1. Preamble and Applicability

These General Terms and Conditions (“Terms”, “GTC”) govern the relationship between the Storyblok GmbH (“Storyblok”, “us”, “we” or “our”), Peter-Behrens-Platz 2, 4020 Linz, registered at Landesgericht Linz as Commercial Court under FN 479743f, on the one hand and business customers on the other hand. We offer certain SaaS-based services provided on our Storyblok Services website (the “Service” and/or “Performance”), www.storyblok.com, operated by the Storyblok GmbH. The Service encompasses a cloud-based content management service and an open component composing platform that allows users to upload, manage and publish, content to the web by using Storyblok APIs. Your access to and use of the Services are conditioned on your acceptance of and compliance with these GTC. These GTC apply to all visitors, users and others who access or use present and future Services and Performances. By accessing or using the Website www.storyblok.com and the provided Services and Performances as well as by clicking the “I accept” button or other mechanisms provided you agree to be bound by these Terms. Please read these GTC carefully before using Services provided by Storyblok. If you disagree with these terms, or any parts of it, then you may not access or use the Service.

2. Definitions

• “Services and Performances” means the SaaS-based content management (including the Storyblok APIs, Documentation and technical support) along with updates or upgrades provided by Storyblok.
• “Documentation” means instructions, either printed or digital, online help files, technical documentation, and user guides in order to use the Service and Performances of Storyblok.
• “Customer Content” is the content that is released, made available or transmitted by the customer to Storyblok in connection with the use of the Services and Performances.

3. Account Registration / Password safety

3.1. After you have read or reviewed and accepted the GTC you are eligible to register for a Storyblok account in order to use all of the Storybloks Services and Performances. It is necessary to provide all the needed data requested in the signup mask. You are obligated and you guarantee that the entered data and information is true, accurate, complete, and current at all times. Failure to do so constitutes a breach of the GTC, which may result in immediate termination of your account and contract (view 17. Termination).

3.2. After you provided your data and clicking “signup” we will confirm receipt of your registration by an automatic generated e-mail. In a separate e-mail or by granting access to the Storyblok Services we accept your registration.

3.3. You are responsible for safeguarding the password that you use to access the account and for any activities or actions under your password.

3.4. You agree not to disclose your password to any third party. You must notify us immediately of any suspicion or upon becoming aware of any breach of security or unauthorized use or access of your account.

3.5. You acknowledge that Storyblok is entitled, after discovery of a use of the service contrary to the terms of the contract or this provisions, even through no fault of its own, to immediately suspend the services, terminate the account as well as the agreement.

4. (Further) Customer Responsibilities

4.1. The costumer is solely responsible for a. the use of Storyblok Services/Performances through the account, whether or not authorized; b. for compliance with data protection obligations; c. the accuracy, quality, legality and integrity of the Customer Content; d. not violating applicable law, including but not limited to intellectual property rights, unfair competition rights and personal rights of third parties; e. obtaining and maintaining accurate equipment, software and ancillary services needed to connect to, access or otherwise use the Storyblok Services; f. following the instructions provided by Storyblok; g. backing up any data and information used in conjunction with the Services and Performances and h. using the current version of the APIs or SDKs (read Compatibility, 10.).

4.2. Storyblok is entitled to suspend your access to the service in the event of a breach of any of these obligations by you or a third party attributable to the you, the customer, according to provision 17. (Termination).

5. Conclusion of Contracts

5.1. Offers from Storyblok GmbH are non-binding insofar as they are not explicitly designated as binding.

5.2. A contract can only be concluded in a legally effective manner by a written confirmation of order by us.

5.3. Information provided on our Website or in catalogues (or similar) is non-binding and shall only become part of the contents of a contract insofar as the confirmation of order explicitly refers to it.

5.4. The contents of the contract are determined by the confirmation of order by us.

6. Prices and Fees / Fee Changes

6.1. All prices indicated are non-binding and in Dollar or Euro and exclusive of VAT, unless otherwise stated.

6.2. Storyblok, in its sole discretion and at any time, may modify the subscription fees. Any subscription fee change will become effective at the end of the then-current billing cycle.

6.3. Storyblok will provide you with a reasonable, but at least 14 days, prior notice of any change considering subscription fees in order to give you an opportunity to terminate your subscription before such change becomes effective.

