Effective June 26, 2012
Please refer to the Glossary while reviewing the Storyteller Terms of Service. Capitalized terms not otherwise defined within this document are defined in the Glossary. The Glossary is incorporated herein by reference.
1. This is Your Agreement with Company Regarding Your Use of Storyteller
- 1.1 Your use of the Storyteller Services is governed by this agreement (the “Terms”).
- 1.2 In order to use the Storyteller Services, you must first agree to the Terms. You can agree to the Terms by actually using the Storyteller Services. You understand and agree that Company will treat your use of the Storyteller Services as acceptance of the Terms from that point onwards.
- 1.3 You may not use the Storyteller Services if you are a person barred from receiving the Storyteller Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Storyteller Services. You affirm that you are over the age of 13, as the Storyteller Services are not intended for children under 13.
- 1.4 You agree your purchases of Storyteller Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Company or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the Storyteller Services
- 2.1 You must provide accurate and complete registration information any time you register to use the Storyteller Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Company immediately.
- 2.2 Your use of the Storyteller Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
- 2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Storyteller Services by any means other than through the interface that is provided by Company in connection with the Storyteller Services, unless you have been specifically allowed to do so in a separate agreement with Company, or (b) engage in any activity that interferes with or disrupts the Storyteller Services (or the servers and networks which are connected to the Storyteller Services).
- 2.4 The Storyteller Services may impose usage limits (e.g., API calls, bandwidth limitations, etc.). Company reserves the right to enforce usage limits, which may result in an adjustment to your fees, a “quota exceeded” page being served to you and/or the End Users of your Website(s), or termination of your account for exceeding of the usage limits without authorizing a corresponding adjustment to your fees. Please see Section 4.1 below for further information.
- 2.5 You may use the Storyteller Services only to develop and run Websites on the Storyteller infrastructure. You may not access the Storyteller Services for the purpose of bringing an intellectual property infringement claim against Company or for the purpose of creating a product or service competitive with the Storyteller Services.
3. Service Policies and Privacy
- 3.1 You agree to comply with the Storyteller Acceptable Use Policy, which may be updated from time to time.
- 3.3 You agree that you will protect the privacy and legal rights of the End Users of your Website(s). You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be collected and how it will be used and/or shared.
4. Fees for Use of the Storyteller Services
- 4.1 Subject to the Terms, the Storyteller Services is provided to you without charge with respect to your unpublished Website(s). The pricing related to your published Website(s) can be found at Storyteller Pricing.
- 4.2 We will charge your credit card on a monthly basis or at the interval indicated in Storyteller fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Company incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). To the fullest extent permitted by law, refunds (if any) are at the discretion of Company and only in the form of credit for the Storyteller Services. Nothing in these Terms obligates Company to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Company may be shared by Company with companies who work on Storyteller's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Company and servicing your account. Company may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Company shall not be liable for any use or disclosure of such information by such third parties. Company reserves the right to discontinue the provision of the Storyteller Services to you for any late payments.
- 4.3 Company may change its fees and payment policies for the Storyteller Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Company may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
- 4.4 You may not develop multiple Websites to simulate or act as a single Website or otherwise access the Storyteller Services in a manner intended to avoid incurring fees.
5. Content on the Storyteller Services and Take Down Obligations
- 5.1 You understand that all information (such as data, text, computer software, music, audio files or other sounds, photographs, illustrations, videos and other images) to which you may have access as part of, or through your use of, the Storyteller Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” For the avoidance of doubt, the term Content includes the Resource Content. The term Content specifically excludes the source code written by you to be used with the Storyteller Services (“Your Storyteller Source Code”).
- 5.2 Company reserves the right (but shall have no obligation) to remove any or all Content from the Storyteller Services. You agree to immediately take down any Content that violates the Storyteller Acceptable Use Policy, including pursuant to a take down request from Company. In the event that you elect not to comply with a request from Company to take down certain Content, Company reserves the right to directly take down such Content or to disable Websites.
- 5.3 With respect to all of your Website(s) that enable the posting of Content by End Users, you agree to require your End Users to comply with a posted Acceptable Use Policy that is at least as restrictive as the Storyteller Acceptable Use Policy. In the event that you become aware of any violation by an End User that is out of compliance with the Storyteller Acceptable Use Policy, you agree to immediately terminate such End User's account on your Website. Storyteller reserves the right to disable Websites in response to noncompliance with the Storyteller Acceptable Use Policy.
- 5.4 You agree that you are solely responsible for (and that Company has no responsibility to you or to any third party for) the Websites, Your Storyteller Source Code, or any Content that is created, transmitted or displayed via your Websites or your use of the Storyteller Services (including any loss or damage which Company may suffer).
