Storied Cloud Publishing System

Terms of Use

Last updated: October 15, 2017

Welcome to the Storied Cloud Publishing System (the “Platform”), operated by Subatomic Systems, Inc., a Delaware corporation (“Storied”, "we" or "us"). The terms and conditions set out below (the "Terms of Use") govern your use of the Platform. Please read these Terms of Use carefully. By using the Platform, you acknowledge that you have read, understand and agree to be legally bound by these Terms of Use. If you do not agree to be legally bound by these Terms of Use, you are not permitted to use the Platform. If you are entering into these Terms of Use on behalf of a company or organization, you warrant and represent that you are authorized to enter into contracts on behalf of such company or organization.

We reserve the right to update or modify these Terms of Use from time to time. When we make changes to these Terms of Use, we will revise the “Last updated” date at the top of these Terms of Use. If there are material changes to these Terms of Use, we will notify you of any such modifications by e-mail. We encourage you to periodically review these Terms of Use. Your continued use of the Platform after any updates or modification to these Terms of Use shall indicate your agreement with the revised Terms of Use.

In addition to these Terms of Use, your use of the Platform is governed by our Privacy Policy which is hereby incorporated by reference. You agree to the collection, use and sharing of your information by us as described in our Privacy Policy.

1. The Platform

The Platform includes our Storied Studio, Storied Marketplace, Storied Analytics and Storied Data, together which allow you to, among other things (i) create and publish interactive content experiences including magazines, brochures, catalogues and more (the “Experiences”); (ii) create pages that aggregate and present the Experiences alongside feeds of content including social media posts (“Content Hubs”); (iii) integrate commerce functionality within the Experiences; (iv) use analytical tools to measure engagement within the Experiences and Content Hubs.

2. Registration and Use of the Platform

a. Your initial subscription to the Platform is provided as a free trial that will last for a period of thirty (30) days from your initial access to and use of the Platform (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 Platform is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate your use of the Platform 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 Platform. 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 Platform 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 Platform, you must create an account for your company (the “Company Account”). Prior to accessing and using the Platform 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 Platform 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”).

c. Each Authorized User must select a username and password (“Access Credentials”) that he/she will be required to use to access the Platform. Each Authorized User is solely responsible for the confidentiality of his/her Access Credentials. Access Credentials can only be used by the Authorized User to whom they are assigned, and Authorized Users shall not share their Access Credentials with any third party (including, without limitation, any employee or contractor of yours who is not an Authorized User). We reserve the right to delete or change any Access Credentials at any time and for any reason. You are responsible for all use of the Platform made using any of your Authorized User’s Access Credentials. You will ensure that all Authorized Users are made aware of and comply with these Terms of Use, and you will be responsible for any breach of these Terms of Use by any Authorized User.

3. Your Responsibilities

a. To realize the full value of the Platform, your participation and effort are needed. Resources that are typically required from you include a Designer, a Project or Campaign Manager and sometimes a Technical Manager. Responsibilities that are typically required include planning of marketing programs; setting of a content creation calendar; providing top level internal goals for the use of the Platform; and where applicable, using the Marketplace to create product offers in the Experiences.

b. In addition, by using the Platform, you agree that: 1. 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. 2. 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"). 3. 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. 4. 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. 5. You will notify us immediately of any breach of security or unauthorized use of your Company Account or any Access Credentials. 6. You will not use the Platform for any illegal or unauthorized purpose. 7. You will not attempt to hack, destabilize or adapt the Platform or its source code. 8. You will not transmit worms, viruses or any code of a destructive nature to the Platform or its users. 9. 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 Platform.

4. Platform Availability and Support

a. We use commercially reasonable efforts to make the Platform 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 Platform beyond the Trial Period, you will be required to select a Paid Subscription package, the pricing of which will be based on the Platform 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 Platform, 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.

e. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in these Terms of Use. In the event that payment is not made in accordance with these Terms of Use, you will remain liable to make payment but we reserve the right to terminate or restrict your access to and use of the Platform until payment is made.

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 Platform.

6. Term and Termination

a. The initial Paid Subscription term will be selected by you when you create or update your Company Account (the “Initial Paid Subscription Term”). The Initial Paid Subscription Term will automatically renew for consecutive twelve (12) month terms (each, a “Renewal Paid Subscription Term” and, together with the Initial Paid Subscription Term, the “Paid Subscription Term”), unless one of us gives the other written notice that it does not intend to renew the Paid Subscription at least thirty (30) days before the end of the Initial Paid Subscription Term or any Renewal Paid Subscription Term. Should you decide not to renew your Initial Paid Subscription Term or any Renewal Paid Subscription Term, you agree to send the notice of non-renewal by email to billing@storied.co. Your Paid Subscription cannot be cancelled except as expressly permitted in these Terms of Use. We reserve the right to increase our fees with effect at the beginning of each Renewal Paid Subscription Term; provided, however, we will give you notice of such increase at least sixty (60) days before the end of the applicable term.