6.4. Your continued use of the Services/Performances after the subscription fee change comes into effect constitutes your agreement to pay the modified subscription fee.

6.5. Storyblok may account subscription fees, additional usage fees and other fees set forth in the standard schedule of fees in effect upon and according to a conclusion of an agreement between you and Storyblok.

6.6. Except when required by law, paid subscription fees are non-refundable.

7. Payment

7.1. Payment is made according to the agreement (for further information on subscriptions view 8.).

7.2. In general, our invoices are due for payment monthly in advance and/or immediately upon billing, free of charges and other deductions.

7.3. If agreed so by Storyblok, payments have to be made fourteen days of the date of the invoice. Transfers are deemed to be payment only upon receipt of the money in our account.

7.4. If not otherwise agreed or insofar as the law does not necessarily provide otherwise, the costumer is obligated to pay the taxes stated on the invoice and is not entitled to withhold any taxes from amounts due.

7.5. In case of customer default on payment, we are entitled to choose to seek compensation of the actual damage incurred or of the default interest rate. The default interest rate lies 9.2 % over the base interest rate. The customer undertakes to reimburse any costs of dunning and collection agencies incurred in the case of customer default on payment insofar as they are necessary for the appropriate legal actions. In any case these costs include a sum of EUR 40,- as compensation for collection costs pursuant to § 458 of the Austrian Commercial Code (UGB). This shall not affect the assertion of any further rights or claims.

7.6. In case of customer default on a payment, we shall be entitled to demand immediate payment of any outstanding bills not yet due and/or to require advance payment or appropriate security for future Services and Performances.

7.7. It shall not be admissible for the customer to set off any counterclaims if the counterclaim is contested or has not been recognized by declaratory judgement, likewise it shall not be admissible to exercise a retention right without legally binding title or on the basis of claims arising from other transactions.

7.8. If you are in delay of payment or if the use of the Services and Performances exceeds the prepaid amounts, Storyblok is additionally entitled to suspend your account without prior notice and terminate the contract or agreement immediately. Other rights and remedies are expressly reserved. Storyblok is not liable for any damage, losses, losses of data or profits or any other negative impacts that may occur due to a suspension or termination according to this provision.

8. Subscriptions

8.1. Some parts of the Service are billed on a subscription basis (“Subscriptions”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set either on a monthly or annual basis, depending on the type of the subscription plan you select when purchasing a subscription.

8.2. At the end of each Billing Cycle, your subscription will automatically renew under the exact same conditions unless you cancel it or Storyblok cancels it at least two weeks prior to the end of the Billing Cycle. You may cancel your Subscription renewal either through your online account management platform or by contacting the Storyblok customer support team (for the contact view 26.).

8.3. A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide Storyblok with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Storyblok to charge all subscription fees incurred through your account to any such payment instruments.

8.4. Should automatic billing fail to occur for any reason, Storyblok will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

9. Services and Performances

9.1. The Service is provided on an “AS IS” and “AS AVAILABLE” basis.

9.2. Storyblok provides the Services and Performances in accordance with the written order confirmation and - subsidiary - in accordance with the service description on which the order is based. Storyblok is providing the Services and Performances diligent and with adequate care.

9.3. By purchasing the accurate payment, the customer has the right to use the Service provided by Storyblok. The customer is not granted any further rights to use the Services and Performances that is not mentioned in the order confirmation.

9.4. The Service is provided without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

9.5. Storyblok will make the Storyblok Services, including Documentation, Marketing Content, Management API, Content API, and Editing Interface available to you, and grants a non-exclusive right to access the Storyblok Services to build Software-Applications and power Websites. Storyblok will provide the Services and Performances with a best possible availability about ninety-five (95) (for basic, advanced, and premium feature set) percent uptime annual average, if not otherwise agreed on (ask for the Appendix).

9.6. Storyblok is entitled to partially or completely suspend the Service if the security of Storyblok or the security of a customer is at risk. This right also prevails if the continued operation of the Services and Performances or parts thereof is economically unreasonable. Storyblok will immediately inform the customer of such measures. This does not give a right to any claims against Storyblok.

10. Compatibility

10.1. Storyblok does not warrant, that the services and performances are compatible with the Soft- or Hardware used by the customer (customer responsibility, view 4.1.e).

10.2. Even though Storyblok avoids changes to the Storyblok APIs or Storyblok Services that are not backward compatible, Storyblok may change, deprecate or republish Storyblok APIs for any Storyblok Services or Performances from time to time.