- 5.5 You agree that Company has no responsibility or liability for the deletion or failure to store Your Storyteller Source Code, any Content, and any other communications maintained or transmitted through use of the Storyteller Services. You further acknowledge that you are solely responsible for securing and backing up your Websites, Your Storyteller Source Code and any Content.
6. Proprietary Rights
- 6.1 You acknowledge and agree that Company (or Company’s licensors) own all legal right, title and interest in and to the Storyteller Services, including any intellectual property rights which subsist in the Storyteller Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
- 6.2 Except as provided in Section 8 (below), Company acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Your Storyteller Source Code that you create, submit, post, transmit or display on, or through, the Storyteller Services, including any intellectual property rights which subsist in that Content and Your Storyteller Source Code (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Company, you agree that you are responsible for protecting and enforcing those rights and that Company has no obligation to do so on your behalf.
- 6.3 The Storyteller coding language (known as Prose) is part of the Storyteller Services, and your retention of rights in and to Your Storyteller Source Code does not include rights in and to the Storyteller coding language itself.
7. License from Storyteller and Restrictions
- 7.1 Company gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Company as part of the Storyteller Services as provided to you by Company. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Storyteller Services as provided by Company, in the manner permitted by the Terms.
- 7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Storyteller Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Company, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Storyteller Services or any applications running on the Storyteller Services.
- 7.3 Open source software licenses for components of the Storyteller Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Company for the use of the components of the Storyteller Services released under an open source license.
- 7.4 Company hereby grants you, for the term of this agreement (unless earlier revoked by Company in its discretion), a limited, non-exclusive, royalty-free, non-transferable, revocable license, with no right to sub-license, to display the Storyteller trademarks and/or logos set forth here (the “Storyteller Marks”) for the sole purpose of promoting or advertising that you use the Storyteller Services, and solely in accordance with Company’s then current Trademark Usage Guidelines related to Storyteller. You agree that all goodwill generated through your use of the Storyteller Marks shall inure to the benefit of Company.
8. License from You
- 8.1 Company claims no ownership or control over any Content or Your Storyteller Source Code. You retain copyright and any other rights you already hold in the Content and/or Your Storyteller Source Code, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Storyteller Services you give Company a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Company to provide you with the Storyteller Services. Furthermore, by creating a Website through use of the Storyteller Services, you give Company a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Website and Your Storyteller Source Code for the sole purpose of enabling Company to provide you with the Storyteller Services.
- 8.2 By adding a collaborator to your Website(s), you hereby grant to that Customer a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Websites(s), Content and Your Storyteller Source Code as permitted by the relevant Storyteller Services functionality or features for the sole purpose of collaborating on development of the Website(s).
- 8.3 You may choose to or we may invite you to submit comments or ideas about the Storyteller Services, including without limitation about how to improve the Storyteller Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Company under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
- 8.4 You agree that Company, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing your use of the Storyteller Services.
9. Third Party APIs
Please note that the Glossary will be particularly helpful as you read this section.
- 9.1 Company makes available to you, the Customer, through the Storyteller Services assistance accessing APIs from third party Resources which enable you to present on your Website various Resource Content. With respect to many APIs, your use of a Resource’s API is subject to API Terms and Conditions. You acknowledge for each such API that you choose to use through the Storyteller Services, the corresponding API Terms and Conditions constitute a binding agreement between you and the third party Resource of that API. The Resource (and not Company) is responsible for any claims that you or any other party may have relating to that API or your use of that API. You acknowledge that Company is acting as a service provider in assisting you to access the APIs; Company is not a party to the API Terms and Conditions between you and the Resource; and Company is not responsible for that API or the Resource Content.
- 9.2 You agree to review and comply with all API Terms and Conditions applicable to the APIs that you use through the Storyteller Services. You (and not Company) are responsible for misuse of an API, including, but not limited to, using an API in any manner that is not in compliance with the corresponding API Terms and Conditions or the policies of the Resource that provides the API.
- 9.3 Company reserves the right to disable your connection to any API at any time.
- 9.4 As part of the Storyteller Services, Company may list, recommend or provide information regarding various APIs provided by various Resources. You acknowledge and agree that any such recommendation or other information that Company provides does not constitute an endorsement by Company of that API or Resource. You are responsible for independently qualifying all Resources and their APIs that you choose to use through the Storyteller Services.
- 9.5 By using an API through the Storyteller Services, you grant Company permission to share your account information, data and other information with the Resource that provides that API as necessary in order to provide you use of the API through the Storyteller Services.