b. Either party may terminate these Terms of Use in the event of a breach of these Terms of Use which is not cured within thirty (30) days of the non-breaching party’s written notice to the other party.

c. We may suspend any Authorized User’s access to the Platform for: (i) use of the Platform 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 Platform 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 Platform 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 Platform: (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 Platform 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 Platform. We will try to limit the suspension to the affected portion of the Platform and promptly resolve the issues causing the suspension of the Platform.

f. Upon termination or expiration of these Terms of Use, you will stop all use of the Platform. If you properly terminate for breach, as set forth above, we will promptly refund any prepaid but unused fees covering use of the Platform after termination. If we terminate for breach, you will promptly pay all unpaid fees due through the end of the Paid Subscription Term. Fees are otherwise non-refundable.

7. Storied Intellectual Property

The Platform, together with all related software, and all text, graphics, images, and other material provided by or on behalf of us, and all intellectual property rights relating to the foregoing (collectively referred to as the “Storied IP”) is owned by us or our licensors, and is protected under both United States and foreign laws. The Storied IP may include our trademarks, service marks, and logos, which are registered and/or unregistered trademarks or service marks of ours. As between you and us, we retain all right, title and interest in and to all Storied IP. You are granted a non-exclusive, non-transferable, limited right, during the Paid Subscription Term, to access and use the Platform in accordance with these Terms of Use; except for this limited right, you are not granted any rights in or to any Storied IP.

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 the Platform and host the Experiences.

b. In addition, we may monitor use of the Platform 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

a. Users who interact with an Experience (the “End Users”) will be subject to your privacy policy and website terms of use.

b. You own the data relating to any End User’s interaction with an Experience (the “End User Data”); however, you agree that we will have use of the End User Data for the following limited purposes:

1. Aggregating, in an anonymized way that does not identify any End User, the End User Data with the data of other users who interact with your Experiences and the Experiences of other publishers using our Platform (“Aggregate Data”), and using such Aggregate Data for our own business purposes, including sharing Aggregate Data with third parties;

2. Presenting to those End Users who: i) elect to follow you by receiving notification via email from us that the applicable publisher has published a new Experience (“Follow”); or ii) otherwise participate in an offering you create in an Experience that requires use of our identity management services, the ability to “Sign in” to an Experience and the ability to create and manage a password-restricted End User account at our website (“End User Account”);

3. The End User Account will include: i) a list of those publishers using our Platform that an End User has selected to Follow and iii) for End Users that opt-in to receiving such information, making personalized recommendations for Experiences (published by you or other publishers of the Platform as determined by us) that might be of interest to such End Users.

4. End Users who elect to create an End User account will also be subject to our Privacy Policy and End User Terms of Use. Our End User Terms of Use will state, among other things, that by electing to Follow you (or participating in any offerings you create in an Experience that require use of our identity management services on your behalf), that: i) you will also receive the End User’s name and email address; ii) information regarding the End User’s election to opt-in or opt-out of receiving any marketing information from you; and iii) that your use of the End User’s name and email address will be subject to the terms of your privacy policy.

5. If you elect to use Storied Marketplace to create product offers for sale in the Experiences you create using the Platform, then the Storied Marketplace Terms shall also apply.

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.

11. Publicity

You grant us the right to add your name and company logo to our customer list and website.

12. Indemnification

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 Platform 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 Platform 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 Platform is enjoined, we will in our discretion and at no cost to you (i) modify the Platform 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 Platform in accordance with this Agreement, or (iii) terminate your Paid Subscription for the Platform 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.

b. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought any Storied Party by a third party to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Platform by you, any Authorized User, or any individual using any of your Authorized Users’ Access Credentials; (b) your noncompliance with or breach of these Terms of Use, (c) Your Content, or (d) your negligence or willful misconduct. We will (i) notify you in writing within thirty (30) days of our becoming aware of any Action; (ii) give you sole control of the defense or settlement of such Action; and (iii) provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the Action. You shall not, without our prior written consent, accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us.

13. Disclaimers; Limitations of Liability

YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM 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 PLATFORM 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 PLATFORM. YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM.

IN NO EVENT WILL ANY STORIED PARTY BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF SUCH STORIED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE STORIED PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATLEY PRECEDING THE CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE STORIED PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

14. External Sites

The Platform may contain links to third-party websites (“External Sites”), but we do not endorse and we are not responsible for the content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

15. Miscellaneous

In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section and the sections entitled “Storied Intellectual Property,” “Unsolicited Information,” “Disclaimers; Limitations of Liability,” and “Indemnification” shall survive the expiration or earlier termination of these Terms of Use. You may not assign these Terms of Use. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Use. These Terms of Use shall be governed by and construed in accordance with the laws of the State of California. Except for proceedings commenced by us to protect our intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in San Francisco, California. These Terms of Use, together with any Order Form which may be signed between the parties, contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.