10.3. Storyblok will send a notification prior to a breaking API version upgrade at least thirty (30) days before the upgrade will be launched.

10.4. It is the sole responsibility of the consumer to update their software applications or websites according to the notification.

10.5. Only if the modification to be made by an update is unreasonable for the customer, they are entitled to a right of termination in accordance with provision 17 (Termination). The customer waives all claims for compensation and other claims in this respect.

11. Free Trial

11.1. Storyblok may, at its sole discretion, offer a subscription with a free trial for a limited period of time (“Free Trial”).

11.2. You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Storyblok until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your subscription, you will be automatically charged the applicable subscription fees for the type of subscription you have selected.

11.3. At any time and without notice, Storyblok reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer anytime.

11.4. For Free Trials Storyblok is only liable for damages caused by intention or by gross negligence.

12. Free Plan

12.1. Storyblok may as well, at its sole discretion and without any legal obligation, offer a Free Plan at conditions to be defined in more detail.

12.2. The customer is able to enjoy the Free Plan without entering billing (credit card) information, until otherwise stated.

12.3. For the Free Plan the provisions 11.3. and 11.4. are applicable. Storyblok does not warrant any specific results or any kind whatsoever. Storyblok does not warrant, that the services as part of the Free Plan are free from any bugs or flaws.

13. Copyright Policy and Infringement of Proprietary Rights

13.1. Storyblok respects the intellectual property rights of others. It is our policy to respond to any claim that content posted on the service infringes the copyright or other intellectual property infringement (“Infringement”) of any person.

13.2. The customer is solely responsible for the legality of the contents used by him within the scope of the Services and Performances. Storyblok has no duties of care, protection or warning in this respect.

13.3. The customer guarantees to have the corresponding rights to the content provided by him and indemnifies and holds Storyblok harmless (including costs and attorney-fees) against any actual or threatened claim, loss, liability or similar in this respect.

13.4. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the service of Storyblok, you must submit your notice in writing to the attention of “Copyright Infringement” of legal@storyblok.com and include in your notice a detailed description of the alleged Infringement. You may be held accountable for damages (including costs and attorney-fees) for misstatements that any content is infringing your copyright.

14. Intellectual Property

14.1. The Services and Performances as well as the Documentation and its original content, features and functionality are and will remain the exclusive property of Storyblok or its licensors.

14.2. The Services and Performances are legally protected and the Storyblok GmbH is proprietor of intellectual property rights. Our trademarks and property rights may not be used in connection with any product or service without the prior written consent of Storyblok. In particular, the customer is not permitted to license, publish, rent, make available to others via networks, or in any other way offer the service, even with single elements. The customer is also prohibited from decompiling the software services offered.

14.3. The customer grants Storyblok a non-exclusive, free and, within the framework of the agreement, unlimited right of use for the duration of the contract to use the contents of the customer; this is restricted to the purpose of the proper fulfilment of the services.

15. References

The customer grants Storyblok a right free of charge to use the customer as a reference on the Website or in other online or print media as well as on social media platforms and Storyblok may use corporate names, logos, trademarks, and similar for advertising and marketing purposes.

16. Links To Other Websites

16.1. Our Services may contain links to third-party websites or services that are not owned or controlled by Storyblok. Therefore Storyblok has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services.

16.2. You further acknowledge and agree that Storyblok shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

16.3. We strongly advise you to read the terms and conditions and privacy policies of any third-party website that you visit.

17. Termination

17.1. Contracts and agreements about Services and Performances as well as your account may be terminated any time within the provided options through the account and respective management tools.

17.2. Storyblok may suspend or terminate the Services and Performances or your account by a written notification at any time with six weeks’ notice, if not otherwise stated.

17.3. Other agreements and contracts based on this GTC may be terminated by you or Storyblok on the last day of each month by giving a six weeks prior written notice, if not otherwise stated in the agreement or contract.

17.4. In case, the termination affects a period covered by pre-paid fees, Storyblok may either refund the fees proportional or the termination will be effective at the end of the pre-paid period.

17.5. Storyblok is entitled to terminate the contract (or suspend the account) immediately and without prior notice and without any liability if there is an important reason. An important reason in particular is, if the customer breaches any provision of the contract or these terms (e.g. breach of any provision of 4.1.) and fails to fix that breach within three (3) days after written notification and request to do so.