- 9.6 You may not provide or resell APIs to others.
- 10.1 Company may, and you grant us permission to, make recommendations via the Storyteller Services for products or services we think may be of interest to you based on your Website(s), Content, and/or use of the Storyteller Services. We will never make recommendations directly to your End Users.
11. Modification and Termination of the Storyteller Services
- 11.1 Company is constantly innovating in order to provide the best possible experience for its Customers. You acknowledge and agree that the form and nature of the Storyteller Services that Company provides may change from time to time without prior notice to you, subject to the terms in Section 4.3 above. Changes to the form and nature of the Storyteller Services will be effective with respect to all versions of the Storyteller Services; examples of changes to the form and nature of the Storyteller Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
- 11.2 You may terminate these Terms at any time by canceling your account on the Storyteller Services. You will not receive any refunds for any Storyteller Services purchased but not yet delivered if you cancel your account.
- 11.3 You agree that Company, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Storyteller Services may be without prior notice, and you agree that Company will not be liable to you or any third party for such termination.
- 11.4 You are solely responsible for exporting your own data, information and/or other materials from the Storyteller Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity of at least one (1) week to retrieve your data, information and/or other materials.
- 11.5 Upon any termination of the Storyteller Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, 18 and 19 shall continue to be effective after these Terms are terminated.
12. EXCLUSION OF WARRANTIES
- 12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT COMPANY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
- 12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE STORYTELLER SERVICE IS AT YOUR SOLE RISK AND THAT THE STORYTELLER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
- 12.3 COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE STORYTELLER SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE STORYTELLER SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE STORYTELLER SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE STORYTELLER SERVICES WILL BE ACCURATE.
13. LIMITATION OF LIABILITY
- 13.1 SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
- 13.2 THE LIMITATIONS ON COMPANY’S LIABILITY TO YOU IN SECTION 13.1 ABOVE SHALL APPLY WHETHER OR NOT COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- 14.1 You agree to hold harmless and indemnify Company, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Company and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Storyteller Services, (c) your violation of applicable laws, rules or regulations in connection with the Storyteller Services, or (d) your Content or your Website(s), including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Company will provide you with written notice of such claim, suit or action.
15. Copyright Policy
- 15.1 With respect to all of your Website(s), you agree to set up a process to receive and respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act (“DMCA notices”). It is Storyteller's policy to respond to DMCA notices and to terminate the accounts associated with repeat infringement. We reserve the right to take down content on your Website(s) or, if necessary, the Website(s) themselves upon receipt of a valid DMCA notice. Company’s instructions and policies regarding submitting DMCA notices to Company can be found here.
16. Links to Third Party Sites and Materials
- 16.1 The Storyteller Services may include hyperlinks to external websites, content, materials or sources of support and/or information (“Third Party Services and Materials”). Company may have no control over Third Party Services and Materials provided by companies or persons other than Company.
- 16.2 You acknowledge and agree that Company is not responsible for the availability of any such Third Party Services and Materials, and does not endorse any Third Party Services and Materials.
- 16.3 You acknowledge and agree that Company is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability or non availability of Third Party Services and Materials, or as a result of any reliance placed by you on the completeness, accuracy or existence of any Third Party Services and Materials.
17. Changes to the Terms
- 17.1 Company may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
- 17.2 You understand and agree that if you use the Storyteller Services after the date on which the Terms have changed, Company will treat your use as acceptance of the updated Terms.
18. DISPUTE RESOLUTION: BINDING ARBITRATION; NO CLASS ACTIONS
- 18.2 You and Company agree that any dispute between you and Company shall be limited to the dispute between Company and you individually. To the full extent permitted by law, (1) no arbitration or litigation shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated or litigated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
19. General Legal Terms
- 19.1 The Terms constitute the whole legal agreement between you and Company and govern your use of the Storyteller Services (but excluding any services which Company may provide to you under a separate written agreement), and completely replace any prior agreements between you and Company in relation to the Storyteller Services.
- 19.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
- 19.3 If Company provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
- 19.4 You agree that Company may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Storyteller Services. By providing Company your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
- 19.5 You agree that if Company does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of Company’s rights and that those rights or remedies will still be available to Company.
- 19.6 Company shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
- 19.7 The Terms, and your relationship with Company under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
- 19.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Storyteller Services upon written notice to the assigning party.
- 19.9 If any part of the Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty exclusions and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
- This document is an adaptation of the Google App Engine Terms of Service, as modified by Heroku and its Terms of Service, as modified by Strobe and its Terms of Service. The original work has been modified. Google, Inc. is not connected with and does not sponsor or endorse Company or its use of the work.