as may be updated from time to time, or any other order forms for the StorifyMe Services ordered by you and accepted in writing by StorifyMe. Fees are quoted and payable in either United States Dollars or Euros depending on your location and payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
4.2 Payment. Subject to certain credit requirements as determined by StorifyMe, StorifyMe may let you pay amounts due under these Terms in arrears. If StorifyMe lets you do that, you will make all of the payments due hereunder within thirty (30) days of the date of the invoice. Subject to the fee dispute resolution procedures below, if you are overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then StorifyMe may assess and you must pay a late fee and/or suspend your account until you pay the amount you are overdue plus the late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less.
4.3 Fee Disputes. You must notify StorifyMe in writing if you dispute any portion of any fees paid or payable by you under this Agreement. You must provide that written notice to StorifyMe within sixty (60) days of the applicable charge and StorifyMe will work together with you to resolve the applicable dispute promptly. If you do not provide StorifyMe with this written notice of your fee dispute within this 60 day period, you will not be entitled to dispute any fees paid or payable by you.
4.4 Suspension. If your use of the StorifyMe Services exceeds the amounts prepaid by you or if you fail to pay any amounts due by you, StorifyMe may suspend your account without prior notice to you. StorifyMe will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any suspension of your account pursuant to this section.
4.5 Net of Taxes. All fees are exclusive of any applicable use, sales, value added, excise and other similar taxes and government charges (collectively, “Taxes”). Taxes do not include any taxes on the net income of StorifyMe or any of its affiliates. Unless you qualify for a jurisdictional value added/sales/use excise or similar tax exemption and provide StorifyMe with all necessary documentation StorifyMe may require (for example a valid certificate of Direct Pay Permit), and provided that StorifyMe separately states any such taxes on the applicable invoice you will not withhold any Taxes from any amounts due to StorifyMe, except to the extent required under mandatory local law. In the event you are thusly obliged to withhold taxes, you will inform StorifyMe accordingly in writing as soon as the obligation to withhold taxes becomes known, and will assist StorifyMe at no charge in obtaining any mitigations, exemptions and/or refunds as may be available under any applicable law, including any double taxation treaties. In particular, you will provide StorifyMe, at no charge and in a timely manner, with any and all information, document or confirmation required for StorifyMe to avail itself of any exemptions, mitigations or reductions of any such withholding tax under any applicable law, including any double taxation treaties.
5.1 StorifyMe’s Ownership Rights. As between the parties, StorifyMe exclusively owns all right, title and interest in and to the StorifyMe Services. Except for the express rights granted hereunder, StorifyMe reserves all rights, title and interests in and to the StorifyMe Services and StorifyMe’s Confidential Information.
5.2 Feedback. Customer may from time to time provide StorifyMe suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the StorifyMe Services. StorifyMe will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. StorifyMe will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
5.3 Customer Content. As between the parties, the Customer Content and Customer Applications will be owned by you (or, if Customer is an agency, Customer’s client(s)). You hereby grant to StorifyMe a non-exclusive, worldwide license to copy, distribute and use Customer Content only in connection with providing the StorifyMe Services.
5.4 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
5.5 Aggregated Information. Notwithstanding anything to the contrary, StorifyMe shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the StorifyMe Services and shall be free (during and after the term hereof) to (a) use such data and other information to develop and improve the StorifyMe Services and other StorifyMe offerings, and (b) disclose such data and other information solely in an aggregated and anonymized format that does not identify you or any individual.
5.6 Personal Data. Processing of personal data, if any, by StorifyMe for Customer is subject to the StorifyMe Data Processing Addendum available at: https://www.storifyme.com/legal/data-processing-addendum which is hereby incorporated into these Terms.
6.1 Customer. You warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Applications and Customer Content in connection with the StorifyMe Services as contemplated herein. Without limiting the foregoing, if Customer is an agency, it warrants that it has been granted the necessary rights from its client(s) to use the StorifyMe Services and Customer Content related to such client(s) on such client(s)’ behalf.
6.2 DISCLAIMER. THE STORIFYME SERVICES AND ANY BETA SERVICES (AS DEFINED BELOW) ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. STORIFYME HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE STORIFYME SERVICES AND BETA SERVICES. WITHOUT LIMITING THE FOREGOING, STORIFYME DOES NOT WARRANT THAT THE STORIFYME SERVICES OR BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
6.3 BETA SERVICES. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH STORIFYME (E.G. SO CALLED EARLY ACCESS PROGRAM) WHERE YOU GET EARLY ACCESS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY STORIFYME. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE, ARE PROVIDED “AS IS”, AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. YOU OR STORIFYME MAY TERMINATE YOUR ACCESS TO THE BETA SERVICES AT ANY TIME.