17.6. Upon termination, the customer’s right to use the services und performances will immediately cease and all fees - if necessary on a proportional basis - become due immediately.

17.7. After legally effective termination of the contract, Storyblok will irrevocably delete the Customer Content within 14 days.

18. Warranties

18.1. We are a service provider and our Services and Performances correspond to the prevailing state of the art and we provide our services to the best of our ability. In particular, we do not owe any concrete success of any kind whatsoever.

18.2. Storyblok does not warrant that the Service will be uninterrupted, error-free, or fully functional at all times. Storyblok makes no warranties or guarantees as to the Service's suitability for any particular purpose.

18.3. Minor technical changes are deemed approved in advance.

18.4. Storyblok is not liable for downtimes or breakdowns due to maintenance, software updates and due to circumstances (such as technical problems of third parties and higher forces) that are beyond Storyblok's control.

18.5. Storyblok also does not warrant that the Service provided will meet all customer requirements or be compatible with customer programs.

18.6. The warranty is furthermore limited to reproducible defects. If incompatibilities arise at the customer due to technologically reasonable changes in the Service, claims for compensation are excluded.

18.7. Defects resulting from orders not issued by the provider, insufficient equipment, non-compliance with installation requirements and terms of use, incorrect use and application of unsuitable software or other materials are excluded from the warranty.

18.8. If failures or errors of any kind occur, the customer shall immediately provide detailed and written notification by describing the error. If they fail to do so, they may no longer assert any claims under warranty.

18.9. The existence of errors and defects must always be proven by the customer. The application of § 924 ABGB is excluded.

18.10. If there are any errors or bugs, the customer is obligated to immediately inform Storyblok. We will try to fix the errors and bugs as soon as we get knowledge of the error or bug.

18.11. Storyblok may log into user accounts in order to debug the Storyblok Services and Performances. You hereby, by accepting these GTC, are expressly granting your permission to Storyblok, to log into your account for this reason.

19. Liability

19.1. Storyblok shall only be liable for compensation for damage caused by it, its employees and/or vicarious agents in connection with the Services and Performances, only in the event that such damage was caused by gross negligence or intent.

19.2. Should Storyblok be liable for any reason whatsoever, the compensation is limited to the amount of the annual net order value.

19.3. In no event shall Storyblok, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

19.4. The aggrieved customer must prove the existence of gross negligence. The reversal of the burden of proof according to § 1298 ABGB is excluded.

19.5. Claims for damages are subject to a limitation period of one year from the date of knowledge of the damage.

20. Laesio Enormis

The right to rescind a contract due to a reduction of more than half according to § 934 ABGB (laesio enormis) is excluded.

21. Confidentiality and Data Protection

21.1. The customer is obliged to treat data, information and documents received in connection with the use of the services confidentially and is obliged to maintain secrecy.

21.2. The customer is obliged to comply with the provisions of the Data Protection Act (öDSG) and the General Data Protection Regulation (DSGVO).

22. Applicable Law and Jurisdiction

22.1. Place of performance is Linz (Austria).

22.2. These GTC shall be governed and construed in accordance with the laws of Austria, without regard to its conflict of law provisions.

22.3. It is hereby agreed, that the court with subject matter jurisdiction at the registered seat of Storyblok shall have exclusive jurisdiction as legal venue.

23. Miscellaneous

23.1. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

23.2. Should any provision of these GTC be legally ineffective, invalid and/or null and void or become so in the course of its term, this shall be without prejudice to the legal effectiveness and the validity of the other provisions. In such case the invalid and legally ineffective provision shall be replaced by one which is legally effective and valid and in its economic corresponds to the provision replaced – insofar possible and legally admissible.

23.3. These Terms supersede and replace any prior GTC. Agreements or arrangements that diverge from our GTC require our written confirmation.

24. Changes of Terms and Provisions

24.1. We reserve the right, at our sole discretion, to modify or replace these GTC at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

24.2. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

25. Data Protection and Privacy Policy

You can find further information about Data Protection and our Privacy Policy on www.storyblok.com/privacy-policy

26. Contact Us

If you have any questions, please contact us:

• Storyblok GmbH, Peter-Behrens-Platz 2, A-4020 Linz
• E-Mail: legal@storyblok.com
• Phone: +43 660 3145741

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