Storied Cloud Publishing System
Last updated: May 15, 2020
You many not use the Service if you are a direct competitor or otherwise access the Service for purposes of monitoring the Service's functionality or for any other benchmarking or competitive purposes.
1. The Service
The Service includes Storied Studio, Storied Analytics and Storied Data, and different account types including Storied Sites, Storied Ads, Storied Documents and Storied Embeds. Depending on the account type you are utilizing, you will be able to to, among other things (i) create and manage the distribution of interactive content experiences including presentations, ads, web sites, micro sites, interactive magazines, and more (the “Experiences”); (ii) create pages that aggregate and present the Experiences (“Content Hubs”); and (iii) use analytical tools to measure engagement within the Experiences and Content Hubs.
2. Registration and Use of the Service
a. Your initial access to the Service may be provided as an evaluation period (the “Trial Period”). Upon expiration of the Trial Period, you will have the option of continuing with a paid subscription (the “Paid Subscription”), subject to payment of the applicable fees described below. During the Trial Period, (i) the Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate your use of the Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Service. Unless you elect to continue on with a Paid Subscription before the end of the Trial Period, all of Your Content and all other data relating to your use of the Service will be permanently deleted at the end of the Trial Period, and we will not be required to recover it.
b. Prior to accessing and using the Service, you will need an account for your company (the “Company Account”). Prior to accessing and using the Service as part of a Paid Subscription Term, you will need to sign a Storied Order Form through which you will select (i) the total number of your employees and/or contractors who are authorized to use the Service on your behalf (each, an “Authorized User”); and (ii) the total number of times an Experience may be viewed within a desktop or mobile browser, as well as within an embedded website, social site or native app, each month (the “Monthly Opens”).
3. Your Responsibilities
By using the Service, you agree to the following:
a. You will use it solely for the purpose of producing and hosting Experiences, and in accordance with all limitations and requirements selected during the creation of your Company Account.
b. You will be solely responsible for all activity associated with your Company Account, including, without limitation any data, text, links, video files, photos, or any other content made available through your Company Account (collectively, "Your Content").
c. You represent and warrant that all of Your Content is your wholly original material (except for material that you are using with the permission of its owner), and does not infringe any copyright, trademark or other rights of any third party including without limitation any rights of privacy or publicity.
d. You will be solely responsible for keeping a duplicate copy of all of Your Content; we do not accept any responsibility or liability for the loss of Your Content.
e. You will notify us immediately of any breach of security or unauthorized use of your Company Account or any Access Credentials.
f. You will not use the Service for any illegal or unauthorized purpose.
g. You will not attempt to hack, destabilize or adapt the Service or its source code.
h. You will not transmit worms, viruses or any code of a destructive nature to the Service or its users.
i. You will not, without our prior express written permission, use any high volume automated means (including but not limited to robots, spiders and scripts) to access the Service.
j. You will use the Services only in accordance with all applicable Laws, including but not limited to, the California Consumer Privacy Act, CAN-SPAM Act of 2003, the Personal Information Protection and Electronic Documents Act, Canada’s Anti-Spam Law, and the European Union General Data Protection Regulation 2016/679 (“GDPR”). For the avoidance of doubt, this means that You are the "Data Controller" and Storied is the "Data Processor" with respect to all "Personal Data" of residents of the European Union who are Your customers that are introduced to the Service as a result of Your use, and that You (and not Storied) are responsible for meeting all of the obligations of Data Controllers regarding the collection and use of such Personal Data. Without limiting the generality of the foregoing, You understand and acknowledge that: (i) Storied has no obligation to review Your content or Your Data; (ii) all email recipient addresses supplied for use in connection with the Services are supplied solely by You and Storied has no obligation to “scrub” any message recipient list; and (iii) You are solely responsible for the creation, initiation, and sending of messages via the Services, including, but not limited to, the content, recipients, and timing of such messages, including any notifications or requests for acknowledgement or agreement arising from laws requiring websites to get consent from visitors to store or retrieve any information on a computer, smartphone or tablet.
k. You will not: (i) make the Services available to any third party other than designated Users; (ii) make the Services available to Your Affiliates without the express prior written consent of Storied; (iii) sell, resell, rent, lease, modify, translate, or create derivative works of the Services; (iv) decompile, reverse engineer, or reverse assemble any portion of the Services, or attempt to discover any source code or underlying ideas or algorithms of the Services; (v) access the Services in order to build a competitive product or service, or copy any features, functions, or graphics of the Services; (vi) use the Services to store or transmit material in violation of third-party privacy rights; (vii) transmit unsolicited commercial or non-commercial email via the Services; (viii) use the Services to store or transmit Malicious Code; (ix) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (x) attempt to gain unauthorized access to the Services or their related systems or networks; or (xi) remove or alter any trademark, logo, copyright, or other proprietary notices associated with the Services or Documentation. The Documentation may include additional restrictions to or limitations on the use of the Services, and You agree to comply with any such restrictions or limitations. Storied reserves the right, without limiting any other right or remedy available at law, in equity, or under this Agreement, to immediately suspend Your access to and use of the Services if Storied determines, in its reasonable discretion, that You are violating (or have violated) any of the provisions set forth in this Section (each a “Restriction Violation”). Storied shall provide notice of such suspension to You (via the Services or otherwise) and, where practicable, the parties shall thereafter work together in good faith to resolve such Restriction Violation. In the event the Restriction Violation cannot be cured within a reasonable period of time after Storied's notification, Storied reserves the right to immediately terminate this Agreement and any Order Forms then in effect.