You will defend, indemnify and hold StorifyMe and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, governmental investigation or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with the provision of any Customer Application (“Claim”). StorifyMe and its affiliates will cooperate as fully as reasonably required in the defense of any Claim, at your expense. StorifyMe reserves the right, at your expense, to retain separate counsel for themselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section. You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against StorifyMe in connection with any Claim. You will also be liable to StorifyMe for any costs and attorneys’ fees StorifyMe incurs to successfully establish or enforce StorifyMe’s right to indemnification under this Section.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL STORIFYME BE LIABLE TO YOU FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF STORIFYME HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR (II) DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
9.1 Term. The term of this Agreement will commence on the date these Terms are accepted by you and continue until your account is terminated as set forth below.
9.2 Termination and Suspension. You may terminate your account at any time through the account management tools made available through the StorifyMe Services. StorifyMe may terminate or suspend your account in the event you commit any material breach of any provision of these Terms and fail to fix that breach within five (5) days after written notice of that breach. StorifyMe may also terminate or suspend your account immediately for cause if: (a) you violate (or give StorifyMe reason to believe you have violated) the AUP; (b) there is reason to believe the traffic created from your use of the StorifyMe Services or your use of the StorifyMe Services is fraudulent or negatively impacting the operating capability of StorifyMe Services; (c) StorifyMe determines, in its sole discretion, that providing the StorifyMe Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the StorifyMe Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If StorifyMe suspends your account, StorifyMe will make a reasonable attempt to notify you. Note that no refund will be provided in the event of any suspension or termination of your account.
9.3 Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.
10.1 Export Controls. The StorifyMe Services, including any software StorifyMe may provide in connection with the StorifyMe Services, may be subject to applicable export control laws and economic sanctions regulations. In receiving this software or the StorifyMe Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to this software and the StorifyMe Services, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or other aspects of the StorifyMe Services. These laws include restrictions on destinations, users and end use. Without limitation, you may not transfer any such software or other aspect of the StorifyMe Service without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List). You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of StorifyMe’s software and the StorifyMe Service if you become placed on any such list or under the control of or an agent for any entity placed on such a list.
10.2 Publicity. You agree that StorifyMe may refer to your name and trademarks in StorifyMe’s marketing materials and website; however, StorifyMe will not use your name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without your prior written consent (which may be by email).
10.3 Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement, and StorifyMe may assign or transfer this Agreement to an affiliate. In addition, you agree that StorifyMe may have any of its obligations performed through an affiliate of StorifyMe, provided that StorifyMe will remain responsible for its obligations hereunder and will be liable for such affiliate’s performance as if it were StorifyMe. StorifyMe may assign receivables under this Agreement for purposes of debt collection and financing arrangements. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
10.4 Waiver. No waiver of any rights hereunder will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
10.5 Amendment. StorifyMe may amend or modify this Agreement from time to time, in which case the new Agreement will supersede prior versions. StorifyMe will notify you via e-mail or an in-app notification not less than 30 days prior to the effective date of any such amendment or modification and will inform you about the intended amendments or modifications. If you do not object to the amendment or modification within 30 days from the sending of such notice, such non-objection may be relied upon by StorifyMe as your consent to such amendment. StorifyMe will inform you about its right to object and the consequences of non-objection in such notice. If you object to such amendment, you must do so in writing by written notice to StorifyMe delivered within such 30-day notice period, in which case StorifyMe may elect by written notice (which may be sent by email) to either (a) consider the amendment request rejected and have this Agreement continue without such amendment or (b) terminate this Agreement immediately. Subject to the foregoing, no amendment or modification to this Agreement will be effective unless assented to in writing by both parties.
10.6 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
10.7 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
10.8 Issue Resolution and Governing Law. If you have any issues with the StorifyMe Services or StorifyMe, you must try to resolve the issue first through StorifyMe customer support. This Agreement shall be governed by and construed in accordance with German law., exclusive of its rules governing choice of law and conflict of laws, and all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Germany, and the parties hereby consent to the personal jurisdiction of these courts. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
10.9 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to you must be sent to your email or other address as set forth in your account information. Notices to StorifyMe must be sent to the following address:
10.10 Entire Agreement. This Agreement comprises the entire agreement between you and StorifyMe with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by StorifyMe, its agents or employees will create a warranty.
10.11 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
10.12 Government Terms. StorifyMe provides the StorifyMe Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If you (or any of your customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the StorifyMe Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The StorifyMe Services were developed fully at private expense.
10.13 Interpretation. For purposes hereof, “including” means “including without limitation”.
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