4. Service Availability and Support
a. We use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for downtime for scheduled or emergency maintenance. We strive to achieve no less than 99.5% uptime for all Experiences, although there is always the possibility of something happening outside our control, so we do not guarantee this.
b. Support is included in your Paid Subscription. The level of support is selected by you when you create or update your Company Account. We do not provide any support during any Trial Period.
5. Fees and Payment
a. Should you choose to continue using the Service beyond the Trial Period, you will be required to select a Paid Subscription package, the pricing of which will be based on the Service features that you elect to use, the total number Authorized Users, and the total number of Monthly Opens you select.
b. Paid Subscriptions can be selected via an order form, including any addenda (“Order Form”), which are mutually executed by the Parties. If we agree to provide any custom services not included as part of our standard offerings, then the parties will sign an additional Order Form which specifies the scope and schedule of any custom services which we agree to provide for you (“SOW”).
c. If you (i) exceed your total number of Authorized Users or Monthly Opens or any other applicable limits; or (ii) subscribe to additional features of the Service, you will be required to pay additional fees. We will not charge additional fees without sending you advance notice. To avoid additional fees, you should purchase the appropriate tier of Paid Subscription for your anticipated needs. We will monitor or audit remotely your total numbers of Monthly Opens and Authorized Users. This information is also accessible to you in the Storied Analytics view for your Company Account.
d. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Paid Subscription Term and each Renewal Paid Subscription Term, as well as any additional fees due to excess use and/or increases in our fees in accordance with the immediately preceding paragraph. You further authorize us to use a third party payment processor to process payments, and consent to the disclosure of your payment information to such third party. For payment of Fees by any method other than credit card (for example, check, wire transfer, or ACH), beginning on the start date set forth in an Order Form, Storied shall invoice You for Fees in accordance with the payment frequency stated in the applicable Order Form. You shall pay Fees in accordance with the Order Form. Unless otherwise stated in the applicable Order Form, all payments for which invoices are delivered are due within thirty (30) days after the date of the invoice.
f. All fees are exclusive of any applicable sales taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service.
6. Term and Termination
c. We may suspend any Authorized User’s access to the Service for: (i) use of the Service in a way that violates applicable laws and regulations or the terms of this Agreement, or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
d. We may suspend your access to all or any part of the Service if you fail to make timely payment of any fees and such failure is not cured within ten (10) days from our notice to you thereof. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
e. If your website on, or use of, the Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Service. We will try to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service.
g. Except as otherwise provided in Section 2 a. with respect to Your Content following the termination of a Trial Period, for a period of sixty (60) days following termination or expiration of this Agreement, You may retrieve Your Content from the Service. Any additional post-termination assistance from Storied is subject to the mutual agreement of the parties, including Your acceptance of any reasonable fees and terms Storied specifies for such assistance. Except as otherwise provided in Section 2 a. with respect to Your Content following the termination of an Trial Period, after sixty (60) days following termination or expiration of this Agreement, Storied may delete or erase any and all of Your Content; provided, however, that upon receipt of Your written request that Storied delete or erase Your Content, Storied will take steps to promptly do so. Except as provided in Section 2 a. or this Section 6, Storied shall have no obligation to continue to store or permit You to retrieve any of Your Data following termination of this Agreement.
7. Storied Intellectual Property
8. License to Your Content
a. As between you and us, you retain all right, title and interest in and to Your Content. However, during the term of the contract you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sub-licensable, transferable license to use Your Content as reasonably necessary for us to provide you with the Service and host the Experiences.
b. In addition, we may monitor use of the Service by all of our customers and use the data gathered in an aggregate and anonymous way. You agree that we may use and publish such information, provided that such information does not incorporate any of Your Content and/or identify you.
9. End User Data
10. Unsolicited Information
By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.
You grant us the right to add your name and company logo to our customer list and website.
a. We shall defend you from and against any claim, demand, suit or proceeding made or brought against you by a third party alleging (i) that the use of the Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights or violates applicable law; or (ii) damages arising from or in connection with a breach by us of applicable law, and will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a claim against you, provided you (a) promptly gives us written notice of the claim, (b) gives us sole control of the defense and settlement of the claim (except that we may not settle any such claim unless it unconditionally releases you of all liability), and (c) give us all reasonable assistance, at our cost for your out-of-pocket expenses. If any element of the Service is found or, in our reasonable opinion is likely to be found, to infringe upon the copyright, patent or other intellectual property rights of any third party or the continued use of the Service is enjoined, we will in our discretion and at no cost to you (i) modify the Service so that it no longer infringes or misappropriates, without breaching our warranties under this Agreement, (ii) obtain a license for your continued use of the Service in accordance with this Agreement, or (iii) terminate your Paid Subscription for the Service upon 30 days written notice and refund you any prepaid fees covering the remainder of the term of the terminated Paid Subscription. The above defense and indemnification obligations do not apply to the extent a claim against you arises from your violation of the law or breach of this Agreement.
13. Disclaimers; Limitations of Liability
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE AND ALL OTHER STORIED IP IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF STORIED, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “STORIED PARTIES”) WARRANT THAT THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE STORIED PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICE. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICEIS TO STOP USING THE SERVICE.
14. External Sites